Last updated: June 1, 2017
TERMS OF SERVICE
All references to “you” or “your,” as applicable, mean the person who accesses or uses the Site, Application, Service and Collective Content, and each of your heirs, assigns, and successors.
YOU UNDERSTAND AND AGREE THAT, OTHER THAN AS EXPRESSLY SET OUR HEREIN, VERI IS NOT AN AGENT OR BROKER OF ANY MEMBER. VERI HAS NO CONTROL OVER THE CONDUCT OF INFLUENCERS, FANS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICE AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICE OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THE APPLICATION OR THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICE OR APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO USE OR ACCESS THE SITE, APPLICATION, SERVICE OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
“Appearance” means a real-time video call between an Influencer and a Fan which takes place on the Application.
“Booking Request” means a request to schedule an Appearance.
“Booking Request Period” means the time period starting from the time when a Booking Request is completed (as determined by Veri in its sole discretion) and expiring at the time at which the Appearance is scheduled to take place, unless terminated earlier as a result of a rejection of a Booking Request or a cancellation thereof.
“Collective Content” means, collectively, Member Content and Veri Content.
“Content” means all digital material, including, without limitation, software (excluding the Application), illustrations, documentation, information, music, pictures, images, textures, photographs, animations, three-dimensional models, video, audio, text, and all other digital material.
“Fan” means a Member who registers to the Application as a fan by selecting “I’m a Fan” during the account registration process.
“Influencer” means a Member who (i) registers to the Application as an Influencer by selecting “I’m Talent” during the account registration process, (ii) has a minimum of ten thousand (10,000) fans and followers, in the aggregate, across all of his or her SNS (as defined below) and (iii) who is available to be booked for an Appearance via the Application.
“Member” means a person who creates a Veri Account pursuant to, and in accordance with, Veri’s account registration process as described under the section entitled “Account Registration” below. For greater clarity, Members include, without limitation, Fans and Influencers.
“Member Content” means all Content that a Member broadcasts, posts, uploads, publishes, submits or transmits to the Site, Application or Service or otherwise makes available thereon, including, without limitation, all Content included in a Member’s Veri Account, all Member SNS Content (as defined below) and all Content posted, uploaded, broadcast, published, submitted, transmitted or otherwise disseminated by a Member during an Appearance.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), fees that Members may be required by law to collect and remit to governmental agencies, and other similar municipal, state, provincial, federal and national indirect or other withholding and personal or corporate income taxes.
“Veri Content” means all Content that Veri makes available through the Site, Application, Service, or any of its SNS (“Veri SNS”), including, any Content licensed from a third party, but excludes Member Content.
Veri may amend or modify, in its sole discretion, the Site, Application, Service or these Terms or any section hereof, in whole or in part, at any time. Each such amendment (i) will be communicated to you at least thirty (30) days before its coming into force; (ii) set out the new section only, or an amended section along with the section as it read formerly; (iii) set out the date the amendment comes into force; and (iv) if the amendment entails an increase in your obligations or a reduction in Veri’s obligations, give you the right to refuse any amendment and terminate your agreement with Veri without cost, penalty or cancellation indemnity by sending Veri a notice to that effect no later than thirty (30) days after the amendment comes into force. In order to send such a notice, send us an e-mail at firstname.lastname@example.org with the subject line “I Do Not Agree” when the amendment is communicated to you. Refusing an amendment entails the termination of your agreement with Veri, the automatic deactivation of your Veri Account and denial of access to, or use of, the Site, Service, Application or Collective Content.
By accepting these Terms you confirm that you are at least 13 years of age. Veri is not intended for anyone under the age of 13.
By accessing or using the Site, Application, Service or Collective Content you represent and warrant that you are either eighteen (18) years of age or older, or are an emancipated minor, or possess legal parental or guardian consent and are fully able and competent to enter into, and abide by, the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms.
