Terms of service

Last Updated Date: Febuary 3, 2025

These Verisart Terms of Service (the “Agreement”) set forth the terms and conditions under which Verisart, Inc. (“Verisart,” “we,” or “us”) provides you or the entity you represent (“You” or “Your”) access to and use of the Verisart Platform and related services (collectively, the “Services”).
By clicking to accept this Agreement, electronically or manually signing this Agreement, or otherwise accessing or using any of the Services, You acknowledge and agree to be bound by all terms, conditions, and notices contained herein. If You do not agree to these terms, You may not access or use any of the Services.Verisart reserves the right to update or modify this Agreement at any time in its sole discretion without prior notice. Your continued use of the Services following any changes constitutes Your acceptance of the revised Agreement. If You disagree with any changes, Your sole remedy is to discontinue use of the Services.

1. Definitions

Affiliate: Any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party.

Aggregate Data: All aggregate and statistical information or analyses collected by Verisart relating to Your use of the Services.

Authorized User: Your employees or subcontractors assigned a unique username-password combination to access and use the Services.

Confidential Information: All non-public business, technical, and financial information disclosed by one Party to the other, excluding publicly available information or information independently developed by the receiving Party.

Fees: The charges for the Services, as set forth in each Order.

Intellectual Property Rights: All intellectual property rights, including patents, copyrights, trademarks, and trade secrets, whether registered or unregistered.

Order: (a) The subscription plan for the Services selected by You during registration or upgrade; (b) Any request made through the Verisart Platform for additional Services.

Verisart Platform: The proprietary platform operated by Verisart, including but not limited to the Verisart website, APIs, and any related applications or software distributed by Verisart or through third-party platforms.

Verisart Marks: The “Verisart” name, logo, and other trademarks authorized for use in connection with the Services.

Verisart Property: (a) the Verisart Platform; (b) the Verisart website; (c) any Confidential Information of Verisart; (d) Aggregate Data; and (e) any Verisart Marks.

Your Content: Any data, images, text, video, or other content uploaded by You to the Verisart Platform, excluding Feedback.

2. Services
2.1 Provision of Services

Verisart shall host and provide the Verisart Platform in accordance with this Agreement and the applicable Order. Verisart may engage subcontractors to provide Services, provided that Verisart remains responsible for their performance. You agree to reasonably cooperate with Verisart in the delivery of Services.

2.2 Account Management

You are responsible for maintaining accurate account information and ensuring that only Authorized Users access the Services. You may not share login credentials beyond the number of Authorized Users specified in Your Order. You are liable for all activities under Your account. By creating an account, You consent to receive electronic communications from Verisart (e.g., via email or by posting notices to the Service). Such communications—including notices about Your account—will satisfy any legal communication requirements.

2.3 Third-Party Services

Some Services may require interaction with third-party platforms. Your use of such services is subject to the terms of those third parties. Verisart is not liable for third-party services or transactions conducted outside the Verisart Platform. In connection with blockchain transactions, You acknowledge that:
- Verisart has no control over the blockchain network and cannot ensure that any transaction request submitted via the Platform will be confirmed in a timely manner;
- Once submitted to the blockchain network, transaction requests cannot be canceled or modified; and
- You are responsible for reviewing transaction details carefully before submission.

2.4 Platform Support and Upgrades

Verisart will provide technical support during standard business hours. Periodic upgrades will be made available at no additional charge, except for premium enhancements offered for an additional fee.

3. Licenses and Restrictions

3.1 License to Use the Platform
Verisart grants You a limited, non-exclusive, non-transferable license to use the Verisart Platform during the subscription term, subject to this Agreement.

3.2 Restrictions

You may not:
- Reverse engineer, modify, or create derivative works of the Verisart Platform;
- Rent, lease, or sublicense access to the Services;
- Use the Services for unlawful activities or in violation of applicable laws;
- Register any combination mark or domain name that incorporates any of Verisart’s Marks without prior written consent.

3.3 License to Your Content

You hereby grant Verisart an irrevocable, perpetual, non-exclusive, royalty-free, non-transferable (except as expressly permitted herein), non-sublicensable (except as expressly permitted herein), worldwide license to reproduce, store, display, and use any of Your Content (including any trademarks, logos, header data, or metadata contained therein) and the name of any creator(s) associated with Your Content:
- (a) to provide the Services to You;
- (b) for commercial purposes such as promoting, marketing, developing, and improving Verisart’s products and services, testing, and troubleshooting; and
- (c) to conduct sales and marketing to You.

