Terms of Service
Last updated June 29th, 2022
Thank you for your interest in Vouched (“Vouched,” “We” or “Us”)!
These Terms of Service (this “Agreement”) represent a legally binding agreement between You (or our “Customer,” with the address and other applicable information specified in this Agreement) and Us governing Your access to and use of our Services. “You” in the case of an individual accepting this Agreement on his or her own behalf, means that individual, and in the case of an individual accepting this Agreement on behalf of a company or other legal entity, means the company or other legal entity for which that individual is accepting this Agreement, and affiliates of that company or entity (for so long as they remain affiliates).
If You use Our Services, You are agreeing to the Terms of Service set forth in this Agreement. If You do not agree to the Terms of Service set forth in this Agreement, You must not access or use Our Services.
This Agreement begins on the date on which You first access or use the Services. We call that date the “Effective Date” of this Agreement, and Your rights and obligations begin on that specific date.
Please note that We may decide to modify this Agreement from time to time. We have the right to make modifications under this Agreement and You should take a look at Section 10.1 to further understand Our ability to implement modifications.
This Agreement governs Your (i) access to and use of Vouched’s artificial intelligence identity verification technology and software (the “Vouched AI”); and (ii) any additional services provided by Vouched (the “Vouched Services”); (collectively, the “Services”).
Here are the specific legal rights and obligations that You and We have under this Agreement.
- PRODUCTS AND SERVICES
Subject to this Agreement, You agree to purchase, and Vouched agrees to provide, the following Services:
Access to Vouched AI and Provision of Services
Vouched will provide You with an implementation of the Vouched AI that will enable You to verify data provided by third-parties utilizing Your platforms, apps and other web properties (“Your Platform”).
You and Vouched agree that the primary anticipated Services under this Agreement will be applying the Vouched AI to match and verify information, photos and other information entered by users on Your Platform (“Verifications”).
Additional Services, Details and Exceptions
For an additional fee, Vouched will cooperate with Your engineering and/or operations team to integrate the Vouched AI described above into Your workflow. You and Vouched anticipate that such integration efforts will primarily include back-end integration of the Vouched AI into Your customer verification process through use of Vouched’s application program interface or “API” the “Vouched API”.
Vouched uses artificial intelligence to provide the Services. In some instances, information, photos and other documentation provided by Your users may not be readable by the Vouched AI (for example, blurry, dark, obstructed or occluded photos or scans). In such instances You may attempt manual verification of data.
In addition to utilizing artificial intelligence, Vouched may use human verification, including by Vouched AI scientists, as necessary to provide oversight and decisioning, and to make modifications and improvements of the Vouched AI in connection with providing the Services
You own the relationship with its customers, patients, or employees (each an “End User”) and possesses data, which may include data from law enforcement and governmental authorities, as well as insurance providers, or credit authorities (the “Preponderance of Data”) not processed by Vouched. Using the Preponderance of Data, You may implement controls, rules, and decisioning as part of its security and compliance requirement that contrast with data Vouched processes on the End User. Based on the Preponderance of Data, You have the ultimate decision as to the End User’s identity and can override Vouched’s recommendation. You and Vouched acknowledge and agree that the Verifications provided should be construed as a recommendation of the veracity of the information provided by users on Your Platform.
You acknowledges and agree that if Vouched’s provision of Services under this Agreement is covered by either the California Consumer Privacy Act of 2018 (the “CCPA”) or the General Data Protection Regulation of the European Union (the “GDPR”), Vouched will be considered the data “processor” and that You will be considered the data “controller” under the CCPA and the GDPR.
- PAYMENT AND TAXES
You agree that you will pay for all Services you purchase and you are authorized to make such purchases and that Vouch may charge your selected payment method (such as your credit card or debit card) for any products purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account. You are responsible for the timely payment of all fees and for providing Vouched with a valid payment method for payment of all fees. All fees will be billed to the payment method you designate during the registration process.
Your total price will include the price of the Services plus any applicable sales tax based on the bill-to address and the sales tax rate in effect at the time of purchase. We will charge tax only in states where software as a service is taxable. You understand and agree that you shall be responsible for determining and paying any taxes or levies resulting from Your use of the Vouched Services to your users in territories.
All sales are final.
Prices for our Service may change at any time, and the Service does not provide price protection or refunds in the event of a price reduction or promotional offering.