HOW THE SITE, APPLICATION AND SERVICE WORK
As stated above, Veri makes available an online platform or marketplace with related technology for Fans and Influencers to meet online and arrange for bookings of Appearances. Veri is not an agent, broker, manager, contracting agent or other representative of any Member. Veri’s responsibility is limited to facilitating the availability of the Site, Application, Service and Collective Content. VERI CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN A VERI ACCOUNT, COMMUNICATED OR DISCUSSED, AS APPLICABLE, DURING AN APPEARANCE. VERI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL CONTENT AND APPEARANCES. ACCORDINGLY, ANY BOOKINGS OF APPEARANCES WILL BE MADE OR ACCEPTED AT A MEMBER’S OWN RISK.
You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Site, Application or Service, including, without limitation, hardware devices, software, and Internet connection services. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Site, Application or Service and you shall be responsible for all charges incurred in connection with the use of the Site, Application or Service. Additionally, you may be prompted to grant access to your camera, microphone and notifications service for essential aspects of the Service to function. You understand that if such access is disabled that the Service will lose its functionality.
In order to access certain features of the Application and Service, and to book or perform an Appearance you must sign-up to create an account and user profile (“Veri Account”) and become a Member.
You can register to join by logging into your account with certain third-party social networking sites (including, but not limited to, Facebook, Twitter and Instagram; each individually and collectively, “SNS”), via our Application, as described below. As part of the functionality of the Application, you may link your Veri Account with your SNS, by allowing Veri to access such SNS, as permitted under the applicable terms and conditions that govern your use of such SNS. You represent that you are entitled to disclose your SNS login information to Veri and/or grant Veri access to your SNS, without breach by you of any of the terms and conditions that govern your use of the applicable SNS and without obligating Veri to pay any fees or making Veri subject to any usage limitations imposed by such third-party service providers. By granting Veri access to your SNS, you understand that Veri will access, make available and store (if applicable) any Content that you have provided to and stored in your SNS and to which we have been granted access (“SNS Content”). Depending on the SNS you choose and subject to the privacy settings that you have set in such SNS, personally identifiable information that you post to your SNS may be available on and through your Veri Account on the Site, Service and Application. Please note that if an SNS or associated service becomes unavailable or Veri’s access to such SNS is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Service and Application. You have the ability to disable the connection between your Veri Account and your SNS, at any time, if you are an Influencer by either accessing the “Edit Your Profile” section of the Application or sending us an e-mail at email@example.com and if you are Fan, by sending us an e-mail at the aforementioned address. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Veri makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Veri is not responsible for any SNS Content.
Your Veri Account will be created for your use of the Application based upon the personal information you provide to us and/or that we obtain, with your authorization, via an SNS as described above. You may not have more than one (1) active Veri Account in your capacity as an Influencer or as a Fan. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Veri reserves the right to suspend or terminate your Veri Account and your access to the Application and Service if you create more than one (1) Veri Account in your capacity as an Influencer or in your capacity as a Fan, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete.
You are responsible for safeguarding your password. You may not use another Member’s Veri Account at any time. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Veri Account, whether or not you have authorized such activities or actions. You will immediately notify Veri of any unauthorized use of your Veri Account. Veri shall not be liable for any loss that you incur as a result of someone else using your Veri Account, either with or without your knowledge.
Veri is not involved in the interactions between Members, including, without limitation, Appearances. Further, Veri does not endorse any Member or Member Content and does not edit, modify, filter, screen or monitor any Member Content other than to ensure compliance with these Terms in its sole discretion. We therefore recommend that you always exercise due diligence and care when deciding whether to book an Appearance with an Influencer or, in the event you are an Influencer, to accept a Booking Request, or to have any other interaction with any other Member. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using or accessing the Site, Application, Service or Collective Content, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Veri with respect to such actions or omissions. This limitation shall not apply to any claim by an Influencer against Veri regarding the remittance of payments of Influencer Fees, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
BOOKINGS AND FINANCIAL TERMS
“Appearance Fees” means the fees (including, without limitation, the Influencer Fees), if any, payable by a Fan in exchange for such Fan’s use of the Service. All Appearance Fees, if any, are based in USD and are displayed to Fans in Credits.
“Influencer Fees” means the amount, if any, an Influencer charges for every five (5) minutes of an Appearance, which amount is determined by the Influencer, in his or her sole discretion, and is indicated in the Influencer’s user profile. Influencer Fees, if any, are based in USD.
