We have made revisions to these terms of service, effective February 23, 2023. By continuing to use our services after such date, you agree to the new terms of service.
Please review these terms (the “Agreement”) carefully. Wherever used in this Agreement, “you”, “your”, “Client”, and similar terms mean the person or legal entity accessing or using the Client Services. For the avoidance of doubt, if you are accessing and using the Client Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Client” means the company or other legal entity that you are using the Client Services on behalf of.
By signing an Authorization Form referencing this Agreement or by accessing or using the Client Services offered by VRIFY Technology Inc. (“VRIFY”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Section 13.6 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: https://vrify.com/legal/client-terms-of-service. When we change this Agreement, we will update the date above.
This Agreement applies only to the Client Services, as further defined below. The terms that apply to the use of VRIFY’s publicly available applications, websites or use of other services are available at https://vrify.com/legal/user-terms-of-service.
We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.
“360 Photos” means images and photos taken, created or edited during or in connection with the development of VRIFY Products, which are either taken by us or our Affiliates or which utilize our photographer’s guidelines and/or post-production work.
“3D Model” means a three dimensional model of the Project Site(s) comprising up to 15 layers of Client-supplied data, formatted as specified by VRIFY with respect to file type and geographic coordinate system and displayed as per VRIFY’s symbology standards.
“Acceptable Use Policy” means our rules and policies for the use of our Platform and all VRIFY Content, as amended from time to time (provided such changes apply to all users and/or clients of VRIFY and that no such amendment will be effective without prior written consent of the Client if such amendment is materially detrimental to the Client) and available at https://vrify.com/legal/acceptable-use-policy which is hereby incorporated by reference and forms a part of this Agreement.
“Affiliate” means a person or entity that owns, is owned by, or is under common control with a Party, and “control” in this definition means that a person or entity owns more than 50% of the equity interest of any entity and/or has the ability to control the management of such entity.
“Agreement” means, collectively, this Agreement (including the Authorization Form and all appendices), the Acceptable Use Policy, the Copyright & IP Infringement Policy, and the Privacy Policy.
“Authorization Form” means a document that, upon execution by the Parties, forms a part of and is subject to this Agreement and that describes a particular scope of work to be performed by VRIFY for Client, the applicable Services, Deliverables, fees and any other matter as the Parties may agree in respect of such scope of work.
“Authorized Users” means individuals who are authorized by you to access and use the VRIFY Editor and/or VRIFY Deck.
“Background IP” means the Platform and various content, information, data, tools, processes, methods, designs, 2D or 3D imaging tools, models, software, software code, and know-how, whether or not copyrightable or patentable, that we created, own or have rights to and may use in connection with the performance of the Services and the creation of the Deliverables, whether pre-existing or created or invented during the performance of the Services. Background IP excludes Client Content and Client Information.
“Client Audio/Visual Materials” means the images, photos, videos, and audio recordings supplied by Client to VRIFY for use on the Platform or to create the Deliverables or made available by Client on its website.
“Client Content” means all information and data (including text, written documents, corporate information, and the Client Audio/Visual Materials) or any other content in any media and format, provided or made available to VRIFY by you or on your behalf for use on the Platform, or to be incorporated into the Deliverables. Client Content includes Non-360 Photos.
“Client Information” means information and data submitted by or for you to VRIFY for the creation and management of your account for the Services.
“Client Services” means the services made available by VRIFY to its issuer clients, including the Services, the Deliverables and the availability of the Platform.
“Company Administrator Account” means the user account of Client through which an Authorized User will be able to view and edit all public and selected secure VRIFY Content of Client on the Platform.
“Copyright & IP Infringement Policy” means our rules and policies for the treatment of copyrighted materials made available through our Platform, as amended from time to time (provided such changes apply to all users and/or clients of VRIFY and that no such amendment will be effective without prior written consent of the Client if such amendment is materially detrimental to the Client) and available at https://vrify.com/legal/copyright-and-ip-infringement, which is hereby incorporated by reference and forms a part of this Agreement.
“Deliverables” means the items identified as a deliverable in an Authorization Form, including all images, photos and other digital content created by us in connection with the development of the applicable VRIFY Products.
Subscription Fee” means the monthly fee in respect of the Platform as set out in the Authorization Form.
“Look and Feel” means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) of: (a) the user interface for the VRIFY Products; (b) the user interface for VRIFY’s mobile application and website, and (c) the user interface for the Platform, and the overall appearance and impression substantially formed by the combination, coordination and interaction of such elements.
“Press Releases” means news and current events information and data (including text, images, photos, videos, audio, corporate information, and documents), in any media and format, provided or made available to VRIFY by a third party service provider.
“Non-360 Photos” means images and photos taken, created or edited during or in connection with the development of the applicable VRIFY Products which are not 360 Photos.
“Party” means either of you or us and “Parties” means, collectively, you and us.
“Personal Information” means information about an identifiable individual.
“Platform” means the VRIFY Editor, VRIFY Products and our mobile application and website.
“Privacy Policy” means our rules and policies for our handling of Personal Information and the handling of Personal Information on the Platform, as amended from time to time (provided such changes apply to all users and/or clients of VRIFY and that no such amendment will be effective without prior written consent of the Client if such amendment is materially detrimental to the Client) and available at https://vrify.com/legal/privacy which is hereby incorporated by reference and forms a part of this Agreement.
“Production Shoot” means the conduct of filming and photography for the purposes of producing the Deliverables.
“Project Fee” means the fee in respect of the content development of the Services as set out in the Authorization Form.
“Project Site” means the project site described in the Authorization Form, including all lands owned, purported to be owned, or leased by you and your subsidiaries and Affiliates and all plants, buildings, structures, erections, improvements, appurtenances and fixtures situate on or forming part of such lands.
“Representatives” means, as to any person, such person’s Affiliates, and its and their respective directors, officers, employees, contractors, subcontractors and consultants.
“Services” means the content development, technology development, project management, hosting and other services set forth in an Authorization Form.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
“User Terms of Service” means our rules and policies for the use of our Platform, the Services and all VRIFY Content, as amended from time to time (provided such changes apply to all users and/or clients of VRIFY and that no such amendment will be effective without prior written consent of the Client if such amendment is materially detrimental to the Client) and available at https://vrify.com/legal/user-terms-of-service which is hereby incorporated by reference and forms a part of this Agreement.
“VRIFY Content” means all digital content supplied by VRIFY, including all elements of the VRIFY Products (but excluding any Client Audio/Visual Materials and written materials contained therein) including but not limited to all 360 Photos, all Background IP, Deliverables and Press Release content.
“VRIFY Deck” means an interactive presentation tool powered by VRIFY.
“VRIFY Editor” means a proprietary content management system comprised of software, content, text, images, media, and other materials that enables Authorized Users and/or VRIFY to manage and publish Client Content, including any modifications or updates.
“VRIFY Meeting” means conferences, presentations or other meetings created by you or your Representatives, via the Platform.
“VRIFY Meeting Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available in connection with a VRIFY Meeting.
“VRIFY Meeting Participant” means a person who participates in a VRIFY Meeting session.
“VRIFY Products” means VRIFY Meeting(s), VRIFY Editor and VRIFY Deck collectively.