Terms of Service
THIS AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF THE SERVICES. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF THE SERVICES, THIS AGREEMENT SHALL ALSO GOVERN THAT FREE TRIAL. BY CHECKING THE BOX CONFIRMING THAT YOU ACCEPT AND HAVE VIEWED THESE TERMS AND CONDITIONS, OR BY ACCESSING, DOWNLOADING, INSTALLING, OR OTHERWISE USING ANY OF THE TRIAL OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL, OR OTHERWISE USE ANY VALIDITY SERVICES. BY ACCEPTING THESE TERMS, YOU HEREBY WARRANT THAT YOU HAVE AUTHORITY TO SIGN AND EXECUTE THIS AGREEMENT ON BEHALF OF THE CUSTOMER WITH RESPECT TO THE MATTERS CONTAINED HEREIN.
This Terms of Service Agreement with (a) any applicable DPA, Order Form(s), annexes, schedules, exhibits, or terms presented in the Services and (b) any applicable user guides, manuals, on-line help, software release notes, instructions, performance descriptions, design documents, test materials, operation guides, training materials, and other materials provided by Validity in written or electronic format referring to or relating to the use of the Services provided by Validity from time to time (collectively, “Documentation”), (collectively, the “Agreement”) is an agreement between your entity (“Customer”, “You”) and Validity, Inc. (“Validity”) for the access and use of Validity’s Services. The provisions of this Agreement are as follows:
1. Definitions
a) “Affiliate(s)” means any entity that directly controls, is controlled by, or is under common control with a Party. For purposes of this Agreement, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
b)“Beta Services” means a Service that Validity may offer Customer as closed or open beta services under an alpha, beta, new, labs, preview, early release, early access, non-production, trial, or similar designation for the purpose of testing and evaluation.
c) “Customer Data” means any electronic data and information submitted to the Service(s) by Customer or its Users.
d) “DPA” means the Data Processing Addendum located online at https://www.validity.com/legal/data-processing-addendum/ (or successor URL), which is incorporated into and forms part of this Agreement.
e) “Order Form” means an ordering document signed by Validity and Customer (or any of its Affiliates) for the access and use of specific Services. Each Order Form is incorporated into and forms part of the Agreement.an
f) “Report” means any document containing Customer Data (in PDF, CSV, or other exportable format) generated via the Services.
g) “Service(s)” means access to and use of any hosted software-as-a-service platform, Software, Beta Service(s), and Documentation, including any upgrades, modified versions, bug fixes, or updates thereto provided by Validity.
h) “Service Term” means, as applicable, the billing period agreed to by Customer via the Service(s) or the period identified in the Order Form during which Customer and Users are permitted to use or access the Services pursuant to the terms set forth in this Agreement, including the Initial Term and any Renewal Term (as defined in the Order Form), subject to non-renewal or earlier termination in accordance with this Agreement.
i) “Software” means, if applicable, any software distributed by Validity to Customer under this Agreement for use in connection with a Service, including any APIs and applications (but excluding any hosted software used to provide the Services).
j) “User” means an individual who uses the Services on Customer’s behalf, including Customer’s employees or contractors.
k) “Verification Credit Block” means one or many credit(s) purchased by and granted to the Customer entitling Customer to request and receive verification services against data provided by Validity.
2. Access, Use, and Obligations
a) Subject to the terms of this Agreement, during the Service Term, Validity hereby grants to Customer a limited, non-exclusive, non-sublicensable (other than to Users acting on its behalf), and non-transferrable right to: (i) install any Software in accordance with the Documentation and use such Software solely in connection with the Service; (ii) use the Service in accordance with Documentation solely for Customer’s internal business purposes; and (iii) make a reasonable number of copies of the Documentation for internal use and to the extent necessary to support Customer’s use of the Services, provided that all copies retain Validity’s original proprietary legends and logos.
b) If the Services provide Customer with the ability to create Reports, Customer shall own the Reports and may use them solely for Customer’s internal business purposes.
c) Customer’s Affiliates may also access and use the Services pursuant to the Agreement. All references to “Customer” in this Agreement shall include all Users and any such Affiliate.
d) The use of the Services hereunder, including combined use by Customer and its Affiliates, shall in no event exceed the terms under each applicable Order Form. Changes to Services. Customer acknowledges that the Services are evolving. Validity may modify, change, and/or improve the Services, including any features, functionality or components of the Services, from time to time; provided, however, that such changes shall not materially diminish the Services.
