Terms of Use

Effective: 09/19/2016

These Terms of Use describe the terms and conditions applicable to your use of our website, www.vurb.com, and the Vurb mobile application (collectively, the “Services”) operated by Verbify (“we,” “our,” or “us”), and to your use of the information, materials, products, and services available through the Services. By accessing or using the Services you agree to be bound by these Terms of Use. This is a legally binding contract between you and Verbify, so please read these Terms of Use carefully. If you do not agree to be bound by these Terms of Use, do not access or use the Services.

From time to time we may make available certain Services to which additional terms may apply. Additional terms will be available within those Services, and those terms will become part of your agreement with us if you choose to access or use those Services.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND VERBIFY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND THAT YOU AND VERBIFY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Who Can Use the Services

By using the Services you agree and acknowledge that:

  • You can form a legally binding contract with Verbify
  • You are at least 13 years of age
  • You are creating an account for (i) yourself, or (ii) a business or entity on whose behalf you are expressly authorized to create an account
  • If you are accessing or using the Services on behalf of a business or other entity, you are authorized to grant all licenses set forth in these Terms of Use and to agree to these Terms of Use on behalf of the business or entity
  • You are not a person who is barred from receiving the Services under the laws of the United States or any other applicable jurisdiction – meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition
  • You will comply with these Terms of Use and all applicable local, state, national, and international laws, rules, and regulations

Rights You Have in the Services

We grant you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, nonexclusive, revocable license to access and use the Services. This license is for the sole purpose of letting you access and use the Services as permitted by these Terms of Use. This license does not grant you any right to use branding, logos, or other content or materials used in the Services and is subject at all times to your adherence to these Terms of Use and our usage policies.

If you download or use our software, such as our mobile application, you agree that the software may occasionally download and install upgrades, updates, and additional features from us to improve, enhance, and further develop the Services. You may not copy, modify, distribute, rent, sell, lease, transfer, or assign any part of the Services. You may not reverse engineer or attempt to extract the source code of software underlying the Services unless applicable laws prohibit these restrictions or where you have our written consent.

We reserve the right to modify or terminate the Services or your access to the Services for any reason, without notice, at any time, and without liability to you. If we do so, all licenses and other rights granted to you in these Terms of Use will immediately cease. We reserve the right to remove, delete, edit, limit, or block access to any information available through the Services, including any information you provide, with or without notice to you. We have no obligation to display or review the information that we collect.

Rights You Grant Us

The Services may allow you to upload, submit, store, send, or receive content. You give and represent that you have the right to give Verbify, our affiliates and subsidiaries, business partners, and service providers, a perpetual, royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works of, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this license are for the purpose of promoting and improving the Services, to develop new Services, and as otherwise granted by you.

Verbify is not responsible for, and does not endorse, content posted within the Services. Although we’re not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including if your content violates these Terms of Use. You will remain responsible for the content that you upload, submit, store, or send through the Services.

You also grant us the right to perform analytics and additional data processing activities on the information that we collect and receive about you, such as data aggregation.

We welcome your ideas and suggestions about improving Vurb. But know that if you volunteer feedback or suggestions, we can use these ideas without compensating or crediting you.

Privacy

You can learn about how we handle your information on the Services by reading our Privacy Policy, which is incorporated by reference herein. You should read our Privacy Policy carefully. By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

Community Guidelines

Verbify respects the rights of others and requires its users do the same. In accessing or using the Services, you agree to the following:

Your Account

  • You will keep your login credentials secure.
  • You will not create more than one account for yourself.
  • You will not create another account if we have already disabled your account.
  • You will not sell, transfer, license, or assign access to your account.
  • You will not solicit, collect, or use the login credentials of other Vurb users.
  • You must not create accounts with or access the Services through unauthorized means, including but not limited to by using an automated device, script, bot, spider, crawler, scraper, or unauthorized third-party application or client.

Your Use of Your Account

  • You must not access or use the Services for any illegal or unauthorized purpose.
  • You are responsible for any activity that occurs through your account and you agree that you will not rent, sell, transfer, license, or assign your account, username, or any account rights.
  • You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the Services.
  • You may not access or use the Services or any information or content we make available on the Services for any purposes (including commercial purposes) not explicitly authorized by us, except as otherwise allowed by law. You may not copy, modify, distribute, rent, sell, lease, transfer, assign, perform, publicly display, make available, or otherwise use any portion of the Services or the content made available on the Services except as set forth in these Terms of Use or with our written consent.
  • You must not attempt to restrict another user from using or enjoying the Services and you must not encourage or facilitate violations of these Terms of Use.
  • You must not change, modify, adapt, or alter the Services or change, modify, adapt, or alter another website so as to falsely imply that it is associated with the Services.
  • You will not use or develop any third-party applications that interact with the Services or other users' content or information without our written consent.
  • You must not interfere or disrupt the Services or servers or networks connected to the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any of Vurb’s page is rendered or displayed in a user's browser or on a user’s device.
  • You will not attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access.
  • You will not probe, scan, or test the vulnerability of the Services or any system or network.

