User Terms of Service

Last Modified: February 23, 2023

Please review these terms (the “Agreement”) carefully. By accessing or using the 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 as set out in Section 8.2 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: https://vrify.com/legal/user-terms-of-service, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. Continued use of the Services after any such changes have been made will constitute your consent to such changes. When we change this Agreement, we will update the “Last Modified” date above.

This Agreement applies to the “Services”, which are services that you access or purchase through our website or mobile applications (this does not include services provided by VRIFY to its issuer clients), as further defined below. The terms that apply to services provided by VRIFY to its issuer clients are available at https://vrify.com/legal/client-terms-of-service. Other terms may also apply to your use of the Services, such as the Acceptable Use Policy.

By using our Services, you confirm that:

A. You will only use our Services for personal and non-commercial reasons and not for any business or professional reasons, unless you have received our prior written consent;

B. You are at least 18 years old or otherwise able to enter into a legally binding agreement;

C. You accept and will comply with this Agreement;

D. If you are using our Services as a representative of an organization, you have the power to enter into legally binding agreements for the organization; and

E. You are responsible for anyone that uses our Services through your account, such as your employees, consultants or contractors (“Authorized Users”).

1. TERMINOLOGY

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.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on our Services.

“Services” means our websites, such as vrify.com (and all its current and future subdomains), and mobile applications, and any services that you access or purchase through our websites or mobile applications, but do not include services provided by VRIFY to its issuer clients, which are governed by different terms.

“you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.

2. SERVICES

2.1. Services. Subject to the rest of this Agreement, we will allow you and your Authorized Users to access and use our Services for your personal and non-commercial use. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies.

2.2. Updates. We may change our Services, such as by changing, adding or removing features at any time, for any reason. We may or may not provide notice of those changes to you. We will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services.

2.3. Third Parties. Our Services depend on third parties and the Content they make available to us, which we do not control and may change without notice. If at any time a third party stops making Content available to us, or available to us on reasonable terms as determined by VRIFY in its sole discretion, we may stop providing access to certain features or functionality and we will not be liable to you or any other third party for any such change.

2.4. Acceptable Use Policy. You and any Authorized Users using your account must comply with the Acceptable Use Policy and all laws. If we reasonably believe that you have breached the Acceptable Use Policy or any applicable law, we may, at any time and without notice, suspend, restrict or terminate your account or your access to the Services.

2.5. Account Information. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.

2.6. Content. We are not responsible for Content provided by others, including third parties. We have not independently audited or verified such Content and it is provided to you for information purposes only. You and anyone else who accesses our Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any other person for Content provided by third parties.

3. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

3.1. Confidentiality. If we share non-public information about VRIFY or our Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.

3.2. Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential. If you provide Feedback, you grant VRIFY a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.

3.3. Services. We keep all rights and interests in our Services. The Services may contain Content owned or licensed by VRIFY (“VRIFY Content”). VRIFY Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and VRIFY, we own and retain all rights in the Services and in any VRIFY Content.

4. PAYMENT TERMS, TRIALS AND RENEWAL

4.1. Fees and Trials. You must pay all fees for the Services you purchase, except Services that we expressly offer free of charge. If you sign up for a free trial of a paid Service, we may require you to provide a valid credit card or other payment method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a charge-free service and uninstall any paid apps before the end of the free-trial period.

4.2. Paid Services. For paid Services, you must provide us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge you based on your chosen plan (such as monthly or yearly). We will share your account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase. Subscription to our plans are for fixed terms, and the associated fees payable are non-refundable. Prices for paid Services are subject to change on 30 days’ notice, provided that no price change will apply during your then-current subscription term. Depending on where you live, differences in prices may apply. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel or downgrade your account to a plan that is free of charge, you authorize us to keep billing you for our Services and you remain responsible for uncollected amounts. If you owe us any unpaid fees, we may suspend your access to our Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period in which you cancel or downgrade your plan.

4.3. Auto-Renewal of Services. Services plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you chose when you purchased our Services), and we will automatically bill you on renewal unless you cancel or downgrade our Services under Section 5.1 below.