e) Customer may accept or decline to use Beta Services as presented and labeled in the Services in its sole discretion. Beta Services are for evaluation purposes only, and Customer agrees to be bound by any additional terms applicable to the Beta Services as provided by Validity within the Service(s) for Customer acceptance. Validity provides no warranties for any of the Beta Services and Validity reserves the right to fully or partially discontinue Beta Services at any time and for any reason. Validity shall have no liability to Customer or any third party for any harm or damage arising out of or in connection with any of the Beta Services.
f) Customer shall not directly or indirectly (including through any third party): (i) modify, adapt, translate, decompile, disassemble, reverse engineer, copy, reproduce, duplicate, incorporate into or with other software, create a derivative work or an improvement of, or attempt to reconstruct, identify, or discover the source code, underlying ideas or algorithms of any part of the Services; (ii) introduce malicious programs, viruses, malware, or other software or mechanisms into the Services, including robots, spiders, scrapers, or any software designed to interfere with its proper operation or that accesses (or attempts to access) a computer, network, or data without authorization; (iii) attempt to circumvent authentication or security of any host, service, network, or account or use or permit others to use any security or testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Services; (iv) submit any Customer Data to the Service that infringes or misappropriates the intellectual property or proprietary rights of or violates the privacy rights of any third party; (v) sell, sublease, or resell any aspect of the Service, Reports, or otherwise make the Service or Reports available for any use other than the Customer’s internal business purposes or to any third party for a fee.
g) Customer is responsible for its Users’ performance under this Agreement and for all acts and omissions with respect to access or use of the Services that occur via Customer’s account. Customer (i) will protect any login credentials used to access any Services from unauthorized access, use, and disclosure, and (ii) will not share any such credentials with any third party, share login credentials across multiple Users, enable multiple Users to access the Services through a single User account, or falsify User information, impersonate any person or entity, or provide misleading information about itself or a User. Customer shall promptly notify Validity in writing of any unauthorized access to or use of any of its accounts or credentials. For the avoidance of doubt, Validity cannot and shall not be liable for any loss, damage, or other liability arising from Customer’s failure to comply with these requirements. Customer is responsible for the accuracy, quality, integrity, and legality of Customer Data. Customer shall comply with all applicable laws, rules, orders, and regulations, including those applicable to processing of Customer Data via the Services. Customer represents and warrants that it has obtained all applicable and necessary authorizations to Process Customer Data in the Services. Validity does not assume any responsibility for or undertake to verify the accuracy or completeness of Customer Data. Customer is solely responsible for backing up Customer Data. Validity shall not have a duty to back up data or to restore data that is lost in the course of the provision of Services.
h) Customer may install or otherwise elect to use Validity-approved third-party services with and as permitted by the Services (“Third-Party Services”) (e.g. customer relationship management systems). Any use by Customer of Third-Party Services is solely the responsibility of Customer and the applicable Third-Party Services provider and is governed by the agreement(s) Customer has in place with the Third-Party Services provider, and Validity shall in no way be responsible for the performance of the Third-Party Services. Customer acknowledges that providers of such Third-Party Services may have access to Customer Data due to the interoperation and support of Third-Party Services with the Services. To the extent Customer authorizes the access or transmission to Validity of Customer Data through a Third-Party Service, Validity shall not be responsible for any act or omission on the part of such Third-Party Services provider or its service. Customer acknowledges that Validity is not responsible for any performance issues to the extent caused by Third-Party Services, including failure to connect with such Third-Party Services.
i) Validity is responsible for its subcontractors’ and affiliates’ performance hereunder. Validity shall not be responsible or liable for any failure in the Services to the extent resulting from or attributable to (i) Customer Data (or quality thereof) as uploaded into the Services or otherwise provided to Validity; (ii) any products, software, equipment, or services used by Customer (other than the Service); or (iii) Customer’s negligence, willful misconduct, breach of this Agreement, or other unauthorized access or use of the Service.