- INTELLECTUAL PROPERTY RIGHTS
3.1. Vouched Intellectual Property Rights.
3.1.1. Ownership by Vouched. The Vouched AI, and all right, title and interest in and to the Vouched AI, including but not limited to all Intellectual Property Rights therein, are and will remain the exclusive property of Vouched. No rights to the Vouched AI are granted to You, other than the license in Section 3.2. In connection with Vouched performing the Services or otherwise during the Term, Vouched may develop modifications to the Vouched AI and/or new software programs (collectively, the “Developed Software”). Vouched reserves all right, title, and interests in and to the Developed Software, including, but not limited to, all Intellectual Property Rights therein. Without limitation of the foregoing, You agrees that Vouched will have a perpetual right to use and incorporate any You feedback or suggestions for enhancement provided to Vouched regarding the Vouched AI, without any obligation of compensation. Vouched will own all data that does not relate to an identified or identifiable natural person and to personal data rendered anonymous in such a manner that the data subject is not identifiable.
“Intellectual Property Rights” means rights in and to any and all intellectual property whether registerable or not including names, trademarks, trade names, trade dress, service marks, insignias, designs, works of authorship, domain names, inventions, whether or not copyrightable or patentable, trade secret or confidential information, and any other intellectual and/or industrial property.
3.2. License of Vouched AI. Subject to this Agreement, Vouched hereby grants You a non-exclusive, non-transferable right for You to access and use the Vouched AI during the Term (as defined below) and within the Territory. “Territory” means worldwide, or as defined by Vouched.
- DATA SECURITY.
The Parties have implemented and will maintain commercially reasonable information security policies and safeguards, which include technical and organizational measures, designed to preserve the security, integrity, and confidentiality of the Personal Data (defined below) and to protect it against unauthorized access and information security threats. “Personal Data” means any information relating to an identified or identifiable natural person processed by Vouched in the course of providing the Services. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
- REPRESENTATIONS AND WARRANTIES
5.1. Mutual. Each Party represents and warrants to the other Party that it has the necessary authority to enter into this Agreement. Each Party represents and warrants to the other Party that it will comply with all applicable laws relating to or affecting this Agreement or the Services. In particular, and without limitation of the foregoing, You and Vouched will comply with all applicable state and federal laws and regulations regarding the privacy, security and confidentiality of any Personal Data, including the receipt, storage, processing, use and transmission of such information, in connection with the Services.
5.2. Limitation of Warranties. VOUCHED PROVIDES OUR SERVICES “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OF ANY OF OUR OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, AGENTS, LICENSORS OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. WE DO NOT MAKE ANY WARRANTY AS TO ACCURACY, COMPLETENESS, DEPENDABILITY OR RELIABILITY OF THE INFORMATION THAT MAY BE DELIVERED OR PROVIDED IN CONNECTION WITH THE SERVICES.
6.1. Mutual Indemnification. Subject to the terms and conditions set forth herein, each Party (as “Indemnifying Party“) will indemnify, defend, and hold harmless, the other Party and its officers, directors, and employees (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are awarded against Indemnified Party in a final non-appealable judgment (collectively, “Losses“), arising out of any third-party claim that results from: (a) material breach or non-fulfillment of any representation or warranty by Indemnifying Party; (b) material breach or non-fulfillment of any obligation under this Agreement by Indemnifying Party; (c) any grossly negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or (d) actual fraud by Indemnifying Party.
6.2. Conditions. The Indemnifying Party’s obligations under this Section 6 are contingent on the Indemnified Party: (a) promptly providing written notice of the claim to the Indemnifying Party; (b) giving the Indemnifying Party sole control of the defense and settlement of the claim (provided that any settlement unconditionally releases the Indemnified Party of all liability and does not make any admissions on behalf of the Indemnified Party or include payment of any amounts by the Indemnified Party); and (c ) providing the Indemnifying Party, at the Indemnifying Party’s expense, all reasonable assistance in connection with such claim. The Indemnified Party may participate in the defense of the claim at its sole cost and expense.
