Terms

 

VALIDITY.COM
WEBSITE TERMS OF USE

Last Updated: April 30, 2018
Acceptance of the Terms of Use:

These Terms of Use are entered into by and between you and Validity, Inc. and its affiliates (collectively hereinafter, “Validity,” “us,” “we,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.Validity.com (“Website”), any other mobile applications, websites, and social media platforms owned or controlled by us, along with any content, functionality, and services offered through us (each a “Service,” collectively “Services”) whether as a guest or a registered user. You and Validity each a Party, collectively, “Parties.”

By using the Services [or by clicking to accept or agree to the Terms of Use when this option is made available to you], you accept and agree to be bound and abide by these Terms of use [and our Privacy Policy, found at devvalidity.local, incorporated herein by reference. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Services.

The Services are offered and available to users who are at least 13 years of age or older (“Users” or “Validity Users”). By using these Services, you represent and warrant that you are of legal age to form a binding contract with the Validity and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Changes to Terms of Use:

Validity reserves the right to amend or update these Terms of Use at any time with or without notice to Users, and may also add new features or functionality to, or change or remove existing features or functionality from, the Service that will be subject to the Terms of Use. Any User who continues to use the Service after any changes are made will be deemed to have agreed to those changes.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND VALIDITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Basic Terms and Rules of Conduct:

You are responsible for making all arrangements necessary for you to have access to the Services and ensuring that all persons who access such through your internet connection are aware of these Terms of Use and comply with them.

2. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our PRIVACY POLICY, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

3. Unless otherwise noted, the Services as a whole or in part, and all materials that are part of the Services, including without limitation, the Validity name and logos (collectively, “Validity Content”) are copyrights, trademarks, trade dress or other intellectual properties owned, controlled, or licensed by Validity or its subsidiaries and affiliates. You may only use Validity Content for your personal, noncommercial use; any other use of the Validity Content without Validity’s express written consent is strictly prohibited. No right, title, or interest in any Validity Content is granted or transferred to you as a result of your access or use. Unless otherwise noted herein, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell, or participate in any sale of, or exploit in any way, any of the Validity Content or Services. Unauthorized use of the Validity Content is expressly prohibited by law, and may result in severe civil and criminal penalties.

4. We welcome your comments and feedback regarding our Services, products, and services. We do not, however, accept confidential or proprietary information. Thus, all comments, feedback, ideas, suggestions, materials, information, and other submissions disclosed, submitted or offered to Validity using Services or otherwise (collectively, “Comments”) are not confidential and will become and remain Validity’s Service. The disclosure, submission, or offer of any Comments will constitute an assignment to Validity of all worldwide rights, titles, and interests, and goodwill in the Comments without payment of any compensation. Additionally, Comments submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene, or otherwise unlawful material. Validity reserves the right to remove any Comments for any reason, without prior notice. Notwithstanding the foregoing, Validity does not have any obligation to prescreen, monitor, edit, or remove any Comments. If your Comments violate these Terms of Use, you may bear legal responsibility for such Comments.

5. You may not participate in any activity that is in violation of any federal, state, or local law.

6. You are responsible for any activity that occurs in the real world and through your account and you agree you will not sell, transfer, license or assign your account, Service license(s), followers, username, or any account rights. Validity prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide(d) to or were provided by the Validity upon registration and at all other times will be true, accurate, current, complete, and confidential, and you agree to update your information as necessary to maintain its truth, accuracy, and confidentiality.

7. You agree that you will not solicit, collect or use the login credentials or other confidential information of other Validity Users.

8. You are responsible for keeping your password secret and secure.

9. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Services, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

10. You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Comments, including but not limited to, copyright laws.

11. You must not change, modify, adapt or alter the Website or Services or change, modify or alter another website so as to falsely imply that it is associated with the Services or Validity.

12. You must not create or submit unwanted email, comments or other forms of commercial or harassing communications (a/k/a “spam”) to any Validity Users.

13. You must not use domain names or web URLs in your username, if applicable, without prior written consent from Validity.

14. You must not interfere or disrupt the Service or servers or networks connected to the Service, 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 Validity page is rendered or displayed in a user’s browser or device.

15. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

16. You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other Validity terms.

17. Violation of these Terms of Use may, in Validity’s sole discretion, result in termination of your Validity account. You understand and agree that Validity cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Validity, we can stop providing all or part of the Service to you.

General Conditions:

1. We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can request deactivation of your Validity account by emailing us at legal@validity.com. If we terminate your access to the Service or you request that we deactivate your account, your photos, Comments, and all other data may no longer be accessible through your account.

2. Upon termination, unless subject to specific software or other Service licenses, all licenses and other rights granted to you in these Terms of Use will immediately cease.

3. We reserve the right to refuse access to the Service to anyone for any reason at any time.

4. We reserve the right to force forfeiture of any username for any reason.

The Services may include links to other internet sites maintained by third parties (“Linked Sites”). Validity provides Linked Sites to You solely as a convenience, and the inclusion of Linked Sites does not imply endorsement by Validity of such Linked Sites. You access Linked Sites at your own risk and by accessing them, you may leave the Services. Linked Sites are not under the control of Validity and Validity is not responsible for the contents of any Linked Sites.