Verisart may permit its subcontractors (and, with respect to (b), third-party sublicensees provided that any such data is aggregated with data of other Verisart customers and does not identify You) to exercise these rights.

4. Proprietary Rights

4.1 Verisart Property
Except for the limited license granted herein, all right, title, and interest in and to any Verisart Property (including all Intellectual Property Rights therein) are and will remain the exclusive property of Verisart and its licensors. Any goodwill arising from Your use of Verisart’s Marks shall inure solely to the benefit of Verisart.

4.2 Use of Aggregate Data

You agree that Verisart owns the Aggregate Data generated through Your use of the Services and may use such data for promoting, marketing, developing, and improving its products and services, conducting sales and marketing to You, and other commercial purposes—provided that any sharing with third parties involves anonymized and aggregated data.

4.3 Feedback

If You provide any ideas, suggestions, or feedback (“Feedback”) to Verisart, You irrevocably assign to Verisart all right, title, and interest in and to such Feedback. You will not be entitled to any compensation, and Verisart is not obligated to keep the Feedback confidential. (This does not apply to portions of Feedback that constitute personal data, which Verisart will treat in accordance with its Privacy Policy.)

4.4 Third-Party Property

Verisart may incorporate third-party content into the Services. All such content remains the property of the respective third-party licensors. Any third-party trademarks, service marks, and logos are the property of their respective owners.

4.5 Your Property

Except for the licenses granted herein, all right, title, and interest in and to Your Property (including any Intellectual Property Rights therein) remain Your exclusive property.

5. Payment Obligations

5.1 Fees and Payment
You shall pay the Fees applicable to the Services selected by You. In the event of early termination, You must pay any accrued Fees for Services rendered through the effective termination date. Except as otherwise provided, all Fees are non-refundable. All amounts are billed in United States dollars, and You shall pay without set-off or withholding (except as required by law). Disputed Fees shall be resolved in good faith by both Parties.

5.2 Taxes
You are responsible for all applicable local, state, and federal taxes (sales, use, gross receipts, excise, import/export, value added, etc.) imposed in connection with the Fees. Verisart’s net income or profits are not subject to such taxes by You.

5.3 Remedies for Non-Payment
If You fail to pay any Fees when due, Verisart may (a) immediately suspend or block Your access to the Services until full payment is received, and (b) assess a late charge equal to the lesser of 1.5% per month (prorated if necessary) or the maximum permitted by law on any past-due balance, accruing from the day after the due date.

6. Confidentiality and Data Security

The Party receiving Confidential Information agrees:
(i) to keep such information strictly confidential and to disclose it only to employees or subcontractors who need to know and who are bound by similar confidentiality obligations;
(ii) to protect the Confidential Information using at least the same degree of care as it does its own proprietary information (but in no event less than a reasonable standard);
(iii) not to use the Confidential Information for any purpose other than fulfilling its obligations under this Agreement; and
(iv) to return or destroy the Confidential Information upon the disclosing Party’s written request.

Note: Nothing in this section restricts Verisart’s rights under Section 3.3 regarding Your Content.

Verisart will use commercially reasonable efforts to maintain a data security program designed to prevent unauthorized use or disclosure of Your Property stored in the Services. Verisart may suspend Your access on an emergency basis if it detects theft, unauthorized access, or any malicious activity.
Each Party shall comply with applicable privacy laws. You consent to Verisart’s use of any personal information provided to the Platform as described in the Verisart Privacy Policy.

7. Compliance with Laws

You represent and warrant that:
(a) You are not located in, controlled by, or a resident of any country subject to U.S. sanctions (for example, embargoed countries);
(b) You will not export, re-export, transfer, or use the Services in violation of applicable export controls, trade sanctions, anti-money laundering, anti-corruption, or other laws; and
(c) You will not use the Services for illegal purposes, including fraud or unauthorized transactions.

Additionally, if You are a U.S. Government end user (or contractor/subcontractor thereof), the terms of this Agreement shall apply as commercial computer software and documentation, superseding any conflicting terms unless prohibited by law.

