TERMS OF USE
Acceptance of Terms
These Terms of Use (“Terms”) you are reading are a legally binding agreement between Verbato Inc. (“Verbato Inc.”, “we” or “us”) and yourself (“user” or “you”) governing the terms of use for when you use or access Verbato's website (“Website”), Verbato's mobile application ("App") (together "Platform") or use our services including our application programming interface, software, tools, developer services, data documentation including our AI-as-a-service (“Services”). By accessing and/or using the Platform and Services, you represent that you have read, understood, accepted and agreed to be bound by these Terms, including our policies, guidelines and documents we may provide in writing or publish in connection with our Platform and/or our Services. Our Privacy Policy explains how we collect and use personal information. To the maximum extent permitted by law, you hereby waive any applicable rights to require an original (non-electric) signature or delivery or retention of non-electronic records. Please note that the term “you” also includes the company or other entity/organization on whose behalf you are accepting these Terms, to the extent applicable. If you do not have the requisite authority, you may not accept these Terms and/or use the Service on behalf of any company or other entity/organization. If you do not agree to these Terms, you are not permitted use or access the Platform or receive Services.
Verbato reserves the right, in its sole discretion, to revise or modify these Terms at any time. In such a case, we will post a revised version on the Platform. If an update materially and adversely affects your rights or obligations under these Terms, we will provide notice to you either by sending an email to the address associated with your user account, if any, or providing an in-product notification. Changes which materially and adversely affect your rights or obligations under these Terms will become effective no sooner than thirty (30) days after we notify you. All other changes will be effective immediately. You are responsible for viewing these Terms periodically. Your continued use of the Platform and Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to the Terms, your only remedy is to discontinue your use of the Platform and Services and to cancel any Account(s) (as defined below) created for your use of the Services.
If you violate any of the Terms, Verbato reserves the right to issue you a warning regarding the violation or to immediately terminate and/or suspend all or part of the Account(s) created for your use of the Services. To the maximum extent permitted by law, you agree that Verbato does not need to provide you notice before terminating or suspending your Account(s), but it may provide such notice in its sole discretion.
Our Platform and Services are allowed for users of at least eighteen (18) years of age who are able to form a binding contract with us to use the Platform and the Services or 16 years old with the permission of a parent or guardian. You declare that by clicking “accept” or any other way in which you indicate acceptance of these Terms, including by using the Platform and Services, you agree to each of the Terms contained herein. You may not use the Platform and Services and may not accept these Terms if you are under the age limits specified in this section 1.4 or, you are a person barred from using the Platform and Services, or unable to execute contracts, under applicable laws. If the Platform and Services or any part thereof are determined to be illegal under the laws of the country in which you are situated, you shall not be granted any right or license to use the Platform and Services, and must refrain from using the Platform and Services. We reserve the right to delete any information or account if we conclude that you are below the age of 16.
Grant of License
Subject to your agreement and compliance with these Terms and with applicable laws, and except as expressly determined otherwise by us, Verbato grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to access and to use the Platform and Services. Use of the Platform and Services shall be solely for your own purposes and for no other purpose whatsoever. You hereby acknowledge that your license to use the Platform and the Services is limited by these Terms, and, if you violate or if, at any point, you do not agree to any of these Terms, your license to use the Platform and the Services shall immediately terminate, and you shall immediately refrain from using the Platform and the Services, and without limiting our rights or remedies in law and equity, we may suspend your access to our Platform and Services. We and our affiliates own all rights, title, and interest in and to the Platform and the Services. Any rights not explicitly granted to you are reserved by Verbato.
Description of the Services
Verbato's technology is an AI-as-a-service which allows content creators to build interactional avatars that interact with audiences digitally in a humanly fashion (ie, potentially, text, speech, and appearance such as facial expressions, etc). The Platform is designed to allow its users to provide services such as product experts, influencers extensions, general entertainment, concierge services, etc.
Access to the Platform and Services
It is your responsibility to ensure your computer or mobile device meets all the necessary technical specifications to enable you to access and use the Platform and Services. Verbato does not provide you with the equipment to access and/or use our Platform and Services. You are responsible for all fees charged by third parties related to your access and use of the Platform and Services (e.g., charges by internet service providers or air time charges).
