USE OF THE VERIFI SITE
Access to and use of the Verifi Site is conditioned upon your compliance with all applicable international, federal, state and local laws and regulations and the terms and conditions provided herein.
Your use of this Site and the content set forth herein is conditioned upon you not conducting your business in a manner or engaging in: (1) any action that violates state, local, federal or international laws, statutes or ordinances, including but not limited to violations of the Credit Card Network rules and consumer protections laws; (2) any business that infringes upon any patent, trademark, trade secret, trade dress, copyright or other proprietary right of any party; (3) any conduct that is threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or otherwise violates Company’s rules or policies; (4) use of any programs which contain harmful content, including, without limitation, software viruses, trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, or improperly or illegally intercept the information and/or services or any system, program, data or personal information or limit the functioning of any software, hardware, or equipment or damage or obtain unauthorized access to any data or other information of any third party that is provided by Company; or (5) any conduct which offers or disseminates fraudulent goods, services, schemes, or promotions or engages in any unfair deceptive act or practice. You acknowledge that the foregoing list is not exhaustive of all prohibited activities and actions but merely represents the types of activities that are not acceptable.
MODIFICATIONS TO THE SITE
Company reserves the right to amend these Terms and modify or discontinue all or part of the Site, temporarily or permanently, with or without notice, and is not obligated to support or update the Site. If an amendment of these Terms would materially impact users, Company will endeavor to display a notice on the Site notifying users of the amendment. The amended Terms shall become effective immediately after they are posted on this Site. Your continued use of the Site after amended Terms are posted, constitutes your acknowledgment of the Terms and any modifications thereto and your agreement to abide by and be bound by the Terms, and any amendments or modifications thereto. Should you object to any modifications of the Terms, then you are not permitted to use the Site.
INTELLECTUAL PROPERTY RIGHTS
The content used, displayed on, and delivered via the Site, including but not limited to the marks ‘Verifi’, ‘Peace of Mind’ and the ‘Intelligence Suite’ are the sole property of Company or its licensors and are protected by copyright, trademark and other laws intellectual property laws. In addition to its rights in individual elements of the content within the Site, Company owns trade dress, copyright and/or patent rights in the selection, coordination, arrangement and enhancement of such content. None of the content delivered via this Site may be copied, displayed, distributed, downloaded, licensed, sublicensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express prior written permission of Company. To request permission you may contact Company via email at [email protected]. By using this Site, you represent and warrant that your use of this Site and the content contained herein will comply with the obligations and requirements under this section.
LINKS TO THIRD PARTY SITES ARE NOT ENDORSEMENTS
The Site contains links to third-party web sites. The linked sites are not under the control of Company, and Company is not responsible for the contents or policies of any linked site. Company provides these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Company. Links to merchants or advertisers are owned and operated by independent retailers or service providers, and therefore, Company cannot ensure that you will be satisfied with their products, services or practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
The information and services provided or referenced on this Site are provided “as is” and “as available”. To the fullest extent permissible under the applicable law, and without limiting the section of these terms headed “Disclaimer/Limitation of Liability”, Company does not represent or warrant that the Site will be available, accessible, uninterrupted, timely, secure, accurate, complete, entirely error-free or virus free nor does Company make any warrant as to the results that may be obtained from the use of the Site or as to the accuracy or reliability of any content or any information or products obtained through the Site or that defects in the Site will be corrected. You expressly acknowledge that this Site and the services are predominantly computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences. Your use of the Site is at your own risk and Company assumes no liability or responsibility for any errors or omissions as to the content set forth on the Site.
DISCLAIMER/LIMITATION OF LIABILITY
To the fullest extent permissible under the applicable law, Company disclaims all guarantees, conditions, warranties or terms of any kind, whether express or implied or imposed by any applicable law, including, but not limited to warranties or guarantees which are implied or imposed by any applicable law with respect to merchantability and fitness for a particular purpose, liability or loss associated with access to any data or server owned or operated by Company. Without limiting the foregoing, and to the fullest extent permissible under the applicable law, neither Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee shall not be liable to you or any other person or entity for: (a) any indirect, special, incidental, consequential or exemplary damages of any kind arising out of the use or inability to use the Site including, without limitation, damages for loss of goodwill, lost profits, business interruptions, loss of programs or other data, even if Company has been advised of the possibility of such damages, expenses or costs resulting directly or indirectly from or otherwise arising in connection with the Site, or (b) any claim attributable to errors, omissions or other inaccuracies related to this Site.
Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable law which cannot lawfully be excluded, restricted or modified. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
If any guarantee, condition, warranty or term is implied or imposed by any applicable law and cannot be excluded (a “Non-excludable Provision”), and Company is able to limit your remedy for a breach of the Non-excludable Provision, then Company’s liability for breach of the Non-excludable Provision is limited exclusively (so far as applicable laws do not prohibit) to one or more of the following at Company’s option:
(i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
(ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
Additionally, you expressly agree that Company shall not be liable for any loss arising from infiltration of the Site by means of software viruses, trojan horses, worms, time bombs, or any other software programs or technology designed or intended to disrupt, damage, intercept or expropriate data from you or the Site.
