ASSERID USER AGREEMENT
This AssertID User Agreement ("Agreement") is entered in by and between AssertID, Inc., a Delaware corporation ("AssertID") and you ("You"), and is made effective as of the date of electronic execution by You or by You otherwise using the AssertID application (the "Application"). This Agreement sets forth the terms and conditions of Your use or access of the Application and AssertID's services offered through the Application (the "Services"). You agree that the Services are offered to You for Your personal and non-commercial use only. You acknowledge that the Application and Services are in beta and AssertID has no obligation to make them generally available ("Beta"). If You do not agree to the terms of this Agreement, You are not permitted to, and You agree not to, use the Services and/or use or access the Application.
1. TERM OF AGREEMENT; MODIFICATIONS. You agree that AssertID may modify this Agreement and the Services from time-to-time in AssertID's sole discretion without advanced notice. A current version of this Agreement will always be available on the Application. You agree to be bound by any changes AssertID may make to this Agreement when such changes are made, by Your continued use of the Application and the Services. It is Your responsibility to regularly review this Agreement. The term of this Agreement shall continue in full force and effect from when You accept the Agreement until AssertID indicates the Beta is over ("Term"). AssertID reserves the right to terminate this Agreement immediately 1) for convenience by providing You notice of such, 2) in the event of any breach of the Agreement by You, or 3) any use of the Services that are inconsistent with AssertID's intended use of the Service, as AssertID determines, in its sole discretion. In the event AssertID makes the Application and Services available after the Beta, the use of the Application and Services shall be governed by a separate agreement.
2. REPRESENTATIONS AND USE RESTRICTIONS. Your right to use the Services is a non-transferable right. You may not share Your account with any other party. You may not use the Services for any commercial purpose, including but not limited to, reselling and/or providing access to the Services, except as specifically permitted under the Beta, as solely determined by AssertID. You represent that You a) are at least fourteen (14) years of age; b) will only provide true, accurate, current, and complete information about You to the Application; c) will update any and all information submitted to through the use of the Application and Services as soon as it changes and will request that it be re-verified; d) will only verify information that You know to be true and correct; and e) will not use any automated scripts in using the Application and/or Services. You represent that You will not a) intimidate or harass another user of the Application; b) use or attempt to use another user's account; c) create a false identity; d) upload, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, overburden, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; e) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; f) upload, post, email, transmit or otherwise make available any harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable materials; g) harvest or collect email addresses or other contact information or use automated scripts to collect information from the Application for any other purpose that to communicated directly to a specific user; h) copy, modify, translate, prepare derivative works, reverse engineer, decompile, disassemble, and/or unbundle the Services; and/or i) use the Application or Services for any commercial purpose. You agree that AssertID may use and rely on any information provided by You in any manner, including but not limited to, for statistical and internal business purposes and to improve the Application and Services, subject to Section 5.
3. PAYMENT. The use of the Application and Services for the Beta under this Agreement are free. In the event the Application and Services are provided by AssertID after the Beta, AssertID reserves the right to charge a fee.
4. PRIVACY AND COPYRIGHT. AssertID will only contact a "verifier" after You have electronically requested AssertID to do so. You control the privacy settings on Your account and which fields will be displayed publically. AssertID will not sell Your information. AssertID does reserve the right to use third party services to increase the strength of verification and/or Your score and to otherwise improve the Services; and AssertID may use outside databases for the foregoing. AssertID will not use Your information in any way inconsistent with the purposes and limitations provided under this Agreement. In the event You reasonably believe that any information posted on the Application and or through use of the Services infringes the intellectual property rights of a third party, please notify AssertID at legal@assertid.com, and AssertID reserves the right (but does not have the obligation) to investigate the matter.
5. ACCOUNT SECURITY. You agree You are entirely responsible for maintaining the confidentiality of any password and account information that You may create now or in the future. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify AssertID immediately of any unauthorized use of Your account or any other breach of security. You agree AssertID will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge.
