Client Terms of Service

Last Modified: February 23, 2024

We have made revisions to these terms of service, effective March 1, 2024. By continuing to use our services after such date, you agree to the new terms of service.

Please review these terms (the “Agreement”) carefully. Wherever used in this Agreement, “you”, “your”, “Client”, and similar terms mean the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Client” means the company or other legal entity that you are using the Services on behalf of.

By signing an Authorization Form referencing this Agreement or by accessing or using the Services offered by VRIFY Technology Inc. (“VRIFY”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Section 13.7 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: Client Terms of Service. When we change this Agreement, we will update the date above.

This Agreement applies only to the Services, as further defined below. The terms that apply to the use of VRIFY’s publicly available applications, websites or use of other services are available at User Terms of Service.

1. TERMINOLOGY

We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms:

360 Photos means images and photos taken, created or edited during or in connection with the provision of VRIFY Products.
3D Model means a three dimensional model of the Project Site(s) comprising up to 15 layers of Client-supplied data.
Acceptable Use Policy means our rules and policies for the use of our Platform.
Affiliate means a person or entity that owns, is owned by, or is under common control with a Party.
Aggregated Data means data, information, and materials generated from the Client Content.
Agreement means, collectively, this Agreement, the Acceptable Use Policy, and the Privacy Policy.
Authorization Form means a document that forms a part of this Agreement describing a particular scope of work to be performed by VRIFY for Client.
Authorized Users means individuals who are authorized by you to access and use the VRIFY Products.
Client Audio/Visual Materials means the images, photos, videos, and audio recordings supplied by Client to VRIFY.
Client Content means all information and data provided to VRIFY by you for use on the Platform.
Client Information means information and data submitted by or for you to VRIFY.
Company Administrator Account means the user account of Client through which an Authorized User will be able to view and edit all public and selected secure VRIFY Content of Client on the Platform.
Deliverables means the items identified as deliverable in an Authorization Form.
Look and Feel means the distinctive elements of graphics, design, organization, presentation, and layout of: a) the user interface for VRIFY Products; b) the user interface for VRIFY’s mobile application; c) the user interface for the Platform.
User Terms of Service means our rules and policies for the use of our Platform.

2. SERVICES

2.1 Services

We will provide to you those Services selected by you that are listed in the Authorization Form. In connection with the Services, we will host the Platform using a public cloud services provider and will use commercially reasonable efforts to service the Platform in accordance with the service level criteria.

2.2 Client Support

We will provide you with reasonable hosting services support during our normal business hours.

2.3 Updates

We may change the Platform at any time, for any reason.

2.4 Non-Exclusivity

You acknowledge that the rights granted to you under this Agreement are non-exclusive.

3. DELIVERABLES

3.1 Deliverables

We will provide you the Deliverables set out in the Authorization Form.

3.2 Cooperation

In order for us to supply any Deliverables, you will make your Representatives reasonably available and provide necessary materials.

3.3 Photographs, Videos, and Recordings

You grant permission to VRIFY to take or edit photographs, videos, and recordings of the Project Site for the purposes of developing the Deliverables.

3.4 Schedule

We will use commercially reasonable efforts to supply the Deliverables according to any communicated schedule.

3.5 Scope Changes

You may request changes in the scope of the Services. We will evaluate and communicate the changes within ten working days.

4. INTELLECTUAL PROPERTY OWNERSHIP

4.1 Platform, Look and Feel, and VRIFY Content

VRIFY and its licensors retain all right, title, and interest in and to the Platform and VRIFY IP.

4.2 Client Content and Client Information

You and your licensors retain all rights in Client Content and Client Information.

5. CLIENT CONTENT AND CLIENT INFORMATION

5.1 Licenses

You grant us a worldwide, non-exclusive, royalty-free license to use Client Audio/Visual Materials and Client Content.

5.2 Liability for Client Content

You are solely responsible for the Client Content and Client Information.

5.3 Access and Use of Platform

We grant you a limited, non-exclusive subscription to access and use the Platform.

6. FEES, EXPENSES AND TAXES

6.1 Fees

You will pay us the Subscription Fee and Project Fee.

6.2 Expenses

You will reimburse us for all Permitted Expenses.

7. CONFIDENTIAL AND PERSONAL INFORMATION AND SECURITY

7.1 Confidential Information

Both parties may exchange Confidential Information.

7.2 Personal Information

The Client retains ownership of Personal Information disclosed to VRIFY.

7.3 Security Requirements

We will implement reasonable security measures consistent with industry standards.

8. RESTRICTIVE COVENANTS

8.1 Restrictive Covenants

You will not solicit our Representatives or distribute information about them.

9. TERM AND TERMINATION

9.1 Term of Agreement

This Agreement will commence on the first day of the initial term set forth on your first Authorization Form.

9.2 Term of Authorization Forms

Authorization Forms will automatically renew unless written notice of non-renewal is given.

10. WARRANTIES AND WARRANTY DISCLAIMERS

10.1 Mutual Warranties

Each of VRIFY and Client represents that it has the authority to enter into this Agreement.

11. INDEMNIFICATION AND THIRD PARTY INFRINGEMENTS

11.1 Indemnification by VRIFY

VRIFY will indemnify you against claims related to third-party infringements arising from your use of the Platform.

12. LIMITATION OF LIABILITY

12.1 Limitation of Liability

Our aggregate liability to you is limited to the Project Fees and Subscription Fees paid during the three-month period.