Carefully read the following terms and conditions. They may have changed since your last visit to this web site.
Last Updated 8/14/2020
This Click-Wrap Services Agreement (“Agreement”) is a binding contract between VERAFĪ, Inc. (“Company”) and the individual or type of Person intending to use Company’s services that accepts the terms and conditions of this Agreement (“Client”).
COMPANY PROVIDES SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE CLICK-WRAP STATEMENT OF WORK INCORPORATED BY REFERENCE, AND ON THE CONDITION THAT CLIENT ACCEPTS AND COMPLIES WITH THEM. BY SELECTING “Yes, I agree to the above terms and conditions”, ON THE COMPANY WEBSITE, CLIENT (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, CLIENT IS 18 YEARS OF AGE OR OLDER; AND (II) THE INDIVIDUAL ACCEPTING THE AGREEMENT HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND CLIENT TO ITS TERMS. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT OFFER ITS SERVICES TO CLIENT.
- The Client desires to retain the Company to provide the services described herein and agrees to the terms and conditions set out in this Agreement.
- The Company agrees to provide such services to Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Company and Client agree to the following terms and conditions:
1. EFFECTIVE DATE:
This Agreement is effective as of the date that Client clicks “Yes, I agree to the above terms and conditions”.
2. SCOPE OF WORK:
Company shall provide due diligence services (“Services”) to Client as described in the Click-Wrap Statement of Work submitted via the webportal that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a reasonably prompt manner with the expectation of delivering the agreed product (“Deliverable”) by the due date specified in the SOW (“Completion Date”). The Completion Date may be changed by (a) mutual agreement of Client and Company or (b) Company if there is a delay in obtaining information pertinent to the report caused by (i) any delay in obtaining necessary information from Client or from any necessary a third-party or (ii) other unforeseen circumstances related to gathering the information necessary to complete the Deliverable. If the Completion Date is changed pursuant to this Agreement, Company may provide a draft report to Client on the original Completion Date if the Deliverable is substantially complete. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services. Client agrees to pay all fees and costs hereinafter incurred as a result of Services performed on behalf of Client by Company. Client agrees that Company is authorized and empowered to perform the Services for and on behalf of Client, and to do all things necessary, appropriate, or advisable in the reasonably opinion of Company in performing the Services.
3. EXCLUDED SERVICES:
Client acknowledges and agrees that Company is not a “private investigator” providing any “private investigative service” (as such terms may be used in various jurisdictions related to the provision of such services) and shall not be required to undertake any Services for compensation that would constitute private investigative services under applicable law. Notwithstanding any other provision of this Agreement, Client also acknowledges and agrees that Company may in its sole discretion use an employee licensed as a private investigator to conduct Services or determine that the Services rendered constitute services that are subject to an exemption or other applicable provision which allows Company to perform such Services without obtaining a private investigator license. If Company determines that such an exemption applies to an attorney employed by the Company rendering Services under the exemption, Client acknowledges that neither the attorney nor the Company shall be providing any legal advice to the Client. Client agrees that this Agreement shall not be construed as a contract for the retention of a private investigator or private investigation services and nothing herein shall be construed to require Company or any of its employees to register as a private investigator in any jurisdiction.
4. CHANGE IN SERVICES:
If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and Client. If additional SOWs are executed, Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW unless otherwise agreed by Company.
5. CONTRACT PRICE:
For performance of the Services and rendering the Deliverable, Client shall pay to Company all amounts due under the applicable SOW in accordance with Section 7 hereof.
6. CANCELLATION OF SOW:
Company and Client may cancel or terminate any SOW and any related work in process by written notice to the other party. In the event a SOW is cancelled or terminated prior to completion of the Deliverable, Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of such cancellation or termination (“Work in Progress”). Company shall apply first to the fees due for the Work in Progress the amount of the Deposit with any balance due paid by Client within fifteen (15) days of receipt of an invoice for such balance.
7. PAYMENT FOR SERVICES:
Company will submit an invoice to Client for all amounts due for Services rendered for a Deliverable within thirty (30) days of the Completion Date of any SOW (the “Invoice”). Company reserves the right to withhold transmittal of the Deliverable until payment in full of any amounts due hereunder. Client shall pay Company the amount of an Invoice within thirty (30) days of the receipt thereof. In the event of a good faith dispute with regard to an item appearing on an Invoice, the parties shall confer to resolve any dispute regarding the invoice.