Verbato cannot guarantee that the Platform and Services will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the Platform and Services, and may result in the failure of your communications including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply. Verbato takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.
Account Information. Payment
In order to use our Services you are required to register with us through one of the channels that we make available to you. During registration, you will provide us with some information so Verbato could provide you with an access (“Login Information”) to our Services via an account which will be personal to you and your use (“Account”). You must implement reasonable and appropriate measures designed to help secure your access to and use of the Platform and/or Services. The following rules govern the security of the Account(s) created and Login Information. For the purposes of these Terms, references to Account(s) and Login Information shall include any account and account information, including user names, passwords or security questions that may be used to access the Platform and/or Services:
You shall not share your Account(s) or Login Information with any third party, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account(s).
You represent that all information you provide to create an Account or to register to use Verbato’s Services, is accurate and truthful and that you will maintain the accuracy and truthfulness of such information. In case the information you provide is no longer accurate, you shall notify Verbato immediately, with the updated information.
In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account(s), you must immediately notify Verbato and modify your Login Information;
You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you;
You are responsible for anything that happens through your Account(s), whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that your Account(s) may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
You undertake to monitor your Account(s) and restrict use by any individual barred from accepting these Terms and/or using the Platform and Services, under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the and Services by any of the above mentioned;
Verbato reserves the right to remove or reclaim any user names at any time and for any reason, including but not limited to claims by a third party that a user name violates such third party's rights;
Verbato reserves the right to access, read, preserve and disclose any information that it obtains from you in connection with your use of the Platform or Services, if it reasonably believe it is necessary in order to: (a) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (b) enforce these Terms, including to investigate potential violations of them; (c) detect, prevent or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of Verbato.
If you find any vulnerabilities or breaches relating to the Platform and/or Services, you are obligated to promptly contact Verbato and provide details of such vulnerability or breach.
Rules of Conduct and Usage
You represent and warrant that you have full right and authority to enter into and to be bound by these Terms. You agree that you will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of the Platform and Services. Without limiting the foregoing and in recognition of the global nature of the internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons.
In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:
Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform and Services or the computers of other users of the Platform and Services;
Create false personas, multiple identities, multiple user Accounts, set up Account(s) on behalf of someone other than yourself unless permitted explicitly by Verbato, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications through which the Platform and Services are accessed;
Attempt to obtain passwords or other private information from other users including personally identifiable information (whether in text, image or video form);
Make representations with respect to Verbato not approved in these Terms or otherwise in advance and in writing by Verbato;
Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account(s) to anyone without Verbato's prior written consent;
Access or use Account(s) which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account(s) creator without Verbato's prior written consent;
Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Platform and Services;
Attempt to use the Platform and Services on or through any service that is not authorized by Verbato. Any such use is at your own risk and may subject you to additional or different terms.
Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Platform and Services; and/or
Interfere with the ability of others to enjoy using the Platform and Services, including disruption, overburden or aid the disruption or overburdening of the Platform and Services’ servers, or take actions that interfere with or materially increase the cost to provide the Platform and Services for the enjoyment of all its users.
You undertake that you shall not defraud, or attempt to defraud, Verbato or other users, and that you shall not act in bad faith in your use of the Platform and Services. If Verbato determines that you have acted in bad faith and/or in violation of these Terms, or if Verbato determines that your actions fall outside of reasonable community standards, Verbato may, at its sole discretion, terminate your Account(s) and prohibit you from using the Platform and Services. You agree that your use of the Platform and Services shall be lawful and that you will comply with the usage rules.
Confidentiality, Privacy and Data Protection
Confidentiality. You may be given access to Verbato's Confidential Information or that of other third parties. You may use Verbato's Confidential Information only as needed to use the Platform and/or Services as permitted under these Terms. You may not disclose Verbato's Confidential Information to any third party, and at all times, you will protect Verbato's Confidential Information and not share such Confidential Information with any third party without Verbato's prior written approval. “Verbato's Confidential Information” means nonpublic information that Verbato or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Verbato's Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently develop without using Verbato's Confidential Information. You may disclose Verbato's Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Verbato and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
Privacy. Verbato's Privacy Policy available is on Verbato's Platform. Available at https://verbato.ai/privacy You agree that you will supply accurate and complete information to us, and that you will update information promptly after it changes.
