Terms of Use | Verikai

You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from your registration with, use of data provided to you, or activities on the Site, your breach of any provision of these Terms of Use and/or any intentional wrongdoing by you. In connection with any such defense, you shall employ counsel acceptable to us, and we shall be entitled to participate in such defense at our own cost and expense.

WE PROVIDE THE SITE, OUR SOFTWARE, ITS CONTENT AND OUR SERVICES “AS IS”, WHERE IS, AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. WE ALSO DO NOT GUARANTEE ANY INFORMATION OR DATA PROVIDED TO YOU BY USE, OR ACCESSED THROUGH OUR SITE, OR THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR OUR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THIS SITE AT YOUR OWN RISK.

You release Us and hereby hold Us (and our agents, directors, officers, employees and content providers) harmless from any and all claims, demands, and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, whether or not suit is instituted, arising out of or in any way connected with the Site, or your use hereof or activities hereon (the “Released Claims”). You waive the provisions of any state law limiting or prohibiting a general release and acknowledge that you have read and understand, and expressly waive the benefits of, Section 1542 of the Civil Code of California which provides that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTION OF THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

You agree that We have no liability, whatsoever, for the unavailability of the Site caused by failure on or concerning the Site or lack of maintenance or other work to keep the Site operable. We will also not have any liability for any loss of data or transactions resulting from delays or service interruptions caused by Us, any third party acts or any other web host provider or the Internet infrastructure and network internal or external to the Site.

IN NO EVENT SHALL VERIKAI BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (i) U.S. $10,000 AND (ii) THE AMOUNTS WHICH YOU HAVE ACTUALLY PAID TO US IN CONNECTION WITH YOUR USE OF THE SITE. THIS LIMITATION MAY NOT BE APPLICABLE IN CERTAIN CIRCUMSTANCES OR CERTAIN STATES.

The limitations of liability provided in these Terms of Use inure to the benefit of Us, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.

Intellectual Property Ownership and Confidentiality

You may use the data you get from Us for your underwriting purposes. If someone compels Us by law to identify or provide that data to them, We will use reasonable efforts to alert you of such process if we can as soon as reasonably practical.

As used in these Terms of Use, your confidential information means non-public information that you provide to Us that you reasonably expect Us to keep secret, including your personal information (i.e., your name, your identification numbers, your credit card information, and similar information), but does not include information that (1) becomes generally available to the public other than an unauthorized disclosure by Us; (2) was or becomes available to Us on a non- confidential basis prior to your disclosure of the information to Us; (3) is independently developed by Us without using your confidential information; or (4) information We are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Verikai’s rights or property.

Cancellations

If you leave us, We’ll miss you dearly but We won’t hold you back. To cancel, just email our Client Happiness team at: ContactUs@Verikai.com and ask us to cancel your membership. We may cancel your membership for any or no reason at any time immediately upon notice to you.

Non-Solicitation

You acknowledge that We have made some effort in compiling our proprietary modeling process and an investment in compiling and presenting data to you and that We have a legitimate interest in earning a reasonable return on that investment. To the fullest extent permitted under applicable law, you agree that during your membership and for a period of twelve (12) months immediately following the termination of your membership with Us for any reason, whether voluntary or involuntary, with or without cause, you shall not attempt, directly or indirectly, to solicit any of our vendors that are known to you.

Governing Law

We are based in the United States of America, and make no claims that We, or our content is appropriate or may be legally accessed, used, or downloaded outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access our Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

By accessing, registering with, or using the Site, you agree that these Terms of Use and your use of the Site shall be governed in all respects by the internal substantive laws of the State of California, without regard to conflicts of laws rules and shall not be governed by the United Nations Convention on the International Sale of Goods or the laws of any other jurisdiction, state or country. You further submit to exclusive jurisdiction and venue in the state and federal courts located in the State of California in and for the county of San Mateo and further agree that any cause of action, lawsuit, arbitration, or other dispute resolution procedure you may bring arising under or concerning this Site, or your use of or activities in connection with this Site shall be brought by you exclusively in the state or federal court or arbitration facility located in the State of California, San Mateo County having subject matter jurisdiction thereof.

These Terms of Use, and any order form signed with Us, constitute the entire agreement between you and Us and, except as otherwise set forth herein, any modification thereto has to be reduced to a writing sign by you and Us specifically referencing these Terms of Use.

General Provisions

If any provision in these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. If you have any questions about the foregoing, please contact Verikai at the following e-mail address: info@Verikai.com.

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