3. Price, Payment, and Promotion
a) The Services are available at the then-current rate, including any applicable price increase upon renewal, usage overage charges, or changes in Customer’s applicable tier or volumes (each as applicable for Customer’s Service). Fees are subject to change at the beginning of any Service Term renewal. Customer shall pay all applicable fees (“Fees”) when due as invoiced, and, if Fees are being paid via credit card or other electronic means, Customer authorizes Validity to charge Fees using Customer’s selected payment method. All Fees are exclusive of and do not include any taxes, duties, or similar charges imposed by any government. Customer will pay or reimburse Validity for all federal, state, dominion, provincial, or local sales, VAT, use, personal property, import, export, excise or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement, other than taxes based upon Validity’s net income. If Customer requires the use of a purchase order or procurement portal, Customer (i) must provide the purchase order or portal access before Service(s) will be provisioned and (ii) agrees that any terms and conditions included on Customer’s purchase order or portal are of no force or effect. Customer is responsible for maintaining complete and accurate billing and contact information with Validity. Any Fees not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
b) Changes. We reserve the right to change Our Fees and to institute new charges at any time (including, for clarity, for any subscription renewal), upon notice to You, which may be sent by email or posted on the Website or in the Services. Your use of the Services following such notification constitutes Your acceptance of any new or increased Fees.
c) Validity and any of its employees, officers, or agents are authorized to obtain information concerning Customer’s creditworthiness. Any person to whom a credit application is presented and completed is authorized to disclose to Validity and any of its employees, officers, or agents any information requested, and Customer hereby waives any claim against, and fully releases from any and all liability, such persons by reason of any disclosure. Customer authorizes Validity to verify the truthfulness of all financial representations including a grant of authority to check credit with various credit reporting agencies or any listed financial institutions named in the application for credit separately requested by Validity in connection with this Agreement. Customer shall notify Validity in writing of any development that may adversely affect Customer’s financial condition, promptly after the occurrence thereof. All statements by Customer in this connection are true and correct and are made for the purpose of obtaining credit from Validity.
d) If Customer is purchasing Services online, Customer shall be required to pay by credit card, unless Validity, in its sole discretion, permits Customer to pay by check or wire transfer. All Fees are due immediately upon purchase and Customer hereby authorizes Validity to charge Customer’s credit card at the time of purchase for all amounts due. If Customer does not pay Validity when due, Customer’s credit card is declined at any time, or Customer’s check does not allow Validity to receive payment, Validity has the option to terminate Services immediately until such amounts are paid.
e) Terms Applicable to BriteVerify Customers:
i. Customer agrees to pay Validity Fees to purchase Verification Credit Block(s) to be used by Customer in the Services.
ii. Customer agrees to pay Validity Fees to purchase Verification Credit Block(s) via automated replenishment features which, if activated by Customer, will purchase Verification Credit Block(s) in quantities of Customer’s own choosing using Customer’s method of payment on file, and when Customer’s balance of Verification Credit Block(s) have reached or fallen below twenty-five percent of a number of Customer’s own choosing. For the sake of clarity, if Customer configures an automatic replenishment feature to purchase a Verification Credit Block of 5,000, then Validity will perform said purchase on behalf of Customer whenever Customer’s balance of Verification Credit Block(s) reaches 1,250 (or twenty-five percent of 5,000) and will continue to do so until Customer deactivates feature or changes its configuration.
iii. Unless otherwise specified in approved Order Form(s) or through the application of an official promotion offered by Validity, the pricing of the Verification Credit Block shall be set forth on the transaction pricing pages located at www.validity.com.
iv. Validity reserves the right to extend or withdraw promotions, in the form of price discounts or gifting of Verification Credit Block(s), at any time and without regard to previous pricing or promotions. Unless explicitly stated
otherwise, all application of official promotions against Customer’s account are considered one-time applications.
v. Verification Credit Blocks shall expire one year from the date of purchase. For sake of clarity, if Customer purchases a Verification Credit Block on the 15th day of August in a given year, such Verification Credit Block shall expire at 11:59pm (Eastern) on August 14th of the following year. Any unused verifications within an expired Verification Credit Block are immediately null and void and Validity shall not issue credits for such unused transactions.
vi. Customer shall be required to pay for the Verification Credit Block by credit card, unless Validity, in its sole discretion, permits Customer to pay by check or wire transfer. All Fees for Verification Credit Blocks are due immediately upon purchase and Customer hereby authorizes Validity to charge Customer’s credit card at the time of Verification Credit Block purchase for all amounts due or, in the alternative, Validity may, in its sole discretion, charge Customer’s credit card at the beginning of the month following the month in which the Verification Credit Block was purchased. If Customer does not pay Validity when due, Customer’s credit card is declined at any time, or Customer’s check does not allow Validity to receive payment, Validity has the option to suspend the provision of or, if provisioning is complete, suspend access to Services immediately until such amounts are paid. All amounts not paid when due shall bear interest at the rate of 12% per annum or, if lower, the maximum amount allowed by applicable law until paid in full.
f) Terms Applicable to DemandTools Customers:
i) DemandTools pricing shall be located at www.validity.com, which may be modified from time to time by Validity in its sole discretion.
