Validation.com Services Agreement

This Agreement also incorporates VC’s Privacy Policy, which may be found here. In addition, if you are subject to the General Data Protection Regulation (GDPR), you further agree to the Data Processing Agreement, which may be found here. If you are subject to the California Consumer Privacy Act (CCPA), you agree to the terms included in Section C.3 which may be found here.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that VC may provide to you, including those that allow you verify and/or validate the identity of your customers and potential customers (your “Customers”).

Before using the Services, you must register with VC and create an account (a “VC Account”).Section A describes the process of registering for and using your VC Account.Section B describes your use of the API and the Services.Section C describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data.Finally, Section D describes your liability to VC for all losses connected with your VC Account, your agreement to resolve all disputes with VC by arbitration and not in a lawsuit, and other legal terms that apply to you.

 

2. Your VC Account

a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities with a legitimate business purpose are eligible to apply for a VC Account to use the Services described in this Agreement.

To register for a VC Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, mobile tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We also collect personal information (including image (selfie), name, birthdate, government-issued identification and number) for access to the Service by all users on your VC Account. Until you have submitted, and we have reviewed and approved all required information, your VC Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

b. Business Representative: You and your Representative individually affirm to VC that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of VC, neither you nor your Representative may register or attempt to register for a VC Account on behalf of a user VC previously terminated from use of the Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers.If you are a sole proprietor, you must be at least 18 years old to use our Services.

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. Your failure to provide this information or material may result in suspension or termination of your VC Account.You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your VC Account. VC may periodically update this information as part of our underwriting criteria and risk analysis procedures. You further agree that VC may obtain this information based on it’s legitimate interests.

d. Changes to Your Business, Keeping your VC Account Current: You agree to keep the information in your VC Account current. You must promptly update your VC Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your VC Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business, or there is any change in the control or ownership of your business or parent entity.

 

3. Your Relationship with Your Customers, Responsibilities, Disclosures

You may only use the Services for legitimate purposes with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. You affirm that you are solely responsible for the legitimate purpose for using our Services and the security of your Customers information obtained through our Services. You also affirm that you are solely responsible for communicating your privacy policy, data handling policies and procedures to your Customers and obtaining the required permissions, as dictated by the laws and regulations of the countries in which you operate.

It is very important to us that your Customers understand the purpose and conditions of how you use our Services. With that in mind, when using the Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the usage; (ii) provide a copy of your privacy and data handling practices, if requested by your Customer and/or as required by law; (iii) inform Customers that VC provides Services for you but does not have access to the Data you are collecting and processing using our Services. You further agree that all Data Subject Rights requests from your Customers will be handled solely by you.

 

4. Services and VC Account Support

We will provide you with support to resolve general issues relating to your VC Account and your use of the Services. You are solely responsible for providing support to Customers regarding questions they may have about your use of our Services, data collected and processed by you and your retention practices. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

 

5. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services. This is included but not limited to privacy legislation such as the GDPR and the CCPA.

b. Other Restricted Activities: You may not use the Services to facilitate illegal activity. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public VC systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data collected by the Service or any part of the Services; (iii) act as service bureau or pass-through agent for the Services; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (viii) impose an unreasonable or disproportionately large load on the Service.

 

6. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend the use of any Services that we believe: (i) may violate this Agreement or other agreements you may have with VC; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, VC, or others to risks unacceptable to VC. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate regulatory authority or law enforcement agency consistent with our legal obligations. This information may include information about you, your VC Account, your Customers, and suspicious activity regarding your use of the Services.

 

7. Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices: By registering for a VC Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from VC (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery: You agree that VC can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your VC Account. Notices may include notifications about your VC Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your VC Account (such as through two-step verification), and to provide you with other critical information about your VC Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your VC Account and may increase the risk of loss to your business.

d. Requirements for Delivery: You will need a computer or mobile device, Internet connectivity, and an updated browser to access your VC Account Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.

e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your VC Account.

