ARBITRATION NOTICE: PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND VERYABLE INC AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND VERYABLE INC WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Acceptance of Terms
You must be 18 years of age or older, or the age of majority as that is defined in your jurisdiction, whichever is older, to visit or use Veryable Website, the Veryable App or any Veryable Content, products, software, data feeds, and services (collectively “the Services”) provided in any manner. By interacting with the Services or accepting these Terms, You represent and warrant to Veryable that You have reached the age of majority in Your jurisdiction, and that You have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to Veryable that You will use the Services in a manner consistent with any and all applicable laws and regulations.
Users & Service
These Terms apply to all Users of the Service, including Users who are also contributors of User Generated Content (“UGC”) on the Service. UGC includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. Users as used throughout these Terms shall include reference to “You” and “User(s)” and refer to all individuals and/or entities accessing the Veryable Website and/or Veryable App. The Service includes all aspects of the Veryable Website, Veryable App , or any Veryable content, products, software, data feeds, including those from third parties, and services including but not limited to all applications, products, software and services offered via the Veryable Website and/or Veryable App.
(a) Users: Users include both Guest Users and Content Providers as defined herein. You may never use another User’s Veryable Account without permission from Veryable. You agree and understand that You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Veryable does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. All Users will be given the ability to flag UGC that violates these Terms, including UGC.
(b) Guest Users: You understand and agree that as a Guest User, Your access to and interaction with the Services will be severely limited. This includes, but is not limited to Your inability to upload any UGC.
(c) Content Providers: Only after registration with Veryable, which includes submitting at least a valid email address, will Your status as Guest User change to Content Provider. Only Content Providers can upload UGC. Registration with Veryable will result in creating Your Veryable Account, whereby You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your Veryable Account, and You must keep Your Veryable Account password secure. You must notify Veryable by email to [email protected] immediately of any breach of security or unauthorized use of Your Veryable Account. Although Veryable will not be liable for Your losses caused by any unauthorized use of Your Veryable Account, You may be liable for the losses of Veryable or others due to such unauthorized use.
You understand and acknowledge that You have no ownership rights in Your Veryable Account, except as otherwise provided herein, and that if You cancel Your Veryable Account, all Your Veryable Account Information, within the Services, including but not limited to, UGC (as defined herein) and Veryable Account Profile Information, will be marked as deleted in Veryable ‘s databases and may be removed from any public area of the Services. Information may continue to be available for some period of time because of delays in propagating such deletion through Veryable ‘s web servers. In addition, third parties may retain cached copies of Your Veryable Account Information. Veryable will retain certain information as required by applicable law.
Uses and Restrictions
Veryable hereby grants You permission to access and use the Service as set forth in these Terms, provided:
You agree that Veryable, in its sole discretion may review all UGC You seek to upload for public viewing within the Services, and may in its sole discretion accept or reject Your UGC, based on the limitations and guidelines set forth in these Terms.
You agree not to distribute in any medium any part of the Service or the Content without Veryable’s prior written authorization, unless Veryable makes available the means for such distribution through functionality offered by the Service.
You agree not to alter or modify any part of the Service.
You agree not to use the Service for any commercial uses including but not limited to (i) the sale of access to the Service; and/or (ii) the sale of advertising, sponsorships, or promotions placed on or within the Service or UGC.
If You use the Veryable App, You agree that it may automatically download and install updates from time to time from Veryable. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. You agree to receive such updates (and permit Veryable to deliver these to You) as part of Your use of the Service.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the Veryable servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Veryable grants the operators of public search engines permission to use spiders to copy materials from the site 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. Veryable reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the Service with respect to their UGC.
If You use the Veryable App, You agree that Veryable may periodically send you text message updates regarding new content, available Ops, and/or other information deemed appropriate by Veryable.
In Your use of the Service, you will comply with all applicable laws.