8. Responsibility for Your Content

You are solely responsible for all of Your Content, including its accuracy, legality, and integrity. You must obtain all necessary consents, approvals, licenses, and permissions before uploading any content. You agree not to upload content that violates third-party rights, applicable laws, or is otherwise objectionable. Verisart reserves the right (but not the obligation) to remove content that violates this Agreement or its policies.

Important: You must not upload content for which You do not have all necessary rights, licenses, consents, or permissions. Verisart does not endorse or guarantee the accuracy or reliability of content provided by other users.

9. Representations, Warranties, and Disclaimers

9.1 Representations and Warranties

Each Party represents and warrants that, as of the Effective Date and throughout the term of this Agreement:
(a) It has the corporate authority to enter into and perform this Agreement;
(b) The execution and performance of this Agreement comply with all applicable laws (including privacy, export control, and obscenity laws);
(c) This Agreement constitutes a legal, valid, and binding obligation enforceable against it; and(d) The execution and performance of this Agreement do not violate any other agreement to which it is bound.

You further represent and warrant that:
(i) You have all necessary consents, approvals, licenses, and permissions to perform Your obligations and provide Your Content to the Services;
(ii) You have verified the authenticity of all Your Content for which You generate or maintain certificates of authenticity; and
(iii) Your Content does not violate any applicable laws or infringe any third-party rights.

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VERISART DOES NOT WARRANT THAT:
- The Services will meet Your requirements or be uninterrupted, timely, secure, or error-free;
- Any content generated by the Services will be accurate, complete, or reliable;
- The Services or servers will be free of viruses or harmful components; or
- The security of any data You disclose will be guaranteed.

You acknowledge the inherent risks of providing information online and agree that Verisart is not responsible for any breach of security. Moreover, the Verisart Platform is provided on an administrative basis only; Verisart is not a broker, financial institution, or creditor, and is not a party to any transactions between buyers and sellers. You bear full responsibility for verifying the identity and authenticity of any transactions.

10. Indemnification

You agree to indemnify, defend, and hold harmless Verisart, Inc., its affiliates, subsidiaries, officers, directors, employees, agents, and licensors (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses—including, without limitation, reasonable attorneys’ fees and costs of investigation—that arise out of or relate to any of the following:

- Your Use of the Services: Any use or misuse of the Services by You or any person accessing the Services through Your account.
- Breach of the Agreement: Any breach or alleged breach by You of any representation, warranty, covenant, or obligation under this Agreement.
- Your Content: Any claim that any content You upload, transmit, or otherwise make available through the Services infringes, misappropriates, or violates any third party’s intellectual property rights, publicity, privacy, or other rights.
- Violation of Law: Any violation by You of any applicable law, regulation, or third-party right, including without limitation any privacy, export control, or other statutory or regulatory requirement.
- Third-Party Claims: Any claim or dispute brought by a third party arising out of or relating to Your actions or omissions in connection with Your use of the Services, including any transactions or communications with other users.

Verisart reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. In such event, You agree to cooperate fully with Verisart in connection with the defense of any such claim. You shall not settle any claim without the prior written consent of Verisart, which consent shall not be unreasonably withheld.

11. Fair Use

Verisart acknowledges that certain uses of content within the Services may qualify as fair use under copyright law. While Verisart will not unduly restrict or hinder fair use rights, it reserves the right to take appropriate action against any misuse or abuse of content that exceeds fair use as determined in its sole discretion.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VERISART NOR ITS AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL THE TOTAL LIABILITY OF VERISART (AND ITS AFFILIATES OR LICENSORS) EXCEED THE GREATER OF:
- (A) US$100; OR
- (B) THE TOTAL FEES PAID OR PAYABLE UNDER THE RELEVANT ORDER IN THE 12 MONTHS PRIOR TO THE CAUSE OF ACTION.

Verisart is not liable for losses arising from data brute forcing, server failures, forgotten passwords, corrupted files, transaction errors, phishing, viruses, or unauthorized third-party actions. These limitations do not apply to liability for death, personal injury caused by negligence, or fraud.

13. Term and Termination

13.1 Term

This Agreement becomes effective on the Effective Date and will remain in effect for the subscription and/or service period specified in each Order, unless terminated earlier in accordance with this Agreement.