 

8. Termination

a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or VC. You may terminate this Agreement by closing your VC Account at any time by providing Notice and ceasing to use the Service. If you use the Services again or register for another VC Account, you are consenting to this Agreement. We may terminate this Agreement or close your VC Account at any time for any reason by providing you Notice. We may suspend your VC Account and your ability to access your VC Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of risks associated with your VC Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law which requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement.

b. Effects of Termination: Upon termination you understand and agree that (i) all licenses granted to you by VC under this Agreement will end; (ii) while we typically retain account data (including uploads) for 6 months post termination, we reserve the right (but have no obligation) to immediately delete all of your information and account data stored on our servers, subject to legal guidelines; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

 

Section B: VC Technology

1. VC Account and Dashboard

You may manage your VC Account, connect with other service providers, and enable additional features through the VC management dashboard (“Dashboard”).Due to the nature of the Services, we may add or remove functionality from time to time. We will provide you Notice in the event of material changes, deprecations, or removal of functionality so that you may continue using the Services with minimal interruption. You are responsible for securing your VC Account, passwords, security measures for those given access and Data made available to you through the Dashboard.

You should contact us immediately if you become aware of any unauthorized use of your VC Account or any other breach of security regarding the Services. In such cases, we reserve the right to determine, in our sole discretion, whether we have a duty or legal obligation to provide notice of such breach.

 

2. Ownership of VC IP

VC and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the platform, Services, Dashboard, and Documentation (collectively, “VC IP”) or any copies thereof. VC IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in VC IP not expressly granted to you in this Agreement are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that VC has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

 

3. License

You are granted a nonexclusive and nontransferable license to electronically access and use the VC IP only in the manner described in this Agreement. VC does not sell to you, and you do not have the right to sublicense the VC IP. We may make updates to the VC IP or new Services available to you automatically as electronically published by VC, but we may require action on your part before you may use the VC IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). VC may revoke or terminate this licence at any time if you use VC IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of VC IP on your behalf or on behalf of others; (ii) sublicense any rights in VC IP granted by us; (iii) import or export any VC IP to a person or country in violation of any country’s export control Laws; (iv) use VC IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

 

4. VC Marks; References to Our Relationship

We may make certain VC logos or marks (“VC Marks”) available for use by you and other users to allow you to identify VC as a service provider. To use VC Marks, you must first agree to the VC Marks Usage Agreement. VC may limit or revoke your ability to use VC Marks at any time. You may never use any VC Marks or VC IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a VC user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and VC. Upon termination of your VC Account, both you and VC will remove any public references to our relationship from our respective websites.

 

Section C: Data Usage, Privacy, and Security

1. Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services.

The following terms used in this section relate to data provided to VC by you or your Customers, or received or accessed by you through your use of the Services: “Personal Data” or “Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services. It includes verifications that are found to be legitimate and those identified as fraudulent. “VC Data” means details of the validation transactions over VC infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from VC or the Services. “User Data” means information that describes your business and its operations, your products or services, and verification activities of your Customers. “Fraudulent Data” means information, including Personal Data, that is submitted as part of a verification process initiated by you where the submission is identified as fraudulent.

VC manages Data to solely to provide Services to you whereby you process and analyze your Customer’s Data for legitimate validation purposes. While VC makes every effort to prevent fraudulent user submission, you acknowledge and agree that it is impossible to guarantee that all fraudulent submissions will either be blocked by VC technology or detected by your agents. Where the verification process determines that the submission was fraudulent, the Data submitted will be marked as Fraudulent Data. The Parties agree that Fraudulent Data is not Data of your Customers and is, therefore, not subject to the terms of this Agreement. As such, may be retained by VC for ongoing fraud prevention. You understand and consent to VC’s use of Data for the purposes and in a manner consistent with this Section D.

 

2. Data Protection and Privacy

a. Confidentiality: VC will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. This includes, if relevant, the Data Processing Agreement included in here.. You agree that you will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us.

b. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You affirm that you have reviewed and agree to the terms of our Privacy Policy, which we update from time to time and are incorporated herein. You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us, request from your Customers, or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to VC – or allow VC to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that VC provides validation services for you and may receive Personal Data from you. Additionally, you acknowledge and agree that, where required by Law, you are solely responsible to delete or disconnect a Customer’s Personal Data from your VC Account when requested to do so by the Customer as VC has no access to this Data.