8. STRICT CONFIDENTIALITY:
Deliverables furnished to Client are strictly confidential and exclusively for Client’s sole use unless written consent to disclose or release the contents in whole or in part to a third-party is obtained in advance from Company or as may be required by a court of competent jurisdiction after Client has exhausted any appeal or is unable to obtain any protective order maintaining the confidentiality of the Deliverables. Client shall indemnify and hold Company harmless from any and all damages, losses, cost or expenses, including attorney fees, suffered or incurred in connection with or arising out of claims resulting from Client’s breach of the aforesaid confidentiality and any unauthorized use of any data, information, images, or other materials included in the Deliverables. Provided, however, that nothing in this section shall prevent the Client from disclosing the contents of the Deliverable to the Subject, if adverse action against the Subject will be taken by the Client based in whole or in part on the report.
9. CLIENT MATERIALS:
Client represents that any materials provided to Company by Client for use in connection with the Services or incorporation into a Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy, or (b) violate any law, statute, ordinance or regulation. Client represents that Client is not knowingly or willfully requesting any services that violate any law, statute, ordinance or regulation. Client agrees that it will not use any Deliverable for any illegal purpose.
10. COMPANY OBLIGATIONS:
- Results of Services: Client acknowledges that Company’s fees for Services are NOT contingent on the outcome or results of such Services and any corresponding Deliverables. WHILE COMPANY TAKES REASONABLE STEPS TO ENSURE THAT THE INFORMATION INCLUDED IN DELIVERABLES IS ACCURATE, COMPANY MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE RESULTS OF SERVICES PROVIDED. Company reserves the right to decline or terminate without advance notice any SOW it deems to be illegal or unethical or in Company’s sole opinion detrimental to Company. Client understands that results of Services by their nature are not guaranteed and are limited by time, resources, and applicable federal and state laws and regulations, including without limitation, the federal Fair Credit Reporting Act and similar state laws and regulations designed to protect consumers. Moreover, Client acknowledges that the information included in the Deliverables may not be that which is desired or in the favor of Client. Company makes no representations or warranties that the Deliverables will be suitable for the purposes intended by Client and Client assumes full responsibility for any use or intended use of the Deliverables.
- Accuracy of Client-provided Information: Due diligence research and inquiries conducted by Company while performing Services are based strictly on the information provided by Client. Client understands that any errors in spelling, or the format or sequence of letters, words, or numbers may result in incorrect information or results in the Deliverables.
- Accuracy of Sources: In performing Services, Company obtains data from many private and public sources, including without limitation, news outlets, Internet search, third-party private and proprietary databases, and publicly available government records (“Data Sources”). The Data Sources may include confidential or sensitive information. While Company will make all reasonable efforts to collect original source data from sources and individuals deemed reliable by Company, in many instances data is only available from third parties that have obtained the information from unknown and possibly unreliable sources. Neither Company nor any of its Data Sources represents or warrants that the information from the Data Sources is current, complete, or accurate. COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, CURRENCY, OR COMPLETENESS OF THE INFORMATION OR THE RELIABILITY OF THE DATA SOURCES.
11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY:
EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDIND LOSS OF PROFITS) REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES RESULT FROM ACTIONS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID TO COMPANY HEREUNDER.
Each party will defend, indemnify, and hold the other party harmless from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) arising from, in connection with, or relating to any breach of this Agreement by such party. Client will defend, indemnify, and hold Company harmless from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) arising from, in connection with, or relating to any (a) Services, (b) Deliverable provided to Client, (c) claims regarding any Data Sources or any data, information, or materials provided by Client and incorporated into the Deliverables.
13. FORCE MAJEURE:
Except to the extent provided in this Agreement, neither Company nor Client shall be liable for any default or delay in the performance of its obligations under this Agreement (i) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, or any other such similar cause beyond the reasonable control of such party, and (ii) provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing party.
Client agrees that Company may assign a SOW under this Agreement to a sub-contractor in part or in whole to complete the Services. This Agreement and any SOW is specific to Client and Client may not assign this Agreement or any SOW to any third party without the prior written consent of Company.
Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.
Notice as required in this Agreement shall be sent to the addresses below, or to such other address as the parties may provide in writing:
To the Company:
1005 Baker Ave, Ste 6C
Whitefish, MT 59937
To the Client:
At the address provided by Client on Company’s webportal.
17. GOVERNING LAW:
This Agreement will be deemed to have been made in and shall be construed pursuant to the laws of the State of New Mexico without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in Bernallio County, New Mexico and each party irrevocably submits to the jurisdiction and venue of such courts.
18. ATTORNEYS FEES:
Each party reserves all rights and remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, the prevailing party shall be entitled to receive full reimbursement of its’ attorneys’ fees.
19. TERM OF AGREEMENT:
This Agreement shall remain in effect until terminated by advance written notice by either party. Any termination of this Agreement shall not affect (i) any SOW unless such SOW is canceled in accordance with Section 6 hereof (ii) any payment obligations hereunder, or (iii) any indemnification or confidentiality obligations hereunder.