6. INTELLECTUAL PROPERTY. You agree that AssertID or its licensors holds all rights, title and interest in the Services and all intellectual property, including other rights related to intangible property related thereto, including but not limited to copyrights, patents, Trademarks, and trade secrets ("Intellectual Property"). You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials of the AssertID website, without the express written permission of AssertID.
7. WARRANTIES. You hereby represent and warrant that You (and they, where applicable) have the right, power, legal capacity and appropriate authority to enter into this Agreement.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL ASSERTID BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER ON THE BASIS OF CONTRACT, TORT, BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE SITE AND SERVICES, YOUR LOSS OF DATA OR OTHERWISE, EVEN IF ASSERTID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES MAY NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS ON LIABILITY FOR DAMAGES AS CONTAINED HEREIN. IN SUCH STATES, ASSERTID's LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW. YOU AGREE THAT IN NO EVENT SHALL ASSERTID's MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED $50.00 (US).
9. DISCLAIMER OF WARRANTIES. ASSERTID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SERVICES ARE PROVIDED AS "BETA" AND ON AN "AS-IS" BASIS. ASSERTID MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ASSERTID DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, CONDITION, OR OTHERWISE, OF THE SITE AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY SCORE, ATTRIBUTE, VIRTUAL ID, ID, AND/OR VERIFIERS AND THEIR RESPONSES. THE SERVICES MAY CONTAIN SOFTWARE PROVIDED BY THIRD-PARTIES ("THIRD-PARTY SOFTWARE"). THIRD-PARTY SOFTWARE IS PROVIDED AS-IS.
10. USER DISPUTES. You agree that any inaccuracies in any feedback from a verifier or other third party is not the responsibility of AssertID. You may report an such inaccuracy to AssertID. AssertID reserves the right, but has no obligation, to monitor such reported information and to take action, including but not limited to, changing any information, removing any information from You and/or any other party's account, and/or reporting any such behavior to the proper legal authorities (all, in AssertID's sole discretion). You agree to not hold AssertID responsible for any actions or inactions related to the foregoing. You acknowledge that AssertID is solely a facilitator and promoter of information provided to it by its users.
11. INDEMNIFICATION. You agree to defend, indemnify and hold harmless AssertID and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your use of the Services, Your breach of this Agreement or incorporated agreements and policies, and/or any negligence or willful misrepresentation or misconduct by You. You agree that AssertID shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify AssertID of any such claim promptly in writing and to allow AssertID to control the proceedings. You agree to cooperate fully with AssertID during such proceedings.
12. GENERAL.
12.1 GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY. This Agreement shall be deemed to be entered into in and governed by the laws of the State of California. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of San Francisco County, California. You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
12.2 NOTICES. All notices shall be in writing. You agree that all notices sent to You will be sent either to the email or postal address You have on file with AssertID. Notices from You to AssertID shall be made to AssertID's address at: 1341 Bay Street, San Francisco, CA 94123. Except for notices sent to You by e-mail, notices shall be sent by express delivery service to the other party. Notices shall be effective on the date the notice is delivered to the applicable address in the case of delivery by express overnight service. Notices sent by e-mail shall be effective on the date they are sent. Either party may change its address by written notice to the other party in the manner set forth above.
12.3 ASSIGNMENT. You may not assign this Agreement for any reason. Any such attempted assignment shall be null and void and a breach of this Agreement.
12.4 INDEPENDENT PARTIES. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.
12.5 SEVERABILITY. You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
12.6 WAIVER. The failure of AssertID to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of AssertID thereafter to enforce such provisions.
12.7 FORCE MAJEURE. AssertID will make reasonable efforts to keep its Application and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold AssertID liable for any of the consequences of such interruptions.
12.8 ENTIRE AGREEMENT. This Agreement as well as any additional AssertID policies referenced herein, together with all modifications thereto, constitute the complete and exclusive agreement between You and AssertID concerning Your use of AssertID's Services, and supersede and govern all prior proposals, agreements, or other communications.
12.9 SURVIVAL. Sections 2 and 5-12 shall survive this Agreement.