If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

 

3. Security and Fraud Controls

a. VC’s Security: VC is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data to VC and authorize the collection of Personal Data by VC with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your VC Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm.

b. Your Security: You are solely responsible for the security of any Data that is accessible by you in your VC Account, including access and download restrictions. You will comply with applicable Laws when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request.If you do not provide evidence of such compliance to our satisfaction, we may suspend your VC Account or terminate this Agreement.

c. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Services, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements.

d. Fraud Risk: While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by VC, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. You are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, and any other unauthorized use or modification of your VC Account. VC is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your VC Account, unless such losses result from VC’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

 

Section D: Additional Legal Terms

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time.

2. Assignment

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your VC Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. VC may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

4. No Agency; Third-Party Services

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. Each party to this Agreement is an independent contractor.

5. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees under this Agreement.

 

6. Your Liability For Third-Party Claims Against Us

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

You agree to defend VC, our affiliates, and their respective employees, agents, and service providers (each a “VC Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a VC Entity, and you agree to fully reimburse the VC Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, or any other liability we incur that results from your use of the Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Fines, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed.

7. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any request to use our Services for validation are based on a legitimate business interest; (d) you will fulfill all of your obligations to Customers, including notice and data handling responsibilities; (e) you will comply with all Laws applicable to the use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use the Services for personal, family or household purposes; and (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

8. No Warranties

WE PROVIDE THE SERVICES AND VC IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY VC OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM VC OR ANOTHER VC ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A VC ENTITY TO YOU. THE VC ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT VC WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

 

9. Limitation of Liability

Under no circumstances will any VC Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the VC Entities have been advised of the possibility of such damages. The VC Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your VC Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The VC Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the business purpose; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us.

You agree to limit any additional liability not disclaimed or denied by the VC Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to VC during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We provide the Services from facilities in the United States. We do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

10. Responding to Legal Process

VC may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid and where we have the means and ability to comply. VC is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

11. Dispute Resolution; Agreement to Arbitrate

a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement. Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

g. Conflict of Rules: In the case of a conflict between the provisions of this Section D.11.g and the rules governing arbitration identified in Section D.11.a, the provisions of this Section D.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

 

12. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and VC for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and VC, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

 

13. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law or in equity. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

14. Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including Sections A.3 (“Your Relationship with Your Customers”), A.5 (“Service Requirements, Limitations and Restrictions”), A.6 (“Suspicion of Unauthorized or Illegal Use”), A.7 (“Disclosures and Notices; Electronic Signature Consent”), A.8.b (“Effects of Termination”), B.2 (“Ownership of VC IP”), C.3 (“Security and Fraud Controls”), D.4 (“No Agency; Third-Party Services”), D.5 (“Force Majeure”), D.6 (“Your Liability for Third-Party Claims Against Us”), D.7 (“Representations and Warranties”), D.8 (“No Warranties”), D.9 (“Limitation of Liability”), D.10 (“Responding to Legal Process”), D.11 (“Dispute Resolution; Agreement to Arbitrate”), D.12 (“Entire Agreement”), D.13 (“Cumulative Rights, Construction, Waiver”) and D.14 (“Survival”); and any related terms in the Agreement.

Section E: California Consumer Privacy Act (CCPA)
For purposes of the California Consumer Privacy Act, the VC and Customer agree to the following:

a. Personal Information (“PI”) shared under this Agreement with the VC is not intended to be for consideration nor has the VC received consideration for such;

b. VC understands and agrees that PI shared under this Agreement will only be used to provide services as defined and excepted in Cal. Civ. Code § 1798.140(t);

c. Both VC and Customer agree that each understands what the California Consumer Privacy Act means and that neither Party will do anything to cause the other Party to be deemed to have sold data/PI under this Act.