Processing of Personal Data. If you use the Platform and/or Services in such a way that it involves the processing of personal data, you are obligated to provide legally adequate privacy notices to the parties that are involved and obtain the necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
Term and Termination
These Terms take effect when you first use the Platform or Services and remain in effect until terminated. Verbato may refuse access to the Platform and Services or may terminate your Account(s) and/or these Terms without notice for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account(s), or illegal or improper use of the Platform, Services, or Verbato's intellectual property as determined by Verbato in its sole discretion. You may lose your username as a result of Account termination, without responsibility on the part of Verbato for any damage that may result from the foregoing. If you have more than one Account, Verbato may terminate all of your Accounts.
You may terminate these Terms at any time for any reason by discontinuing use of the Platform and Services (as applicable).
Suspension for prohibited acts. Verbato reserves the right to temporarily suspend provision of the Platform: (a) if you are seven (7) days or more overdue on a payment; (b) Verbato receives a claim, complaint, or notice that your content or Input Data violate, infringe or misappropriate any third-party rights (e.g., a DMCA notice); (c) if Verbato reasonably determines suspension is necessary to avoid material harm to Verbato, to its other customers, or to the Platform; (d) you use the Services in violation of Applicable Law, or (e) as required by law, regulation, or at the request of a governmental entity.
Upon termination of these Terms, you will stop using the Platform and Services and will promptly return or, if instructed by Verbato, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration shall survive, including, without limitation, Sections 2, 6, 7, 9, and 10 as well as the licenses and rights granted to Verbato in Section 9A.
Intellectual Property Ownership
Verbato and/or its affiliates retain all rights in the Platform, and Services and materials (including, but not limited to, applications, software, designs, graphics, texts, information, presentations, pictures, video, , sound, music, and other files, and their selection and arrangement) (collectively, “Verbato Materials”). The entire contents of the Platform, and Services are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may use the Verbato Materials solely for your personal purpose, including the purpose of legitimate use of the Verbato Materials by the company or other entity/organization on whose behalf you are accepting these Terms, and all subject to the limitations set forth in these Terms. You may not use the Verbato Materials in collaboration with any other person or entity by any means whatsoever, including without limitation, via third party content sharing or conference services. You shall not download, scrape, screenshot, copy, transfer distribute, reproduce framed, republish, transmit or post any of the Verbato Materials or any part of the Platform for any other purpose other than for your own personal use and impression and in particular, may not use Verbato Materials for any benchmark test.
Without derogating from the above, you shall not nor shall not cause any other party to use the Platform and/or Services in any way that will, in any form or by any means, in whole or in part: (a) modify, decompile, disassemble, reverse engineer, reverse assemble, reverse compile, translate, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law), (b) create derivative works from, reproduce rent, sub-license, scrape, download, display, disclose, (c) lease or sell in any form or by any means, (d) infringe, misappropriate or violate any persons rights, (e) to develop foundation models or other large scale models that compete with Verbato, (f) use any method to extract data from the Platform or Services, including web scraping, web harvesting, or web data extraction methods, (g) represent that output from the Platform and/or Services was human-generated when it is not, (h) buy, sell, or transfer API keys without our prior consent (i) send us any personal information of children under 13 or the applicable age of digital consent or (j) be for any purpose other than for using the Verbato Materials as expressly authorized by us pursuant to these Terms nor may you otherwise exploit any of the Verbato Materials or any part of its Platform or Services without Verbato’s explicit, prior written consent. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Verbato Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your Account(s) as well as severe civil and criminal penalties.
Verbato owns all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Verbato Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Platform and Services or by reviewing any of the Verbato Materials, or rights to any derivative works thereof.
Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
You are not required to provide Verbato with any feedback or suggestions regarding the Platform, Services or any of the Verbato Materials. However, should you provide Verbato with comments or suggestions for the modification, correction, improvement or enhancement of the Platform, Services, and/or any of the Verbato Materials, then, subject to the terms and conditions of these Terms, you hereby grant Verbato a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Verbato chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Verbato's and its sublicensees' products and content embodying such comments or suggestions in any manner and via any media Verbato chooses, but without reference to the source of such comments or suggestions. For the sake of clarity, Verbato may use any feedback you provide without restriction or compensation to you.
