Terms of Service

Veryable Terms of Service

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

This page states the Terms of Service (“Terms”) under which You (as defined below), operating as “User” (defined below) may use the Veryable website and Veryable App. The Veryable website and App is owned by Veryable, Inc., a Delaware company (herein referred to as “Veryable”). By using or visiting the Veryable Website, the Veryable App, or any Veryable Content, products, software, data feeds, and services provided to You on, from, or through the Veryable Website, Veryable App, or any Veryable application (collectively the “Service”) You signify Your agreement to (i) these Terms, and (ii) the Privacy Policy. If You do not agree with any of the foregoing, please do not use the Service.

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.

This Agreement is an electronic contract that sets out the legally binding terms of the relationship between Veryable and You. Please read these Terms carefully. If You do not accept the Terms stated here, do not use the Veryable Website or Veryable App and related products or services. By using the Veryable Website or setting up an Veryable App Profile, downloading the Veryable App or otherwise using the Veryable Website or Veryable App, You agree to be bound by these Terms, including the Privacy Policy [available here]. While Veryable may provide notice when major changes are made to these Terms, You should periodically review for updates. You agree that continued use of the Veryable Website or Veryable App after any such changes are made will constitute your agreement to such changes. Veryable does not assume any obligation to personally or individually notify You of any modifications to this Agreement, or the creation of additional terms or the elimination of any terms. Veryable may, in its sole discretion, may modify or revise these Terms and the Privacy Policy [available here] at any time, and You agree to be bound by such modifications or revisions.

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.

User Accounts

(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 help@Veryable.freshdesk.com 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 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 that is inconsistent with your being an independent contractor (and not an employee) of Veryable.  You are not the agent of Veryable any third party 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. 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.  Notwithstanding the foregoing, you may be eligible to receive certain benefits once you achieve “full-time” status through the Veryable platform.  Full-time status means any operator that averages over 30 “estimated hours” per week over a 3-month period.

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.

Payment Terms

Payment services for Operator and/or Company on the Veryable platform are provided by Dwolla.  In order to use the payment functionality of the Veryable platform, you must open a “Access API” account provided by Dwolla, Inc. (“Dwolla”) and you must accept the Dwolla  Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Veryable to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Veryable platform, and Dwolla account notifications will be sent by Veryable, not Dwolla. Veryable will provide customer support for your Dwolla account activity, and can be reached at www.veryableops.com, operators@veryableops.com and/or (214) 310-0424.

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.

Operator Attendance

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.

Content

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 further agree that You will not submit to the Service any UGC or other material that is contrary to applicable local, national, and international laws and regulations. Moreover, prior to submitting any UGC to Veryable, you agree to ensure your UGC conforms with Veryable’s Privacy Policy, accepted use policies, and these Terms. Veryable does not endorse any UGC submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Veryable expressly disclaims any and all liability in connection with UGC. Veryable reserves the right to remove UGC without prior notice. In the event any UGC is deemed illegal in your country, you agree to refrain from utilizing such UGC in any manner and further agree to advise Veryable immediately so that Veryable may take remedial measures, including but not limited to removal of the UGC, edit of the UGC, or other appropriate measures.

 

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.

Copyright Agent

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 howdy@veryableops.com

Copyright Counter-notification

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 howdy@veryableops.com

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.

Account Termination

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.

Disclaimers

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.

Indemnity

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, 6340 Davis Blvd. Suite 200 North Richland Hills, TX 76180.

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.

Exclusive Venue

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.

General

These Terms, together with the Privacy Policy and any other legal notices published by Veryable on the Service, shall constitute the entire agreement between you and Veryable concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and Veryable’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Veryable reserve all rights not expressly granted to You. You may not transfer any of your rights or obligations under these Terms without Veryable’s consent. Veryable reserves the right to amend these Terms at any time and without notice, and it is Your responsibility to review these Terms for any changes. Your use of the Service following any amendment of these Terms will signify Your assent to and acceptance of its revised terms. You and Veryable agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is forever barred.

Electronic Acceptance

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.

Business Services Agreement (APPLIES TO BUSINESSES ONLY)

Veryable, Inc. (“Veryable”) provides services to businesses (the “Services”) that allows businesses to use an application based platform (the “Veryable Platform”) to connect with contractors (“Operators”) to provide contract labor to the businesses. Please read this Business Services Agreement (“Agreement”) in its entirety if you wish to continue to use the Services.

Acknowledgement of the Business Services Agreement

This Agreement, along with the Veryable Terms of Service (https://veryableops.com/terms-of-service/), is a contract that sets out the legally binding terms of the relationship between Veryable and You.  By acknowledging this Agreement and/or by using the Veryable online business portal (the “Portal”) in connection with the Services, You represent that (1) You have read, understand, and agree to be bound by this agreement, and (2) You have the authority to enter into this agreement personally or on behalf of the company you have named as the Business, and to bind that company to these terms. The terms “You” and “Business” refer to you or the legal entity which you work for or represent.