4. Confidentiality
a) Definition of Confidential Information. “Confidential Information” means all 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 or the circumstances of disclosure. Without limitation, the Parties agree that Confidential Information includes Customer Data, the Services and Reports, the terms of this Agreement and Order Forms, pricing, marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or any unauthorized act of a third party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
b) Confidentiality Obligations. The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose other than to exercise its rights or perform its obligations under this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, not disclose Confidential Information of the Disclosing Party except to the its employees, contractors, and agents who need access to the Confidential Information as permitted by this Agreement, who have been informed of their obligation to maintain the confidential status of such Confidential Information, and who are subject to non-disclosure obligations that are at least as restrictive as those set forth herein. Upon request, the Receiving Party will delete or return Confidential Information of the Disclosing Party (except for copies in back-up systems and copies which a party is required to retain by laws or regulations).
c) Required Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information when and to the extent required by law, regulation or court order, but only after it (if legally permissible) uses commercially reasonable efforts to notify the Disclosing Party and gives the Disclosing Party an opportunity to challenge the disclosure.
d) Equitable Relief. The Parties agree that any disclosure of Confidential Information in breach of this Section 4 may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party may be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief without the necessity of showing actual damages.
5. Intellectual Property Rights
a) As between the Parties, all intellectual property rights in and to the Services, including all copyright, trade secret, patent, trademark, and other proprietary or industrial property rights in and to the Services and any improvements thereto, are the sole and exclusive property of Validity. Customer shall not contest or challenge or take any action inconsistent with or that may damage or impair Validity’s ownership or intellectual property rights in and to the Services. Customer hereby grants Validity a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, and fully paid-up license to use any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer, its Affiliates, or its Users relating to Validity or any Service (“Feedback”). Any intellectual property rights that may be created as a result of Validity using or acting upon such Feedback shall vest in and remain the property of Validity. Customer does not acquire any rights, express or implied, hereunder with respect to the Services or otherwise other than those rights expressly granted under this Agreement. Customer shall promptly notify Validity if Customer becomes aware of any infringement of the Validity’s intellectual property rights in the Services and fully cooperate with Validity in any legal action taken by Validity to enforce its intellectual property rights.
b) As between the Parties, Customer exclusively owns all right, title and interest in and to all Customer Data. Customer hereby grants to Validity the non-exclusive, royalty-free right to access, use, copy, distribute, perform, display and process Customer Data during the Service Term solely: (a) to provide and improve the Services for Customer, including to prevent or address service or technical problems; (b) to perform other activities at Customer’s or Users’ direction or request; or (c) as compelled by law. Each Party will comply with its obligations under the DPA and under applicable law in connection with its processing of Customer Data.
c) Customer grants Validity a perpetual, irrevocable, non-exclusive right to generate de-identified and aggregated data from Customer Data and to use such de-identified and aggregated data to provide and improve its products and services, provided, however that Validity does not (i) identify the source of any such data, or (ii) disclose any such data to any third party other than to its subcontractors. The rights granted to Validity under this Section 5 may be sublicensed to subcontractors or Affiliates that perform work on behalf of Validity, and Validity is responsible for its subcontractors’ and Affiliates’ performance hereunder.
6. Disclaimer of Warranty
VALIDITY MAKES NO WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED REGARDING THE SERVICES. ALL IMPLIED OR STATUTORY WARRANTIES OR TERMS & CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. SERVICES ARE PROVIDED AND LICENSED ON AN “AS IS” BASIS WITH NO WARRANTY OR REPRESENTATION OF ANY KIND. VALIDITY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.