- LIMITATIONS ON LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, AGENTS, LICENSORS OR DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT, INCLUDING ANY ORDER FORMS, FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA OR OTHER INFORMATION (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE OR FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF US AND ALL OTHER PERSONS REFERRED TO IN THIS SECTION 7 IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE OR ENLARGE THE FOREGOING PAYMENT LIMITATION. THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8.1. Non-Disclosure Agreement. “Confidential Information” means any non-public, proprietary information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall not use any Confidential Information other than for the purpose of exercising its rights or performing its obligations under this Agreement. Further, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party, except as may be required to its employees, agents, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis, to the extent such third parties are subject to confidentiality obligations that are at least as restrictive as those in this Agreement. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information pursuant to any legal proceeding or as otherwise required by law, subject to the Receiving Party providing Disclosing Party with commercially reasonable notice of any such legal request and taking all commercially reasonable steps to limit the amount of Confidential Information disclosed and to allow the Disclosing Party to seek a protective order or pursue other protective measures, in each case to the extent permitted under applicable law. For purposes of this Agreement, Confidential Information excludes information that: (a) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction as to use or disclosure; (b) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (c) was independently developed by the Receiving Party without use or reliance upon the Disclosing Party’s Confidential Information; or (e) is divulged.
8.2. Limited Marketing Exception. You agree to allow Vouched to use You’s name and logo on Vouched’s website and in other materials acknowledging this Agreement. Vouched and You will mutually agree on the terms of a promotional statement announcing the relationship between the Parties set forth in the Agreement.
- TERMINATION AND SUSPENSION OF SERVICES.
9.1. Termination and Suspension of Services.
If you fail, or Vouched suspects that you have failed, to comply with any of the provisions of this Agreement, Vouched may, without notice to you: (i) terminate this Agreement and you will remain liable for all amounts due under your account up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services.
Vouched further reserves the right to modify, suspend, or discontinue the Services at any time with or without notice to you, and Vouched will not be liable to you or to any third party should it exercise such rights.
You may terminate this agreement up to one (1) day prior to the end of the Free Testing Period by contacting Vouched via email at [email protected] Thereafter, this Agreement may be terminated by either Vouched or You upon 30 days written notice to the other of such Party’s intent to terminate. All fees shall be due until termination is complete.
9.2. Effect of Termination. Upon termination of this Agreement for any reason: (a) the Agreement will terminate; (b) all rights and obligations of the Parties hereunder will cease (except as set forth in Section 9.4 (Survival)); and (c ) You will remain obligated to pay for all Services through the effective date of termination.
9.3. Survival. The following sections will survive termination or expiration of this Agreement: 3 (Intellectual Property Rights), 4 (Data Security), 5 (Representations and Warranties), 6 (Indemnification), 7 (Limitation on Liability), 8 (Confidentiality), 9.2 (Effect of Termination), 9.3 (Survival) and 10 (Miscellaneous).
10.1. Entire Agreement. This Agreement, including each SOW delivered in connection with the Agreement and the NDA represents the entire agreement between the Parties with respect to Your use of the Services and supersedes any and all prior agreements of the Parties with respect to the subject matter hereof. No change, amendment or modification of any provision of this Agreement, will be valid unless set forth in a written instrument signed by the duly authorized representatives of both parties. You may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Your acceptance of the modified version.
10.2. Notices. Any required notices under this Agreement should be sent to the addresses or email addresses noted on the Cover Page. If either party changes its address or email address, that party will promptly give notice to the other party of the new address or email address.
10.3. Counterparts. The Parties may execute this Agreement in any number of counterparts. Each counterpart is an original and all counterparts constitute one agreement binding both parties. Facsimile and electronic signatures will be binding for all purposes.
10.4. Applicable Law. The Agreement and the Services will be governed by and interpreted in accordance with the internal laws of the state of Washington, excluding its conflict of law rules. Exclusive jurisdiction and venue for any claims related to or arising under the Agreement will be in a court located in King County, Washington. If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which such party may be entitled.
10.5. Severability. If any provision of the Agreement violates any law or becomes unenforceable, then that provision will be deemed modified or excluded to the extent necessary so that it is no longer in violation of law or unenforceable and the remaining provisions will remain binding on the Parties.
10.6. Assignment. The Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Neither party may assign or otherwise transfer any or all of its rights, obligations or interest under the Agreement without the prior written consent of the other party.
10.7. Waiver. The various rights and remedies given to or reserved by either party herein or allowed by law, are cumulative and the failure of either party to insist upon the performance of any provision herein or to exercise any right or privilege granted to it hereunder, will not be construed as a waiver of that provision or any other provision, and the same will continue in full force.