4.4. Taxes. You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

5. CANCELLATION AND TERMINATION OF SERVICES

5.1. You may cancel or downgrade your Services plan at any time by following the steps we may outline from time to time. If you cancel (or downgrade) paid Services, you must continue to pay for the rest of your plan term and you are not entitled to a refund.

5.2. We may refuse to provide service (including the Services) to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated the Acceptable Use Policy or any other part of this Agreement, you will not receive a refund. If we terminate your access to the Services under this section for no reason, we will refund you for the Services you have not yet received.

6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

6.1. We offer our Services “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and noninfringement, that our Services will meet your requirements or that our Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Services at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of VRIFY and our affiliates (the “VRIFY Parties”) from any claims, known or unknown, you have against them.

6.2. We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, our Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Content provided by third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of our Services or your account or the information contained in your account.

6.3. Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of our Services, even if we have been advised of the possibility of such losses, will not exceed the greater of the fees we received from you for our Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose and CAD$100. The limitations of liability in this section also apply to the VRIFY Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.

6.4. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.

6.5. Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.

6.6. If you are dissatisfied with our Services or believe that you’ve been harmed by your use of our Services or this Agreement, you may terminate your use of our Services (as set out above). That termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.

7. CLAIMS AND DISPUTES

7.1. The laws of the Province of British Columbia and Canadian law applicable in British Columbia will govern any dispute, cause of action or claim arising out of this Agreement or your use of our Services, including against any VRIFY Party (“Dispute”), without giving effect to conflict-of-law principles.

7.2. You will indemnify and hold harmless the VRIFY Parties from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any claim against a VRIFY Party related to: (a) your breach of this Agreement or any laws; or (b) your use of our Services.

7.3. If you breach this Agreement or violate our rights or another person’s rights, we may ask a court to stop you; if we bring a claim against you, you will reimburse us for our reasonable legal fees for that claim.

7.4. If you have any kind of Dispute with us, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by you and VRIFY. You will give notice of your Dispute to us in writing. If we do not decide together on an arbitrator within 15 days after we receive that notice, we both agree to ask the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint one for us. The arbitration will take place in Vancouver, British Columbia, under the Arbitration Act (British Columbia), and will follow the Domestic Commercial Arbitration Rules of the BCICAC. The arbitrator will have the right to decide how the costs should be divided between us. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of us from doing something) or an order that you or we pay damages to the other. The arbitrator’s award can be entered into the registry of the British Columbia Supreme Court in Vancouver, British Columbia, and enforced in the same way as a court order if the court in the enforcing jurisdiction allows.

7.5. Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. VRIFY and you each waive any right to a trial by jury.

8. MISCELLANEOUS

8.1 Export Compliance. You will not use or access our Services if you are located in any jurisdiction in which theprovision of our Services is prohibited under Canadian, U.S. or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use our Services in violation of any Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.

8.2. Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the VRIFY website, and your use of the Services after the effective date of the updated Agreement or other terms constitutes your agreement to the updated Agreement or other terms, as applicable. It is important for you to review this Agreement before using our Services and from time to time. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and will apply to your use of the Services from that point forward.

8.3. Assignment. You may not assign your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity.

8.4. Severability. If a court finds part of this Agreement to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part.

8.5. Force Majeure. We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or if another person changes their services or terms or no longer offers their services to you or VRIFY on terms we believe are reasonable.

8.6. Remedies. If we fail to enforce this Agreement, we are not waiving our right to do so. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement, at law or otherwise.

8.7. Notices. VRIFY may give notice to you by placing a banner notice on the VRIFY platform or VRIFY’s website. We may also contact you or your Authorized Users through your VRIFY account or contact information you provide, such as email or telephone. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Services or this Agreement.

For any notice to VRIFY that you give under or regarding this Agreement, you must notify VRIFY by email at legal@vrify.com with a duplicate copy sent via registered mail to the following address: 401 – 353 Water St, Vancouver, BC, V6B 1B8; Attention: Legal Department.

8.8. Entire Agreement. This Agreement, including the other documents referred to as applicable to the Services in this Agreement, is the entire agreement between you and VRIFY for your use of our Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.