1. Basic Terms
Only authorized users in good standing under an applicable Subscription Agreement may access certain features of the Services.
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Verb Data and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are under 18 years of age you may not use the Services for any reason. Please contact us if you are aware that a person under 18 is using the Services. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Verb Data may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Verb Data granting you access to and use of the Services, you agree that Verb Data, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. You are not permitted to share your account credentials or allow any unauthorized user to access the Services under your account. You are required to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your Verb Data account. Verb Data cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
4. Customer Data
You are solely responsible for information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or an authorized user through the Services (“Customer Data”). Customer Data does not include data and information related to your use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Data”).
Verb Data does not verify the accuracy of Customer Data and any use or reliance on Customer Data is at your own risk. You understand that by using the Services, you may be exposed to Customer Data that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will Verb Data be liable in any way for your uploading, access, transmission or use of Customer Data. You expressly represent and warrant that, as to any Customer Data: (i) you have collected the information in accordance with any applicable law, regulation or standard, including without limitation, the GDPR, CCPA, HIPAA, COPPA, FERPA or other similar privacy law or standard (collectively, “Privacy Laws”); (ii) the uploading of Customer Data to the Services does not violate the Privacy Laws; (iii) your use of the Services does not violate any Privacy Laws; and (iv) you have the full right and authority to use Customer Data in accordance with your rights under this Agreement. Additionally, you may not upload any Customer Data that: (i) violates the rights of a third party, including copyright, trademark, privacy, and publicity rights; or (ii) violates any law or is in furtherance of illegal activities.
If applicable, this Agreement may be subject to Verb Data’s Data Processing Addendum locatedhttps://www.verbdata.com/dpa. The terms of the Data Processing Addendum shall apply to: (i) the processing (as defined in the GDPR) of personal data (as defined in the GDPR) that is regulated by the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) by Verb Data solely on your behalf, if any; and (ii) from and after the CCPA Effective Date (as defined in the DPA), the processing (as defined in the CCPA) of personal information (as defined in the CCPA) that is regulated by the California Consumer Privacy Act of 2018 (the “CCPA”) by Verb Data solely on your behalf. If you require, in your sole discretion, specific terms for processing Customer Data which includes personal information, you may submit a form agreeing to the terms of the Data Processing Addendum ("DPA") at www.verbdata.com/dpa, and the DPA on the Site at the time of such submission will be incorporated into this Agreement on the date of such submission or the Effective Date, whichever is later.
Verb Data acknowledges that, as between Verb Data and you, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grants to Verb Data a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Verb Data to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
We may modify or adapt your Customer Data in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Customer Data as are necessary to conform and adapt that Customer Data to any requirements or limitations of any networks, devices, services or media.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Customer Data.
Notwithstanding anything to the contrary in this Agreement, Verb Data may monitor your use of the Services and collect and compile Aggregated Statistics. As between you and Verb Data all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Verb Data. You expressly acknowledge and agree that: (i) Verb Data may compile Aggregated Statistics based on Customer Data input into the Services; (ii) make Aggregated Statistics publicly available in compliance with applicable law, and (iii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your confidential information.
If you send or transmit any communications or materials to Verb Data by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Verb Data is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Verb Data, all right, title, and interest in, and Verb Data is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Verb Data is not required to use any Feedback.
5. Verb Data Rights
All right, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Verb Data and its licensors. The Services and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Verb Data reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Verb Data, or the Services are entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
6. Restrictions on Use of The Services
We reserve the right at all times (but will not have an obligation) to suspend and or terminate users or reclaim usernames without liability to you.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Verb Data’s computer systems, or the technical delivery systems of Verb Data providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Verb Data (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Verb Data (NOTE: scraping the Services without the prior consent of Verb Data is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) copy, modify, or create derivative works of the Services or Provider’s user manuals, handbooks, and guides relating to the Services (“Documentation”); (vii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (viii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (ix) remove any proprietary notices from the Services or Documentation; or (x) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
7. Ending These Terms
The Terms will continue to apply until terminated by either you or Verb Data as follows.
At any time, you may deactivate your accounts and discontinue your use of the Services, however, you may still be subject to any payment obligations provided on an applicable Subscription Agreement. In order to deactivate your account, please follow the prompts provided in the subscription management section of the Site.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have failed to maintain your subscription account in good standing; (ii) you have permitted unauthorized users to access your account; (iii) you have violated these Terms, (iv) you create risk or possible legal exposure for us; or (v) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.
Nothing in this section shall affect Verb Data’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.
8. Disclaimers, Limitations of Liability and Indemnity
Please read this section carefully since it limits the liability of Verb Data and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Verb Data Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE VERB DATA ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Verb Data Entities make no warranty and disclaim all responsibility and liability for: (i) any actions of Verb Data users or contributors; (ii) any uploading, use transmission, downloading or other action related to Customer Data; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vii) any advice or information you receive through the Services; and (viii) any injuries or harm you or a third party incurs as a result of information or advice received through the Services. No advice or information, whether oral or written, obtained from the Verb Data Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Verb Data Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VERB DATA ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE VERB DATA ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID VERB DATA, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SHORT NAME ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Verb Data Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) Customer Data; (2) your failure to comply with the Terms; (3) your interactions with any other Verb Data user; and (4) any activity in which you engage on or through the Services.
9. GENERAL TERMS. Waiver and Severability
The failure of Verb Data to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
A. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the state of Massachusetts without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Suffolk County, MA, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that you may only bring claims against Verb Data related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
B. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at https://www.verbdata.com/terms-of-service. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 7 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
If you have any questions about these Terms, please contact us.
Effective: October 1st, 2020