“Influencer PayPal Account” means an Influencer’s PayPal account communicated to Veri by e-mail at firstname.lastname@example.org to which Veri will make all payments to the Influencer concerned of the Influencer Fees earned on the Application in accordance with these Terms.
“Veri Wallet” means the virtual currency wallet made available by Veri via the Application and associated with a Member’s Veri Account which is for holding, storing and transferring Credits purchased on the Application.
BOOKINGS AND FINANCIAL TERMS FOR FANS
Appearance Fees are paid for by using Veri credits that Members may purchase on the Application (“Credits”). All purchased Credits are automatically credited to your Veri Wallet and may be redeemed solely on Veri. All purchased Credits, as well as unused balances, may not be redeemed for cash and may not be returned or forfeited for a cash refund, except as may be required by applicable law. In addition, these Credits and unused balances are non-transferable. Please note that Veri does not control the (i) fees that may be charged to a Member by his or her financial institution related to a Member’s purchase of Credits or any other associated transaction completed on Veri, or (ii) collection of any Taxes that may be applicable in a Member’s jurisdiction, and Veri disclaims all liability in this regard.
The Appearance Fees (if any) payable in connection with an Appearance will be displayed to a Fan before the Fan submits a Booking Request to an Influencer and completes the transaction. You understand and agree that upon submission of a Booking Request your Veri Wallet will immediately be debited the number of Credits corresponding to the amount of the applicable Appearance Fees owed in connection with an Appearance. Once your Booking Request has been submitted you will receive a confirmation email summarizing your Booking Request.
The Influencer is required to either accept or reject a Booking Request, in his or her sole discretion, within the Booking Request Period; otherwise, the Booking Request will automatically be cancelled. If a Booking Request is not accepted by an Influencer within the Booking Request Period, is rejected or cancelled by an Influencer, or if an Influencer does not attend a scheduled Appearance after having accepted the relevant Booking Request, the Credits (if any) debited from your Veri Wallet in connection with such rejected or cancelled Booking Request or missed Appearance, as the case may be, will be returned to your Veri Wallet either automatically or upon a request sent to email@example.com, the whole in accordance with the Purchase Terms available here (the “Purchase Terms”).
BOOKINGS AND FINANCIAL TERMS FOR INFLUENCERS
If you are an Influencer and you receive a Booking Request, you will be required to either accept or reject the Booking Request within the Booking Request Period, otherwise the Booking Request will automatically expire and be cancelled. Upon a Fan’s submission of Booking Request, we will share with you, via your Veri Account “inbox”, (i) the time, date and duration of the proposed booking, and (ii) a link to the Fan’s Veri Account. If you are unable to accept or decide to reject a Booking Request within the Booking Request Period or if you do not attend a scheduled Appearance after having accepted the relevant Booking Request, you are not entitled to any Influencer Fees collected in connection with such rejected or cancelled Booking Request or missed Appearance. Once you accept a Booking Request, the relevant details of the scheduled Appearance will be available in your Veri Account “inbox”.
INFLUENCER FEES AND ACKNOWLEDGEMENT
Influencer Fees earned on the Application in accordance with these Terms will be remitted by Veri to Influencers via their Influencer PayPal Account no later than (60) days following receipt by Veri of such fees (except to the extent that a refund is paid to a Fan by Apple Inc. (“Apple”)). Influencers agree to provide Veri any information required by Veri to establish its obligations to charge and/or remit Taxes in respect of the Influencer Fees.
Each Influencer understands that Veri’s obligation to pay an Influencer the Influencer Fees earned in connection with an Appearance is subject to and conditional upon the successful performance and completion of such Appearance by the Influencer and to the receipt by Veri of the associated payments from Fans. Veri does not guarantee payments to Influencers for amounts that have not been successfully received by Veri (or any third-party payment processor Veri uses) from Fans, including, without limitation, as a result of refunds paid to Fans by Apple.
As an Influencer, you represent and warrant that your acceptance of a Booking Request or participation in an Appearance (i) will not breach any agreements you have entered into with any third parties, including, but not limited to, any agreements entered into with talent or management agencies or representatives, and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations, and (b) not conflict with the rights of third parties. Please note that Veri assumes no responsibility for a Member’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations.