7. Terms and Termination
a) This Agreement is effective upon Customer’s acceptance and shall continue until (i) terminated pursuant to this Section 6 or (ii) upon the expiration of a Service Term. For Customers with an Order Form, unless otherwise provided in the Order Form, each Initial Term is twelve (12) months and shall automatically renew for successive additional Renewal Terms of twelve (12) months, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then current Service Term.
b) Without limiting any other rights or remedies available to Validity, Validity has the right to terminate this Agreement immediately and without notice to Customer, if: (i) Customer is in breach or default of any of its obligations under this Agreement and such breach or default continues unrectified for ten (10) days following the provision of written notice of such breach or default to Customer; (ii) Customer voluntarily enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be bankrupt or insolvent, a petition is filed against Customer under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged with sixty (60) days after its filing, or a receiver, trustee or similar person is appointed with respect to Customer’s assets; or (iii) Validity has not received a payment (or receives a portion of a payment) of Customer’s Fees when due.
c) Upon termination of this Agreement for any reason whatsoever, Customer must immediately cease using the Service and, if applicable, pay any unpaid Fees. It is Customer’s responsibility to remove any Software from Customer’s properties. Validity shall have no responsibility for any data that is sent to Validity via Software that Customer has failed to remove after expiration or termination.
d) Suspension/Termination of Services. Without limitation of its other rights, Validity may suspend or terminate Customer’s access to the Services for Customer’s failure to pay any Fees when due if Customer has failed to cure such non-payment after Validity provides Customer with ten (10) days’ notice of such non-payment. Validity may also suspend Customer’s access to the Services if it deems reasonably necessary to prevent harm to the Services or its or its other customers’ systems, data, or property. In the event that Services are suspended, Customer shall continue to be charged applicable Fees for the Service during any period of suspension.
e) The termination of this Agreement will not affect the survival and enforceability of any provisions of this Agreement that are expressly or impliedly intended to survive and remain in force after such termination or expiration of this Agreement.
8. Limitation of Liability
a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING DATA LOSS OR CORRUPTION, BUSINESS INTERRUPTION, LOST BUSINESS OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) IN NO EVENT SHALL VALIDITY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VALIDITY IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE CLAIM.
c) No action arising out of or relating to this Agreement, or Validity’s obligations hereunder, regardless of form, may be brought by Customer more than twelve (12) months after the facts giving rise to the cause of action are known to Customer.
9. Indemnification
a) Indemnification by Validity. Validity shall defend Customer against any claim by a third party alleging that the Services, when used in accordance with this Agreement, infringe any intellectual property right of such third party and shall indemnify and hold harmless Customer from and against any damages and costs awarded against Customer by a court or regulator of competent jurisdiction or agreed in settlement by Validity (including reasonable attorneys’ fees) resulting from such claim. If Customer’s use of the Services results (or in Validity’s opinion is likely to result) in an infringement claim, Validity may, in its sole discretion, either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Services; or (if (a) and (b) are not commercially reasonable) (c) terminate this Agreement or the applicable Order Form and provide a refund of pre-paid, unused Fees. The foregoing indemnification obligation of Validity shall not apply to the extent the applicable claim is attributable to: (1) the modification of the Services by any party other than Validity or based on Customer’s specifications or requirements; (2) the combination of the Services with any other products or services; or (3) Customer’s breach of this Agreement.
b) Indemnification by Customer. Customer shall defend Validity against any claim by a third party arising from or relating to any Customer breach of this Agreement, Customer Data, or Customer’s use of the Services and shall indemnify and hold harmless Validity from and against any damages and costs awarded against Validity by a court or regulator of competent jurisdiction or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim. The foregoing indemnification obligation of Customer shall not apply to the extent the applicable claim is attributable to Validity’s breach of this Agreement.
c) Indemnification Procedures. In the event of a potential indemnity obligation under this section, the indemnified Party shall: (i) promptly notify the indemnifying Party in writing of the claim; (ii) allow the indemnifying Party the right to control the investigations, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense provided, however, that the indemnifying Party shall not enter into any settlement that obligates the indemnified Party to take any action, admit any wrongdoing, or incur any expenses, without the indemnified Party’s prior written consent; and (iii) upon request of the indemnifying Party, provide all necessary cooperation at the indemnifying Party’s expense. Failure by the indemnified Party to notify the indemnifying Party of a claim under this section shall only relieve the indemnifying Party of its obligations under this section to the extent caused by such failure.
d) This section sets forth Customer’s sole remedy with respect to any third-party claim of intellectual property infringement.