Veryable reserves the right to discontinue any aspect of the Service, Suspend Your Veryable Account or Terminate Your Veryable Account at any time, without notice, for violating these Restrictions and/or these Terms. In order to access and use the features of the Service, including but not limited to Content Producers ability to record and upload UGC, You acknowledge and agree that You will provide Veryable with access to the geo-location function, camera, videos/gallery, notifications and microphone on your mobile device, including the resulting data (collectively Mobile Information), in order to complete or participate with the Services. Access to the Mobile Information provided by You to Veryable will be limited to the necessary participation and Services related activities, and will include the collection and retention of the resulting data for diagnostic review and reporting. You hereby give your express consent to Veryable to access those features and functions of Your mobile device in order to provide and use the Service. You automatically grant to Veryable and its affiliates an irrevocable, royalty-free, perpetual, fully paid, non-exclusive right (including moral rights) and worldwide license to use, copy, reproduce, modify, adapt, publish, translate, communicate to the public, perform, display, and distribute such Mobile Information (in whole or in part) and to prepare derivative works of, or incorporate into other works (in any form, media or technology now known or later developed, for the full term of any rights that may exist in such content) such Mobile Information, and to grant and authorize sublicenses thereof (through multiple tiers). If You disable any of these functions or access points to Mobile Information on Your mobile device, you may not be able to use all the Services.
Independent Contractor Relationship
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Veryable and you or between any third party for which you provide services through the Veryable platform and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Veryable or any third party for which you provide services through the Veryable platform that is inconsistent with your being an independent contractor (and not an employee) of Veryable or any third party for which you provide services through the Veryable platform. You are not the agent of Veryable or any third party for which you provide services through the Veryable platform and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Veryable or any third party for which you provide services through the Veryable platform. As an independent contractor, you are solely responsible for determining which Ops you will choose to accept, how, when and where you will provide the requested services.
As an independent contractor, you are not entitled to or eligible for any benefits that Veryable, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits.
Because you are an independent contractor, Veryable will not withhold or make payments for social security or make unemployment insurance or disability insurance contributions on your behalf.
You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Veryable will report the payments paid to you for services rendered as part of Veryable engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Veryable for the cost of any tax liabilities incurred by Veryable as a result of your failure to pay all applicable taxes in a timely manner.
The Parties agree that it may be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. The Parties agree and acknowledge that any aggrieved party shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.
Veryable may partner with other third parties to process payments on your behalf. Should they do so, you authorize Veryable to share your identity and account data with those third parties for the purposes of opening and supporting your payment accounts, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your payment account through the Veryable platform, and the payment account notifications will be sent by Veryable, not the third party.
It is up to you and/or your business to update your method of payment as necessary. Payment will be initiated daily and be processed into the account that is listed in your profile at that time. Please note that it may take up to three business days for the funds to reach your bank account. Once payment has been initiated, it is final and Veryable will not be able to stop the payment, divert the payment to another account or issue a refund for that payment.
Once Your bid has been accepted, it Your responsibility to attend the Op. If a need for You to cancel Your bid arises, it is recommended that the cancellation is initiated at least one day prior to the scheduled Op. No shows and poor attendance will reflect poorly in Your operator ratings and can reduce Your ability to be accepted for future Ops. Frequent cancellations and no shows may result in the suspension or termination of Your account.
Only bid on Ops for which you have the necessary skills and physical capability of completing. You may be sent home with a poor rating and no pay if you are unqualified for the Op. Bidding on an Op doesn’t mean you have been accepted by the business. You will receive an in-App notification and an email confirming the Op if your bid has been accepted by the business. Never show up for an Op or contact the business directly until your bid has been confirmed. Contacting a business after your Op has expired is strictly forbidden. Veryable reserves the right to discontinue any aspect of the Service, Suspend Your Veryable Account or Terminate Your Veryable Account at any time, without notice, for any reason, including violating these Restrictions and/or these Terms.
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.
(a) Veryable Content:
The Veryable Content on the Service, and the trademarks, service marks and logos (“Marks”) on the Service, are owned by or licensed to Veryable, subject to copyright and other intellectual property rights under the law in each jurisdiction.
Veryable Content is provided to you AS IS. You may access Veryable Content for Your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Veryable Content for any other purposes without the prior written consent of Veryable or the respective licensors of third party data which makes up part of the Veryable Content. Veryable and its third party data licensors reserve all rights not expressly granted in and to the Service and the Content.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Veryable Content or enforce limitations on use of the Service or the Veryable Content therein.