You acknowledge and agree that, as an Influencer, you are responsible for your own conduct (including any actions or omissions on your part) during an Appearance.
Information (such as profile, specialties, interest etc.) of Members are provided on an “as is” basis as it was made available to Veri.
Veri is not responsible for poor audio or video quality. Influencers are reminded to only accept Booking Requests for times at which they are able to access a reliable mobile operator or WIFI internet signal. However, the Internet and data connections may always be subject to unexpected loss of data packets and sudden drops in service quality. By submitting a Booking Request, you are assuming the risk of possibly experiencing poor or less than ideal call quality during an Appearance.
Veri is a platform that facilitates one on one connections between Fans and Influencers that otherwise would possibly never happen. Members must provide honest, true, and valid information during an Appearance. However, in reality, we cannot verify this. Therefore, we suggest that you evaluate the risks and apply common sense when using the Service.
Veri is not responsible for any personal encounters or communications between Members outside of the Service whether online or off-line.
Veri does not provide any advisory services. Veri is compensated solely for making the Service available to Members, namely, providing technology enabling the booking of an Appearance between a Fan and an Influencer. Please note that the Influencers, not Veri, are solely responsible for honoring any accepted Booking Requests, making themselves available for any scheduled Appearances booked through the Application and to attend all scheduled Appearances on time. If you purchase Credits in order to submit a Booking Request and schedule an Appearance with a specific Influencer and such Influencer is not available or does not accept a Booking Request, this is not the responsibility of Veri. However, rest assured, Veri makes every effort to communicate to Influencers the importance of honouring accepted Booking Requests and managing their availability status.
Some Influencers may pledge to donate a portion of the funds they receive from Appearances made via the Site, Application and Service to a particular cause or charity. We do not take any responsibility or liability for whether the Influencer does in fact make the donation he or she pledged to make. In such cases, the Influencer in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require us to collect appropriate tax information from our Influencers, or to withhold taxes and other amounts from payouts to Influencers, or both. You as an Influencer are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as an Influencer fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes or other amounts from payments to you, we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such taxes and/or other amounts as required by law, or to do both.
You as an Influencer understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included in Influencer Fees, and for including Taxes to be collected or obligations relating to applicable Taxes in respect of Influencer Fees. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Veri cannot and does not offer Tax-related advice to any Members.
Platform providers, such as Apple, that make the Application available for download are not party to this Agreement. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. In the event of any failure of the Application to deliver any product or service purchased by a Member through the Application, such Member may notify Apple, and Apple may refund payments made for such purchases (if applicable). To the maximum extent permitted by applicable law, Apple will have no other obligation whatsoever with respect to the Application or Service. You acknowledge that Apple is not responsible for addressing any claims relating to the Application or your possession and/or use of the Application, Service or Collective Content, including but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; (iii) claims alleging infringement of intellectual property; and (iv) claims arising under consumer protection or similar legislation. Veri, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such claims.
You and Veri acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Application against you as a third-party beneficiary thereof.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Service and Collective Content. In connection with your use of the Site, Application, Service and Collective Content, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, Tax regulations;
- use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Service or Collective Content;
- use the Site, Application, Service or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access or use any information contained on the Site, Application, Service or Collective Content for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage our Site, Application or Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site, Application or Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site, Application, Service or Collective Content in connection with the distribution of unsolicited commercial messages (“spam”);
- “stalk” or harass any other user of our Site, Application, Service or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Fan or Influencer;
- register for more than one Veri Account in your capacity as a Fan or in your capacity as an Influencer, or register for a Veri Account on behalf of an individual other than yourself;
- recruit or otherwise solicit any Influencer or other Member to join third-party services or websites that are competitive to Veri, without Veri’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use the Site, Application, Service or Collective Content to find an Influencer or Fan and then schedule of an Appearance independent of the Application, in order to circumvent the obligation to pay any applicable fees;
- as an Influencer, include any false or misleading price information in your Member’s profile or Veri Account, or include a price for an Appearance that you do not intend to honor;
- as a Fan, submit a Booking Request you do not intend to attend or honour;
- as an Influencer, accept a Booking Request you do not intend to attend or honour;
- post, upload, publish, submit or transmit any Content that: (i) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (ii) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vi) promotes illegal or harmful activities or substances;
- use, display, mirror or frame the Site, Application, Service or Collective Content, or any individual element within the Site, Application, Service or Collective Content, Veri’s name, any Veri trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Service, without Veri’s express written consent;
- access, tamper with, or use non-public areas of the Site, Application or Service, Veri’s computer systems, or the technical delivery systems of Veri’s providers;
- attempt to probe, scan, or test the vulnerability of any Veri system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Veri or any of Veri’s providers or any other third party (including another user) to protect the Site, Service, Application or Collective Content;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Service, Application or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Service, Application or Collective Content;
- accept or make a payment for any fees in connection with an Appearance outside of the Application. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Veri harmless from any liability for such payment; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Veri has the right to investigate and enforce violations of any of the above to the fullest extent of the law.