Third-Party Links

We may make services, features, or functionalities available to you (including through links) that are operated by a third party. Each party’s terms will govern your relationship with them. We are not responsible or liable for those third party’s terms or actions taken under the third party’s terms.

Indemnity

You agree to hold harmless Verbify, our directors, officers, employees, affiliates, representatives, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses, including attorneys’ fees, due to or arising out of or in connection with your access or use of the Services or your breach of these Terms of Use, to the extent permitted by law.

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WHILE WE ATTEMPT TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

VERBIFY TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE SERVICES. YOU UNDERSTAND THAT, BY ACCESSING AND USING THE SERVICES, YOU MAY BE EXPOSED TO CONTENT THAT MAY BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE AND THAT VERBIFY IS NOT RESPONSIBLE FOR SUCH CONTENT. VERBIFY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY DAMAGE (WHETHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE) INJURY, CLAIM, LIABILITY, OR ANY OTHER CAUSE OF ANY KIND OR CHARACTER BASED ON OR RESULTING FROM ANY CONTENT.

BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

Limitation of Liability

VERBIFY AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (III) UNAUTHORIZED USE, ACCESS, OR ALTERATION OF THE SERVICES OR YOUR CONTENT ON THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VERBIFY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED $100.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Arbitration, Class-Action Waiver, and Jury Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND VERBIFY TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION. Notwithstanding the foregoing, either you or Verbify may bring an individual action in small claims court.

Scope. All claims and disputes, including all statutory claims and disputes, arising out of or relating to these Terms of Use or your use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. To be clear: The phrase “all claims and disputes” includes claims and disputes that arose between us before the effective date of these Terms of Use.

Arbitral Forum. This dispute resolution provision is governed by the Federal Arbitration Act. Arbitration will be initiated through the American Arbitration Association ("AAA") and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms of Use, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Use.

The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

Fees. If you choose to arbitrate with Verbify, you will not have to pay any fees to do so. That is because Verbify will reimburse you for your filing fee and the AAA’s Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are our responsibility. To the extent another arbitral forum is selected, Verbify will pay that forum’s fees as well.

Arbitrator’s Authority. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Verbify. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms of Use. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Verbify.

Waiver of Jury Trial. YOU AND VERBIFY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Verbify are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are general more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Verbify over whether to vacate or enforce an arbitration award, YOU AND VERBIFY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in “Venue,” below.

Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. This waiver will not waive or affect any other portion of this arbitration agreement.

Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Verbify can force the other to arbitrate. To opt out, you must notify Verbify in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address and, if you have a Vurb account, your Vurb username and the email address you used to set up your Vurb account. The notice must also include an unequivocal statement that you want to opt-out of this arbitration agreement. You must either mail your opt-out notice to this address: 445 Bush St., Suite 400, San Francisco, CA 94108, or email the opt-out notice to support@vurb.com.

Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Verbify.

Venue

To the extent either you or Verbify is permitted to initiate litigation in court, both you and Verbify agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to these Terms of Use or your access or use of the Services will be litigated exclusively in the United States District Court for the Northern District of California or, if that court would lack original jurisdiction, then in the Superior Court of California, County of San Francisco. You and Verbify consent to personal jurisdiction in these courts.

Choice of Law

Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms of Use and any claims and disputes arising out of or relating to these Terms of Use or their subject matter, including tort and statutory claims and disputes.

Other

If any provision of these Terms of Use is found unenforceable, then that provision will be severed from these Terms of Use and not affect the validity and enforceability of any remaining provisions. These Terms of Use make up the entire agreement between you and Verbify, and supersede any prior agreements. These Terms of Use do no create or confer any third-party beneficiary rights. If we do not enforce a provision in these Terms of Use, it will not be considered a waiver. We reserve all rights not expressly granted to you. You may not transfer any of your rights or obligations under these Terms of Use without our consent.

Contact

If you have any questions about these Terms of Use, please contact us at:

support@vurb.com

445 Bush St., Suite 400, San Francisco, CA 94108