Content and Ownership
Platform. Verbato (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all intellectual property rights) in and to: (a) the Platform, and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. You shall make, and hereby irrevocably make, all assignments and/or waivers necessary or reasonably requested by Verbato to ensure and/or provide Verbato (and/or its designee(s)) the ownership rights set forth in this paragraph. Verbato shall be entitled, from time to time, to modify and replace the features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of Verbato’s intellectual property rights under any law.
Feedback. If Verbato receives any feedback, suggestions, or ideas for or about the Platform (collectively, "Feedback") all rights, including intellectual property rights in such Feedback shall belong exclusively to Verbato and such shall be considered Verbato's Confidential Information. You hereby irrevocably and unconditionally transfer and assign to Verbato all intellectual property rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Verbato at its sole discretion, and that Verbato in no way shall be obliged to make use of the Feedback.
Analytics Information. Any non-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or your use, of the Platform (such as metadata, aggregated data, analytics, security findings or discoveries, etc.) (collectively, "Analytics Information") may be used by Verbato for providing the Platform, for development, and for statistical purposes. Such Analytics Information is Verbato's exclusive property
Input Data. As between the parties, you are, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Platform by or on behalf of you or otherwise integrated with the Platform via an API, or data belonging to your applications within the environment in which the Platform is made available (the "Input Data"). You hereby grant Verbato and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Verbato's subcontractors, if applicable), non-transferable right and license, to access and use Input Data, including without limitation for Verbato's provision of the Platform and related services hereunder. Verbato represents, warrants and covenants that to the extent Input Data includes any personally identifiable information, Verbato has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws in order to allow Verbato to receive, transfer and use Input Data solely for Verbato's provision of the Platform and related services hereunder. Verbato may however be required to disclose Input Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process Input Data through Verbato's affiliates, subsidiaries, third party service providers and vendors as reasonable necessary to provide the Platform.
Third-Party Trademarks. Any third-party trademarks, product or company names referenced in the Services or Verbato Materials are the property of their respective owners and may not be used without the prior written permission of the owner.Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Platform and/or Services may generate the same or similar output for Verbato or a third party.
Use of Content to Improve the Platform and/or Services. One of the main benefits of machine learning models is that they can be improved over time. To help Verbato provide and maintain the Platform and/or Services, we may use the Input Datato develop and improve the Platform and/or Services.
Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Verbato
Email: info@verbato.ai
Written claims concerning copyright infringement must include the following information:
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Disclaimer of Warranty; Limitation of Liability; Indemnification
You agree that your use of the Platform and Services shall be at your sole risk. To the fullest extent permitted by law, we, our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on our behalf, disclaim all warranties, explicit or implied, in connection with the Platform and Services and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE AND THE SERVICES, INCLUDING (BUT NOT LIMITED TO) ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE WEBSITE AND SERVICES, OF THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND SERVICES, AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:
Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Platform and Services;
Any unauthorized access to or use of secure servers and/or any and all personal information stored therein;
Any interruption or cessation of transmission to or from the Platform and Services;
That the Platform and Services may occasionally be unavailable for routine maintenance, upgrading or other reasons;
Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform and Services by any third party;
Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Platform and Services;
Any consequences to you or any third party that may result from technical problems of the internet, slow connections, traffic congestion or overload of our or other servers.
FOR THE SAKE OF CLARITY, EXCEPT AS EXPRESSLY STATED IN VERBATO's PRIVACY POLICY, VERBATO DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PLATFORM OR RECEIPT OF OUR SERVICES.
WITHOUT DEROGATING FROM THE ABOVEMENTIONED, IN NO EVENT WILL WE, OUR MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, AFFILIATES, EMPLOYEES, CONSULTANTS, SERVICE PROVIDERS AND/OR ANY OTHER PERSON OR ENTITY ACTING ON OUR BEHALF, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE AND SERVICES OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE PLATFORM AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ANY USER SUBMISSIONS AND/OR DEFAMATORY, OFFENSIVE AND/OR ILLEGAL CONDUCT BY ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM AND/OR ASSOCIATED WITH THE FOREGOING RESTS ENTIRELY WITH YOU.
VERBATO'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS (100$).
Third-Party Integrations. You may choose to use features within the Services that involve integrations with Third-Party Platforms. Use of Third-Party Platforms may be subject to and agreement between you and the relevant provider and/or additional terms and may enable data exchange between the Services and applicable Third-Party Platforms. Verbato does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platform uses data received from the Services.