You acknowledge that Veri has no obligation to monitor your access to or use of the Site, Application, Service or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body or to respond to Content that it determines is otherwise objectionable or as set forth in these Terms.
The Site, Application, Service, and Veri Content are protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. You acknowledge and agree that the Site, Application, Service and Veri Content, including all associated intellectual property rights, are the exclusive property of Veri and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Service, or Veri Content.
Subject to your compliance with these Terms, Veri grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device that you own or control and run such copy of the Application solely for your own personal use or for the commercial purposes authorized by these Terms. Furthermore, as the Application can only be accessed through or downloaded from the Apple App Store, you must only use the Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service available here. Veri reserves all rights in the Application not expressly granted to you by these Terms.
VERI CONTENT AND MEMBER CONTENT LICENSE
Subject to your compliance with the terms and conditions of these Terms, Veri grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Veri Content solely for your personal purposes and commercial purposes authorized by these Terms and (ii) access and view any Member Content to which you are permitted access, solely for your personal purposes or the commercial purposes authorized herein. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Service, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Veri or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content on the Application. By making available any Member Content on or through the Site, Application and Service, you hereby grant to Veri a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application, Veri SNS and Service. Veri does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Service or you have all rights, licenses, consents and releases that are necessary to grant to Veri the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Veri’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, Service or Veri SNS will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Veri reserves the right, at any time and without prior notice, to remove any Member Content or disable access to any Veri Account for any reason, including any Member Content or Veri Account that Veri, in its sole discretion, considers defamatory, obscene, pornographic, vulgar or offensive; promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; is violent or threatening or promotes violence or actions that are threatening to any other person; promotes illegal or harmful activities or substances; or Veri otherwise considers objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Service.
If a Member submits Member Content that includes advertorials, native advertising, sponsorship of any Content, or any other Content with which Veri may be associated in any manner (“Sponsored Content”), you shall remain solely responsible for the Sponsored Content and all of your representations, warranties, indemnification obligations, and other obligations under these Terms will apply equally to such Sponsored Content as they would to any other Member Content you submit. You are solely responsible for ensuring that your Sponsored Content complies with all applicable laws, rules, and regulations. By including all appropriate and required disclosures and disclaimers Veri shall not be held liable in any manner for the Sponsored Content.