13.2 Termination for Breach; Suspension

Either Party may terminate this Agreement with written notice if the other Party materially breaches the Agreement and fails to cure the breach within 30 days of notice. Notwithstanding the above, Verisart may immediately terminate (without refund) if:(a) You violate Section 3.2 (Restrictions); or(b) You fail to pay any amount owed within 10 days of the due date.Verisart may also suspend Your access to the Services immediately if You breach this Agreement or engage in any activity that threatens the security or operation of the Services.

13.3 Effect of Expiration or Termination; Survival

Upon expiration or termination:
- (a) You must immediately cease all access to and use of the Services;
- (b) All licenses granted herein (except any expressly perpetual licenses) terminate;
- (c) You shall pay all outstanding amounts within 30 days; and
- (d) Certain sections—including Sections 1, 3.2, 3.3, 4, 6, 9, 12, 13.3, and the Indemnification provisions contained in Section 10—will survive termination.

Termination does not release either Party from liabilities or obligations accrued prior to termination.

14. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the intent of the Parties.

15. Miscellaneous

15.1 Notice to United States Government End Users

If You are the U.S. Government or a contractor/subcontractor thereof, You acknowledge that the Services and related documentation qualify as commercial computer software and are subject to the terms of this Agreement, which take precedence over any conflicting terms unless prohibited by federal law.

15.2 Additional Compliance with Law

You further represent and warrant that:(a) You are not located in, or a resident of, any country subject to a U.S. Government embargo (e.g., Crimea, Cuba, Iran, North Korea, Syria, Venezuela); and(b) You are not owned or controlled by any party on U.S. government restricted lists.
You shall not export, re-export, import, or transfer any items received from Verisart in violation of U.S. law.

15.3 Force Majeure

Verisart shall not be liable for any default or delay in performance due to causes beyond its reasonable control.

15.4 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except to an Affiliate or successor by merger, consolidation, or acquisition of a majority of the business assets related to this Agreement.

15.5 Notice

Any notice required or permitted under this Agreement must be in writing. Verisart will deliver notice to the email address provided by You, through a service notice within Your account, or via registered mail or internationally recognized courier. Notices from You must be sent to:
Verisart, Inc., 6615 E. Pacific Coast Hwy, Suite 150, Long Beach, CA 90803, USA.
Such notice is deemed given when sent.

15.6 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a relationship of principal and agent, master and servant, or partnership.

15.7 Dispute Resolution

In the event of a dispute, each Party shall initially attempt to resolve it internally by meeting at the employee or officer level with decision-making authority. If unresolved within 30 days, either Party may pursue all available remedies at law or in equity.

15.8 Arbitration Agreement

a. Initial Meetings:
Upon a written notice of a dispute, an executive from each Party will meet confidentially in good faith to try to resolve the dispute within 30 days. If unresolved, the Parties will attempt non-binding confidential mediation with a mutually agreed mediator for an additional 30 days.

b. Binding Arbitration:
If the dispute remains unresolved, it shall be finally settled by neutral, final, and binding arbitration administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) before a single arbitrator in Los Angeles County, California, in accordance with the JAMS Rules.

c. Confidentiality and Limited Discovery:
The arbitration process shall remain confidential with limited discovery.

d. Individual Claims Only:
Each Party agrees to bring claims only in its individual capacity, not as a class or representative.

e. Exceptions:
Notwithstanding the foregoing, either Party may seek relief in small claims court, or for provisional, injunctive, or intellectual property claims.

f. Governing Law:
This Agreement and any disputes shall be governed by the laws of the State of California (and, where applicable, the Federal Arbitration Act governs any arbitration provisions).

15.9 Entire Agreement

This Agreement, together with any Orders, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, proposals, or communications. Any additional or conflicting terms in purchase orders or other documents are rejected.

15.10 Amendment; Waiver

No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. No delay or failure to exercise any right shall operate as a waiver of that right.

15.11 Customer List

Unless You notify Verisart in writing that You do not wish Your name and logo to be listed, Verisart may include Your name and logo on its website and sales collateral to identify customers of the Services.

15.12 Headings

Headings in this Agreement are provided for convenience only and do not affect the interpretation of any provision.