Except as otherwise limited herein, or within an applicable services agreement, our liability to you or any third party in any circumstances under these Terms shall be limited, to the fullest extent permissible under the applicable law, to the lesser of (a) any amounts you have paid to us in the thirty (30) days prior to the claim giving rise to liability or (b) $500.00.
Merchant agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries, expenses, attorneys’ fees (whether in-house or otherwise), costs or otherwise, directly or indirectly arising from or related to your use of this Site in breach or violation of these Terms including acts or omissions and whether such conduct is negligent or intentional. Such conduct warranting defense and indemnity shall include but is not limited to: (a) use of the Site in breach or violation of these Terms; (b) breach or alleged breach of any representation, warranty or other obligation; (c) violation of any federal, state, international or local law and any and all regulations, rules or ordinances; (d) negligent or willful misconduct by you; (e) any violation of these Terms; or (f) your infringement of any intellectual property or other legal right. In the event that Company is fined or penalized by any of the Credit Card Associations or any other state, federal or regulatory agency, as a result of your use of this Site you agree that you will reimburse Company immediately for said fines and/or penalties.
These terms and the use of the Site shall be governed by, and construed in accordance with, the laws of the State of California. To the fullest extent permitted under the applicable law, jurisdiction and venue for any action, whether arbitration or otherwise shall be solely and exclusively in the County of Los Angeles, State of California and by entering this Site, you agree to in personam jurisdiction. If you are an Australian resident, you shall submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
It is agreed that any conflicts arising out of or relating to these terms that either party can invoke the right to have the conflict determined by binding arbitration. The neutral Arbitrator shall have the authority to entertain and determine all matters and disputes between the Parties, including the issuance of preliminary and/or permanent injunction, as well as awarding attorney’s fees (including in-house fees) and costs to the prevailing party. To the fullest extent permitted by the applicable law, all disputes and claims arising from this Agreement shall be determined by an arbitration instituted solely and exclusively in the County of Los Angeles, State of California or, if you are an Australian resident, in New South Wales, before a single neutral Arbitrator through Alternative Dispute Resolution Services, Inc., or a comparable alternative dispute resolution company, which shall be selected by the party who initially files the claim. In the event that the Parties cannot agree upon the designation of the Arbitrator, the Arbitrator shall be a retired judge or justice of the California Superior Court or the United States District Court and shall be designated by the selected arbitration association. All fees for said arbitration shall be advanced and paid equally between the Parties unless otherwise determined by the Arbitrator.
WAIVER OF RIGHTS TO COURT PROCEEDING
You acknowledge that you are waving your right to resolve any dispute within the judicial system, to the fullest extent permissible under applicable law and subject to the section of these Terms headed “Governing Law/Jurisdiction. Notwithstanding, upon a final ruling by an arbitrator as set forth above, either party may seek to enforce a final judgment in any court in Los Angeles, California, United States or, if you are an Australian resident, the city of Sydney, New South Wales, Australia.
ACCESS TO PASSWORD PROTECTED/SECURE AREAS
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to civil or criminal penalties.
TERMINATION & EFFECT
Company may terminate or prohibit access to the Site, with cause (if you violate or breach the Terms), at any time, and effective immediately. Company may notify you that it shall terminate access to the Site, without cause, after three (3) business days’ notice from receipt of notification. Company shall not be liable to you or any third party for termination. Should you object to any provision of the Terms or any subsequent modifications thereto, your only recourse is to immediately terminate use of the Site.
Company is the owner of the trademarks “Verifi”, “Peace of Mind”, “Merchant Co-Op”, and other trademarks that may be displayed on the Site from time to time. You are not authorized to use or display Company’s trademarks, attempt to claim ownership or otherwise claim any right, title or interest in Company’s trademarks.
Company has certain patents that are pending related to the technology and Services provided by Company. By accessing this Site and/or utilizing the services offered on this Site, you agree that you are specifically precluded from attempting to claim any ownership, right, title or interest in Company’s pending and/or registered patents.
Verifi has a number of issued patents and pending patent applications in the US and in foreign countries protecting its products/services. Specifically, the Dispute Resolution System and Method is protected by U.S. Patent Nos. 7,941,352, 8,275,705 and 8,566,235.
Company shall not be liable for any losses arising out of the delay or interruption of its performance of obligations due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions by a third party, infiltration or disruption of the Services by a third party, or other catastrophes or occurrences that are beyond Company’s reasonable control.
In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. In the event of a conflict between the Terms and an applicable agreement, whether for Services, CDRN or otherwise, the latter agreements shall govern.
GENERAL PERFORMANCE CLAIMS
Results from the use of Verifi’s services and product offerings may vary on a case by case basis. Specific terms and obligations for use of the services shall be subject to the contractual provisions set forth in a portal or services agreement.
For the avoidance of doubt, for Chargeback Representment services, the percentage of funds recovered is not guaranteed. Success is determined on a case-by-case basis and is dependent upon various factors outside of Verifi’s control. Decline Salvage results are not guaranteed. Success is determined on a case-by-case basis and is dependent upon various factors outside of Verifi’s control. For standalone services, certain terms and conditions may apply and not all merchants will qualify.