The Site, Application and Service may contain links to third-party websites or resources (including, without limitation, SNS). You acknowledge and agree that Veri is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Veri of such websites or resources or the Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of Veri used herein are trademarks or registered trademarks of Veri, as applicable. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
By creating a Veri Account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any e-mail we send.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Service (“Feedback”). You may submit Feedback by emailing us or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Veri and you hereby irrevocably assign to Veri and agree to irrevocably assign to Veri all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Veri’s request and expense, you will execute documents and take such further acts as Veri may reasonably request to assist Veri to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Veri respects copyright law and expects its users to do the same. It is Veri’s policy to terminate, in appropriate circumstances, the Veri Accounts of Members who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
SUSPENSION, TERMINATION AND VERI ACCOUNT CANCELLATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Veri Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Veri Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Service, your Veri Account, your Member Content, or receive assistance from Veri customer service, (b) any pending or accepted future bookings as either Influencer or Fan will be immediately terminated, (c) we may communicate to your Fans, in the event you are an Influencer, or the Influencers with whom you have scheduled an Appearance, in the event you are a Fan, that a pending or accepted Booking Request has been cancelled, and (d) if you are an Influencer, you will not be entitled to any compensation for Appearances that were cancelled as a result of a suspension, deactivation or termination of your Veri Account. You may cancel your Veri Account at any time by sending us an email at firstname.lastname@example.org. Please note that if your Veri Account is cancelled, we do not have any obligation to delete or return to you any Content you have posted to the Site, Application and Service, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICE OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT VERI DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, FANS AND INFLUENCERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICE AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. VERI MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. VERI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY MEMBERS, THE SERVICE OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VERI OR THROUGH THE SITE, APPLICATION, SERVICE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS (INCLUDING WITHOUT, LIMITATION, THE APPEARANCES) WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFLUENCERS OR FANS. YOU UNDERSTAND THAT VERI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICE OR TO MONITOR ANY APPEARANCES. VERI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICE, INCLUDING, BUT NOT LIMITED TO, FANS AND INFLUENCERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY VERI. VERI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY FAN OR OTHER THIRD PARTY.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICE AND COLLECTIVE CONTENT, YOUR AVAILABILITY FOR, OR BOOKING OF, ANY APPEARANCES VIA THE APPLICATION AND ANY CONTACT YOU HAVE WITH OTHER MEMBERS WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VERI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF A SUBSTITUTE PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, EXTRA-CONTRACTUAL LIABILITY (INCLUDING TORT), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE INFLUENCERS PURSUANT TO THESE TERMS, IN NO EVENT WILL VERI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICE INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING, AS APPLICABLE, OF ANY APPEARANCE VIA THE APPLICATION, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICE, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY APPEARANCE OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNT YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE APPLICATION AS A FAN IN THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE AN INFLUENCER, THE AMOUNT PAID BY VERI TO YOU IN THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VERI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
You agree to release, defend, indemnify, and hold Veri and its affiliates and subsidiaries, and their officers, directors, employees, agents and other representatives, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Service, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) your booking of, or participation in, an Appearance, or (iii) your creation of a Veri Account; (d) your failure as an Influencer to include, collect or remit any Taxes in respect of Influencer Fees; or (e) any Taxes that Veri may be required to withhold from payments to Influencers.
EXPORT CONTROL AND RESTRICTED COUNTRIES
You may not use, export, re-export, import, or transfer the Application except as authorized by Canadian law, United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any Canadian or United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List, or any designated persons listed in any regulations made under the Canada Special Economic Measures Act or United Nations Act. By using or accessing, as applicable, the Site, Application, Service and Collective Content you represent and warrant that (i) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country and (ii) you are not, and are not working on behalf of, any person or entity listed on any U.S. or Canadian government list of designated, prohibited or restricted parties.
If you participate in an Appearance with a Member who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, or (ii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Veri by using the “report user” button on the Application; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
ENTIRE AGREEMENT AND PARAMOUNTCY
Certain areas of the Site and Application (and your access to or use of certain aspects of the Service or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Site or Application or your access to or use of certain aspects of the Service or Collective Content, the latter terms and conditions will take precedence with respect to your use of, or access to, that area of the Site, Application, Service or Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Veri’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Veri may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Veri (i) via email (in each case to the e-mail address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
CONTROLLING LAW AND JURISDICTION
These Terms and your use of the Site, Application and Service will be interpreted in accordance with the laws of Quebec and the laws of Canada applicable therein, and you and we attorn and submit to the exclusive jurisdiction of the courts in the Province of Quebec in the City of Montreal to resolve any dispute in any manner related to the matters contemplated by these Terms.
The failure of Veri to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Veri. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
THIRD PARTY BENEFICIARY
Except to the extent expressly stipulated herein, these Terms do not and are not intended to be stipulations for another (within the meaning of the Civil Code of Quebec) or to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that to the extent any third parties are beneficiaries of these Terms, their consent or agreement is not necessary for any changes or modifications to these Terms and that such third parties shall have the right to enforce these terms insofar as they are considered stipulations in favour of such third parties.
If you have any questions about these Terms please contact Veri at email@example.com.