(b) User Generated Content (“UGC”):
As a Content Provider you may submit UGC to the Service. You understand that Veryable does not guarantee any confidentiality with respect to any UGC You submit. You shall be solely responsible for Your own UGC and the consequences of submitting and publishing Your UGC on the Service. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to publish the UGC You submit; and You license to Veryable all patent, trademark, trade secret, copyright or other proprietary rights in and to such UGC for publication on the Service pursuant to these Terms. As a Content Provider seeking to upload UGC, You agree and understand that You must have Your geo-location services activated on your mobile. The Veryable Services will not permit the upload of UGC that does not have geo-location data that corresponds to the specific sporting event. You retain all of Your ownership rights in Your UGC. However, by submitting UGC to Veryable, You hereby grant Veryable a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the UGC in connection with the Service and Veryable’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
You also hereby grant each User of the Service a non-exclusive license to access your public UGC through the Service, and to use, reproduce, distribute, display and perform such UGC as permitted through the functionality of the Service and under these Terms. The above licenses granted by You in UGC You submit to Veryable terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that Veryable may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you are perpetual and irrevocable.
You further agree that UGC You submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Veryable all of the license rights granted herein.
You understand that when using the Service, you will be exposed to Content, especially including UGC from a variety of sources, and that Veryable is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to UGC that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Veryable with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Veryable, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
We respect the intellectual property rights of others, and require that users of the Service do the same. Veryable does not permit copyright infringing activities and infringement of intellectual property rights on the Service. If You believe that Your work has been copied in a way that constitutes copyright infringement, please forward the following information to Veryable, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
Your address, telephone number, and email address;
A description of the copyrighted work that You claim has been infringed;
A description of where the alleged infringing material is located;
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Attn: Copyright Agent
Address: 2019 N. Lamar St., Suite 250, Dallas, Texas 75202
Email [email protected]
If you believe that your material has been removed by mistake or misidentification, please provide Veryable with a written counter-notification containing the following information:
Your name, address, and telephone number and User Account name or ID ;
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 made under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
A statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which Veryable may be found (which includes the United States District Court of Delaware), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
Your electronic or physical signature.
You may submit this information via:
Attn: Copyright Agent
Address 2019 N. Lamar St., Suite 250, Dallas, Texas 75202
Email [email protected]
Third Party Data
The Service may contain links to third party Websites and third party content and data. These links are provided solely as a convenience to You and not as an endorsement by Veryable of the contents on such third-party Websites. Veryable is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Websites. If You decide to access linked third-party Websites, You do so at Your own risk.
The Service may contain third party data, including specific game statistics. That third party data is provided solely as a convenience to You and not as an endorsement or warranty of accuracy by Veryable of the data. Veryable is not responsible for the data, accuracy of such data, or manner in which such data is provided by these third party data licensors.
Veryable will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer. Veryable reserves the right to decide whether UGC violates these Terms for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Veryable may at any time, without prior notice and in its sole discretion, remove such UGC and/or terminate a User’s Veryable Account for submitting such material in violation of these Terms. Failure of any User to comply with any of the Terms set forth herein may result in that User being barred temporarily or permanently from further use of/access to the Services. Acting in any manner Veryable deems inconsistent with its business interests also may result may result in User being barred temporarily or permanently from further use of/access to the Services. Veryable is always improving our Services and creating new ones. That means Veryable may add or remove features, products, or functionalities, and may also suspend or stop the Services altogether. Veryable may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.
You may terminate Your Account and these Terms at any time and for any reason by deleting Your Veryable Account. Regardless of who terminates these Terms, both You and Veryable continue to be bound by Sections 3, 4, 8-15 of the Terms.
Veryable Elite Skills Training Agreement (VEST)
Veryable Operators that meet certain requirements, as determined by Veryable, may be eligible to participate in the Veryable Elite Skills Training program (“VEST”). If an Operator is selected to participate in the VEST program, Operator will be required to enter into a loan agreement with Meritize to pay for the training program. Veryable will be obligated to pay the loan amount on behalf of the Operator subject to the following conditions, along with the Veryable Terms of Service (https://veryableops.com/terms-of-service/) and the Meritize Terms of Service (https://www.meritize.com/terms-of-use/):
Veryable will be no longer obligated to make such payments on any loan if any of the following events occurs before the earlier of: (1) the maturation date of Loan related to the Operator in question, or (2) the loan related to the Operator in question being satisfactorily paid-off.