Veryable reserves the right to change this Agreement, the Veryable Terms of Service, and any additional terms at any time, effective upon making the modified provisions available on the Portal or by notifying you directly. You are responsible for regularly reviewing this Agreement. Continued use of the Portal after any such changes are made to this Agreement shall constitute your consent to such changes.

Work Opportunity

Business may as desired post a work opportunity (an “Op”) via the Portal.   An Op means a request for Services or work by you which includes a description of the work to be performed for which you wish to engage Operators through the Veryable Platform.  Veryable may reject or remove any posted Op that is not appropriate or that violates the terms of service or use.

Fees and Payments

Service Fee.  Veryable charges fees and collects payment for each Op performed.   Veryable is responsible for and will initiate payment of any amounts owed to the Operators on a daily basis.  You will be billed an amount equal to the payment made to the Operator for the Op plus the Service Fee once the Op has been completed by the Operator.  The “Service Fee” for each Op is equal to a percentage of the total payment amount to the Operator for each respective Op.  You will be billed weekly for Services performed on that respective day if you have provided a credit or debit card as your method of payment.  If You have chosen invoicing as your method of payment, You will be billed weekly for Services performed in the respective week with Net 15 terms of payment, unless otherwise agreed upon by both Parties. You agree to provide Veryable with complete and accurate billing and contact information, including but not limited to, the Business’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Veryable reserves the right to terminate Your access to the Services, and any outstanding Work Opportunities, in addition to any other remedies at law.

Late Payment Fee. Any invoice not paid in accordance to the payment terms above shall be subject to a 1.5% monthly interest charge. Veryable reserves the right to use any and all means of collection available under applicable law to collect any amount past due.

Placement Fee.  Should a Business hire an Operator introduced to them through the Veryable platform as an employee of the Business, Veryable, in its sole discretion, may charge a reasonable, industry standard fee to the Business (“the Placement Fee”).

Taxes.  Veryable’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Veryable has the legal obligation to pay or collect Taxes for which You are responsible under this section, the appropriate amount shall be invoiced to and paid by You.

Late Cancellation Fee.  In the event that You cancel an Op that has already been awarded to a specific Operator less than 24 hours before the start time of the Op, You will be required to pay the full cost of the Op. The cost includes both the payment for the Op and the Service Fee to Veryable.  Cancellation or re-entry of any Op that has not been awarded to a specific Operator, regardless of timing, will not result in any cancellation fees.

Adjustment to Operator Hours.  There may be occurrences when an Operator works fewer hours than the hours posted for that specific Op.  When this occurs, it is Your responsibility to report the reduction in hours for that Op through the Veryable business portal by 11:30 pm on the date of the Op.  Failure to do so, will result in the Operator being paid for the full amount of hours for that Op and You will be charged the full amount by Veryable.

Relationship between Veryable, Operators, and the Businesses.  The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Services.

Worker classification. Business assumes all liability for proper classification of Operators as independent contractors based on applicable legal guidelines. Business acknowledges that Veryable does not, in any way, supervise, direct, or control an Operators’s work or Services performed in any manner. Veryable does not set an Operator’s work hours and location of work, nor is Veryable involved in determining the type or manner compensation to be paid for any work performed by an Operator. Veryable will not provide an Operator with training or any equipment, labor or materials needed for a particular Request.

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.

IN NO EVENT SHALL VERYABLE BE LIABLE FOR ANY REPRESENTATIONS, MISREPRESENTATIONS OR OMISSIONS MADE BY VERYABLE OPERATORS REGARDING THEIR ABILITY TO SAFELY PERFORM WORK OPPORTUNITIES FOR THE BUSINESS.

VERYABLE’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION OR LOGISTICS SERVICES WITH INDEPENDENT CONTRACTORS FROM THE VERYABLE PLATFORM TO WORK AS A DRIVER, BUT YOU AGREE THAT VERYABLE SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OR LOGISTICS SERVICES PROVIDED TO YOU BY ANY THIRD-PARTY PROVIDERS, INCLUDING DRIVERS, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.  FURTHER, YOU AGREE TO CARRY ANY REQUIRED GENERAL LIABILITY INSURANCE OR OTHER INSURANCE TO COVER ANY DAMAGES CAUSED BY THE DRIVERS.

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.

Indemnity

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.

Termination

Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, at any time when there are no outstanding Ops or unpaid balances due hereunder.

General

This Agreement, together with the Veryable Terms of Service and Privacy Policy and any other legal notices published by Veryable on the Services, shall constitute the entire agreement between you and Veryable concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and Veryable’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Veryable reserve all rights not expressly granted to You. You may not transfer any of your rights or obligations under these Terms without Veryable’s consent. Veryable reserves the right to amend these Terms at any time and without notice, and it is Your responsibility to review these Terms for any changes. Your use of the Service following any amendment of these Terms will signify Your assent to and acceptance of its revised terms. You and Veryable agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is forever barred.

Electronic Acceptance

BY ACCEPTING THIS AGREEMENT VIA THE VERYABLE WEBSITE, VERYABLE PORTAL 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 YOUR 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.