10. Terms Applicable to Trial Customers
a) Term and Termination. If Customer registers for a trial of the Services, Validity will make the Services available to the Customer on a trial basis until the earliest of: (i) the end of the trial period, (which shall be determined by Validity in its sole and exclusive discretion); (ii) termination of Customer’s access to or use of the Services in Customer’s sole and exclusive discretion; or (iii) Customer’s purchase of the Services pursuant to a services agreement with Validity.
b) Evaluation Purposes. Where the Customer registers for a trial of the Services, the Services are available on a limited basis solely for the purpose of Customer’s internal business purposes and for the purposes of Service purchase evaluation.
c) Disclaimer of Warranties. TRIAL ACCESS OF THE SERVICES IS PROVIDED BY VALIDITY TO A TRIAL CUSTOMER ON AN “AS IS” BASIS, AND VALIDITY SPECIFICALLY DISCLAIMS ALL WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
11. General Provisions
a) Governing Law and Jurisdiction. This Agreement is exclusively governed by the laws of Delaware, excluding the application of its conflict of laws rules. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in any action arising out of or relating to the Agreement.
b) Order of Precedence. In the event of any conflict between the terms of the Order Form and of the Agreement(s), the terms of the DPA then those of the Order Form shall govern.
c) Entire Agreement. This Agreement sets forth the entire agreement between the Parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. Validity may elect to change or supplement the terms of this Agreement from time to time, at its sole discretion. Within thirty (30) business days of posting changes to this Agreement, they will be binding on Customer. If Customer does not agree with the changes, Customer should immediately discontinue using the Service. If Customer continues using the Service after such thirty (30) business day period, Customer will be deemed to have accepted the changes to the terms of this Agreement.
d) Waiver; Severability. No failure or delay by either Party to enforce any provision of this Agreement shall constitute a waiver of that provision or affect such Party’s right to require the future performance thereof. If a court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
e) Anti-Corruption. Each Party shall comply with all applicable antibribery laws. Neither Party nor any of its employees, contractors or agents may make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any foreign government or the U.S. government (including a decision not to act) or inducing such a person to use his/her influence to affect any such governmental act or decision in order to assist in obtaining, retaining or directing any business in relation to this Agreement. A foreign governmental official shall include any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or office of any public international organization, such as the United Nations or the World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business, any political party or party official, any political candidate or any person or entity who a Party knows or has reason to believe shall give part of any part of any payment to any of the aforementioned categories of people for such purpose.
f) Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets, except Customer may not assign this Agreement to a competitor of Validity (in Validity’s sole discretion). This Agreement shall be binding upon and inure to the benefit of the successors and assignees of Validity or Customer.
g) Publicity. Validity shall be authorized to identify Customer as a customer of Validity in public relations and marketing materials.
h) Force Majeure. Validity will have no obligation to perform its obligations hereunder to the extent and for the period that Validity is prevented from doing so by any cause beyond its reasonable control.
i) Export Control. Each Party agrees to comply with applicable export and import laws and regulations of any applicable jurisdictions. Without limiting the foregoing, (i) each Party represents and warrants that it is not listed on any government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) each Party shall not (and shall not permit any third parties to) access or use any Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall not submit to any Services any information that is controlled under the U.S. International Traffic in Arms Regulations..
j) Notices sent pursuant to this Agreement will be deemed to have been delivered to a Party at the email or physical address provided by Customer if by physical mail, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid.
12. Trademark or Copyright Infringement Policy
Validity respects intellectual property of others and we will investigate each notice of alleged trademark or copyright infringement that is provided to us. If you believe that your trademark or copyrighted work has been used or displayed in a way that constitutes infringement, please contact us at [email protected] with “Trademark Infringement” or “DMCA Takedown Request” (as applicable) in the subject line and please provide us with all of the following information:
a) Identification of the trademark or copyrighted work claimed to have been infringed;
b) Identification of the material that is claimed to be infringing and that is to be removed, and information reasonably sufficient to permit us to locate the material;
c) Your contact information, including your name, address, telephone number, and an email address;
d) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the trademark or copyright owner, its agent, or the law;
e) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the trademark or copyright owner; and
f) A physical or electronic signature of the IP owner (or a person authorized to act on their behalf).
Last Updated: September 25, 2025