If you are a paying subscriber to the Platform or an employee of a paying subscriber (each, a “Subscriber”), then this Agreement is in addition to, and not in lieu of, the terms and conditions of that certain subscription agreement that you entered into with Veriten (the “Subscription Agreement”). If any terms of this Agreement conflict with the terms of the Subscription Agreement, the Subscription Agreement shall prevail with respect to and to the extent of such conflict.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform or provide you with notice of the modification at the last email address you gave us. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.
All public features of the Platform are available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Platform only with the consent of your parent or guardian.
We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform, without notice and without reason.
Veriten’s community, like any community, functions best when its users follow a few simple rules. By accessing the Platform, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
- You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful or otherwise fraudulent purpose;
- You will not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform;
- You will not resell, distribute, or sublicense the Platform;
- You will not remove or modify any proprietary markings or restrictive legends placed on the Platform or any Veriten Content (as defined below);
- You will not e-mail, transmit, or otherwise make available to us any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- constitutes promotion or advertising of any third-party website, product or service; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not access or use the Platform to collect any market research for a competing business or to build a competitive product or service;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
- You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not export or re-export, either directly or indirectly, the Platform, any Veriten Content, or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, you will not access or use the Platform or any Veriten Content in violation of any United States export embargo, prohibition, or restriction.
We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or to any portion of the Platform, without notice.
SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
If you are a Subscriber, you will be required to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Subscriber. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Veriten will not be liable for any loss or damage caused by any unauthorized use of your account.
The Platform contains material, such as software, text, data, analytics, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of Veriten (collectively referred to as the “Veriten Content”). For clarity, Veriten Content means both content made publicly available by the Platform and special content made available to Subscribers only. The Veriten Content may be owned by us or third parties. The Veriten Content is protected under both United States and foreign laws. Unauthorized use of the Veriten Content may violate copyright, trademark, and other laws. You have no rights in or to the Veriten Content, and you will not use the Veriten Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Veriten Content on any copy you make of the Veriten Content. You may not sell, transfer, assign, license, sublicense, or modify the Veriten Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Veriten Content in any way for any public or commercial purpose. The use or posting of the Veriten Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your permission to access and/or use the Veriten Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the Veriten Content. The foregoing restrictions may be altered by your Subscription Agreement if you are a Subscriber.
The trademarks, service marks, and logos of Veriten (the “Veriten Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Veriten. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Veriten Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Veriten Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.
Veriten may create records from data provided to us by, or collected by us about, Platform users (including, but not limited to, Subscribers), by subjecting it to anonymization through the removal of all personal information and information about the source of such data. In addition, we monitor your performance and use of the Platform and collect data in connection therewith. We may combine any and all of the above described data with other data, and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Aggregate Data does not identify you, any Subscriber or any individual. You hereby agree that we may collect, reproduce, execute, use, store, archive, modify, enhance, perform, display, distribute, sell, rent, vend, license, or otherwise exploit Aggregate Data for any lawful purpose; provided, however, that such usage does not identify you or your employer. We own and shall retain all right, title, and interest in and to such Aggregate Data.
COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
Veriten or our contractors shall host the Platform on our or our contractors’ servers. Veriten and/or our contractors shall monitor the Platform to optimize performance of the Platform, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We accept support questions via the Platform. Responses to support questions submitted through the Platform are provided during our normal business hours only, unless otherwise provided in your Subscription Agreement, if any.
NO WARRANTIES; LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT ALTHOUGH THE PLATFORM, THE VERITEN CONTENT, AND THE DATA CONTAINED THEREIN, CAN BE USED AS AIDS TO ASSIST YOU IN MAKING INFORMED BUSINESS DECISIONS, THE PLATFORM, THE VERITEN CONTENT, AND THE DATA CONTAINED THEREIN, ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL, BUSINESS, OR INVESTMENT ADVICE OR YOUR EXERCISE OF YOUR OWN INDEPENDENT BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION. ANY REFERENCE IN THE PLATFORM, THE VERITEN CONTENT, AND THE DATA CONTAINED THEREIN, TO A PARTICULAR INVESTMENT OR SECURITY, A CREDIT RATING, OR ANY OBSERVATION CONCERNING AN INVESTMENT OR SECURITY, IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD SUCH INVESTMENT OR SECURITY, OR TO MAKE ANY OTHER INVESTMENT DECISIONS, AND DOES NOT ADDRESS THE SUITABILITY OF ANY INVESTMENT OR SECURITY. VERITEN DOES NOT ACT, AND SHALL BE DEEMED NOT TO BE ACTING, AS A FIDUCIARY OR INVESTMENT ADVISOR IN PROVIDING THE PLATFORM OR VERITEN CONTENT. WHEN THE PLATFORM, THE VERITEN CONTENT, AND THE DATA CONTAINED THEREIN, INCLUDE ESTIMATES OR PREDICTIONS OF FUTURE EVENTS OR BEHAVIORS, VERITEN MAKES NO GUARANTEES AS TO THE OCCURRENCE OF SUCH FUTURE EVENTS OR BEHAVIORS.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT VERITEN DOES NOT ENGAGE IN, AND IS NOT PREPARING TO ENGAGE IN, OR PROVIDE, ASSET MANAGEMENT, INVESTMENT ADVISORY OR SIMILAR SERVICES; AND YOU ACKNOWLEDGE AND AGREE THAT VERITEN’S PROVISION OF THE PLATFORM TO YOU SHALL NOT INCLUDE THE ENGAGING IN, OR PROVIDING OF, ANY ASSET MANAGEMENT, INVESTMENT ADVISORY OR SIMILAR SERVICES BY VERITEN OR ITS AFFILIATES.
THE PLATFORM, THE VERITEN CONTENT, THE DATA, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER VERITEN NOR OUR SUPPLIERS OR CONTRACTORS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. VERITEN AND OUR SUPPLIERS AND CONTRACTORS HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT VERITEN (AND OUR SUPPLIERS AND CONTRACTORS) MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
EXCEPT AS OTHERWISE PROVIDED IN YOUR SUBSCRIPTION AGREEMENT, IF ANY, IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE VERITEN CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM OR THE VERITEN CONTENT SHALL BE LIMITED TO $1,000.
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
EXTERNAL SITES; THIRD-PARTY VENDORS
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. The External Sites are developed and provided by others, and you should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites or the third-party vendors highlighted on such External Sites, and we do not make any representations regarding the content or accuracy of materials on such External Sites or any such third-party vendors. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Platform or Veriten Content; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Veriten Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Platform or Veriten Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
In the event of a dispute arising under or relating to the Agreement, the Platform, or the Veriten Content, (each, a “Dispute”), unless otherwise provided in your Subscription Agreement, if applicable, such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 14 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.