(a) The Operator fails to complete the training program
(b) The Operator fails to generate, in any given month, an amount of net revenue through the Veryable platform to cover the monthly loan payment incurred by Veryable on behalf of the Operator. This event only applies when the failure to generate, in any given month, an amount of net revenue through the Veryable’s platform to cover the monthly loan payment is caused by the Operator not accepting a position(s) offered through the Veryable platform, and NOT by Veryable’s failure to bring adequate work opportunities to the platform for which the Operator would be qualified.
(c) The Operator is suspended or terminated from the Veryable platform by Veryable for violation(s) of the Veryable Terms of Service.
Veryable Operators Club
The Operators Club is an exclusive club for the top monthly Operators in each Veryable market.* Membership in the Operators' Club will be determined monthly based on the Operator points earned in that respective month. At the end of each month, new members will be selected to join the Operators' club, and these new members will be eligible to receive the monthly Operators' Club reward. The monthly Operators’ Club reward will be determined by Veryable, in its sole discretion, and may contain a monetary value less that or equal to twenty-five dollars ($25.00).
Any rewards received by an Operator is neither transferable nor exchangeable and cannot be exchanged for money or money's worth.
Any Operator that receives a reward shall be solely responsible for any taxes levied in relation to the delivery or receipt of the reward.
Veryable reserves the right to alter these Terms and Conditions at any time and in its sole discretion.
Veryable reserves the right, at any time, to cancel, modify or suspend the rewards program.
*Currently, the Operators’ Club is only available in our North Texas and Greater Houston markets.
THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VERYABLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. VERYABLE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. VERYABLE DOES NOT REPRESENT OR WARRANT (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY VERYABLE CONTENT, USER GENERATED CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.
VERYABLE TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO USER GENERATED CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH VERYABLE WILL BE RESPONSIBLE FOR. VERYABLE FURTHER DOES NOT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VERYABLE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Limitation of Liability
IN NO EVENT SHALL VERYABLE ITS AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SERVICES, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE WEBSITE OR APP, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY USER GENERATED CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SERVICES.
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SERVICES EXCEED, THE GREATER OF $100 USD OR THE AMOUNT YOU PAID VERYABLE, IF ANY, IN THE LAST 12 MONTHS.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE FOREGOING LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The Service is controlled and offered by Veryable from its facilities in the United States of America. Veryable makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless Veryable, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Service; (ii) Your violation of any term of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your UGC caused damage to a third party.
Arbitration, Class Waiver, and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH VERYABLE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that You and Veryable are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of You and Veryable. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Veryable.
Waiver of Jury Trial. YOU AND VERYABLE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Veryable are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between You and Veryable over whether to vacate or enforce an arbitration award, YOU AND VERYABLE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither You nor Veryable are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Sections 12 and 13.
Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Opt-out. You may opt out of this arbitration agreement. If You do so, neither You nor Veryable can force the other to arbitrate. To opt out, You must notify Veryable in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include Your name and address, Your Veryable username and the email address You used to set up Your Veryable account (if You have one), and an unequivocal statement that You want to opt-out of this arbitration agreement. You must send Your opt-out notice to this address: Veryable, ATTN: Arbitration Opt-out, 2019 N. Lamar St., Suite 250, Dallas, Texas 75202.
Small Claims Court. Notwithstanding the foregoing, either You or Veryable may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Veryable.
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Veryable agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court of Delaware.
Choice of Law
Except to the extent they are preempted by U.S. federal law, the laws of Delaware govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.
BY ACCEPTING THIS AGREEMENT VIA THE VERYABLE WEBSITE OR VERYABLE APP, YOU HAVE AGREED TO BE BOUND BY THE TERMS SET FORTH ABOVE AND AGREE THAT THE TERMS CONSTITUTE AN AGREEMENT THAT IS ENFORCEABLE AGAINST YOU. YOU FURTHER AGREE THAT THE RECORD OF USER’S ACCEPTANCE WILL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY AS WELL AS ADMISSIBILITY, THE SAME AS WRITTEN SIGNATURES.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE BEEN GIVEN THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT BEFORE ACCEPTING IT.