"Third-party platforms" means any platform, add-on, service or product provided by any third-party that Verbato elects to integrate or enable for use with the Services.
Third Party Components. The Platform includes certain third party open source software, files, libraries or components that may be distributed to you and are subject to third party open source license terms. These third party open source components are an integral part of our Services but are owned or licensed by third parties. Such third party open source license terms contain lists of conditions with respect to warranty, copyright policy and other provisions. Any third party open source components are subject to their own terms, and Verbato is not responsible nor liable for such third party open source components. By entering into this Agreement, you undertake to strictly comply with such third party open source license terms, as may be amended from time to time, and ensure that all users fully comply accordingly. A list of such components, as may be updated from time to time by Verbato, will be provided to you upon request. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Without derogating from the generality of the foregoing, it is clarified that any third party open source software is provided on an “AS IS” basis, without liability, indemnity or warranty of any kind, whether express or implied. Unless expressly stated otherwise in this Agreement, this Agreement does not include any service or support by Verbato regarding the fulfillment of your obligations resulting from third party open source license terms; any such service or support requires a separate agreement specifying such service or support and providing for a reasonable service fee.
By entering into this Agreement, you acknowledge and understand that Verbato is using such third party open source software, files, libraries or components as part of its Services, and you acknowledge that Verbato assumes no liability for any communication, interaction or engagement with these third party components. Your continued use of Verbato's Services indicates your acceptance of the terms and conditions outlined herein.
Changes to the Services. Verbato reserves the right to modify the Services or discontinue temporarily or permanently, some or all of the Services, at any time without notice. You agree that Verbato will not be liable to you for any modification, or discontinuance of the services, although if you have selected a paid package or other prepaid services, and Verbato discontinues the Services, Verbato may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration.
You agree to indemnify and hold us, and each of our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on its behalf, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any of the following:
Your use of and access to the Platform and/or Services;
Your inability to use and/or access the Platform and/or Services;
Your violation of any term of these Terms;
Your violation of any third party right, including without limitation any copyright, property, or privacy right;
Any claim that any user submission made by you has caused damage to a third party.
Additionally, we shall not be deemed to be in breach of these Terms, nor shall we incur any liability or bear any responsibility due to a delay or failure in performance caused by Force Majeure. “Force Majeure” referrers to circumstances beyond our reasonable control, including but not limited to acts of God, fire, flood, epidemic, war, terrorism, embargo, accident, labor disputes, or shortage of material, equipment or transport, any law, regulation, or any ruling of court, tribunal or governmental agency.
Links to Other Websites
The Platform and Services may contain links to other websites or resources (the “Linked Sites”). The Linked Sites are not under the control of Verbato and Verbato is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Verbato is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by Verbato of the site or any association with its operators. You acknowledge and agree that Verbato will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or service available on or through any such site or resource.
Notices
Notices to you may be made via the Platform and/or e-mail. Verbato may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Platform. You agree that all agreements, notices, disclosures and any other communications that Verbato provide as aforementioned satisfy any legal requirement that such communications be in writing.
General
By using or visiting the Platform and Services, you agree that the laws of the State of California, United States, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Verbato.
Without derogating from the above, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
MANDATORY ARBITRATION. You and Verbato agree to resolve any claims relating to these Terms or Verbato's Platform and/or Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by emailing info@verbato.ai within 30 days of agreeing to these arbitration terms or the relevant changes.
Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Verbato, you agree to try to resolve the dispute informally by sending us notice at info@verbato.ai of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. Verbato will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Santa Monica or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
Exceptions. This arbitration clause does not require arbitration of the following claims: (i) individual claims brought in small claims court; (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services; and (iii) intellectual property infringement.
NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
Verbato reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms regularly for any changes. Your use of the Platform and Services following any amendment of these Terms will signify your assent to and acceptance of its revised terms. YOU AND VERBATO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Verbato or any of Verbato’s affiliates. Verbato and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
Use of Brands. You may not use Verbato’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
These Terms are not intended, and should not be construed, as limiting or canceling your statutory rights which under applicable law cannot be limited or canceled.
For any questions about these Terms or any other issue regarding Verbato or the Platform and Services please contact us at: info@verbato.ai
Last update: June 2023.
All rights reserved, Verbato Inc.