Notice Specific to Software Available on this Website:

Any software that is made available to download from the Services (“Software”) is the copyrighted work of Validity and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“Software License Agreement”). To the extent any provision of the Terms of Use conflicts with the respective Software License Agreement, the Software License Agreement controls. An end user will be unable to install any Software that is accompanied by or includes a Software License Agreement, unless he or she first agrees to the Software License Agreement terms. Third party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by Validity.

The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the Software License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE SOFTWARE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SOFTWARE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE SOFTWARE LICENSE AGREEMENT, VALIDITY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

VALIDITY MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD FOR YOUR CONVENIENCE, BUT DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN VALIDITY SOFTWARE PRODUCTS.

RESTRICTED RIGHTS LEGEND. Any Software which is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Rights

1. Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Validity may place such advertising and promotions in connection with the Service or on, about, or in conjunction with your Comments. The manner, mode and extent of such advertising and promotions are subject to change without specific notice, or compensation of any kind, to you.

2. You represent and warrant that: (i) you own the Comments posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Comments on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual Service rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Comments you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.

3. Except as otherwise described in the Service’s Privacy Policy, as between you and Validity, You acknowledge and agree that your relationship with Validity is not a confidential, fiduciary, or other type of special relationship.
4. If the User uses the Service through Validity’s mobile application, User grants Validity the right to use the processor, bandwidth, and storage hardware on User’s device in order to facilitate the operation of the Service.

Claims of Infringement

1.  If a User believes that any content appearing on the Service infringes the User’s copyright rights, Validity wants to hear from the User. Please forward the following information in writing at the address listed below:

    • a) The User’s name, address, telephone number and e-mail address;
    • b) A description of the copyrighted work(s) that the User claims has been infringed;
    • c) The exact description of each place where alleged infringing material is located;
    • d) A statement by the User that the User has a good faith belief that the disputed use has not been authorized by the User, its agent, or the law;
    • e) The User’s electronic or physical signature or the electronic or physical signature of the person authorized to act on the User’s behalf; and
    f) A statement by the User made under penalty of perjury, that the information in the User’s notice is accurate, that the User is the copyright owner or authorized to act on the copyright owner’s behalf.

Please provide any feedback or claims of infringement to the following address:
ATTN: Legal – Validity, Inc., 200 Clarendon Street, Boston, MA 02116 or via email at legal@validity.com.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, VALIDITY CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER VALIDITY NOR ITS PARENT VALIDITY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “VALIDITY PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE VALIDITY CONTENT; (C) USER CONTENT (INCLUDING COMMENTS); OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO VALIDITY OR VIA THE SERVICE. IN ADDITION, THE VALIDITY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE VALIDITY PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE VALIDITY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE VALIDITY PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE VALIDITY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

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

THE VALIDITY PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE VALIDITY PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES OR SOFTWARE; (B) THE VALIDITY CONTENT; (C) USER CONTENT (INCLUDING COMMENTS); (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE VALIDITY PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL SERVICE OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE VALIDITY PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE VALIDITY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SOME OF THE EVENTS, ACTIVITIES OR ACTIONS TAKEN BY YOU WHETHER IN CONNECTION WITH THE SERVICE OR OTHERWISE CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF SERVICE DAMAGE, BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED THEREWITH EVEN IF CAUSED IN WHOLE OR IN PART BY THE ACTION OR INACTION OR NEGLIGENCE OF VALIDITY OR BY THE ACTION, IN ACTION OR NEGLIGENCE OF OTHERS. YOU EXPRESSLY AGREE THAT VALIDITY DOES NOT ASSUME RESPONSIBILITY FOR THE SUPERVISION, PREPARATION, OR CONDUCT OF ANY ACTIVITY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE VALIDITY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF VALIDITY’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE VALIDITY PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, SERVICE, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE VALIDITY PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

VALIDITY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Validity’s request), indemnify and hold the Validity Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities in connection with the Service or those conducted on your behalf): (i) your content or Comments or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Validity in the defense of any claim. Validity reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Validity.

Disputes.

Our customer service specialists are ready to assist you and address your concerns: email legal@validity.com.
In the event that our customer service team is unable to resolve your concern, by using the Services, you unconditionally agree that all disputes between you and Validity (whether or not such dispute involves a third party) with regard to your relationship with Validity, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Validity hereby expressly waive trial by jury. You may bring claims only on your own behalf. Neither you nor Validity will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Validity is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Validity or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Validity.

Time Limitation on Claims.

You agree that any claim you may have arising out of or related to your relationship with Validity must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred. This provision expressly survives the termination of your relationship with Validity.

Governing Law & Venue.

The law applicable to the interpretation and construction of these Terms of Use and any transaction (including purchases made via the Service) using or relating to the Services, shall be the Federal Arbitration Act, applicable federal laws, and the laws of the Commonwealth of Massachusetts, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal law relating to the arbitrability of claims. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the Commonwealth of Massachusetts AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Severability.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Validity’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Validity reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Validity.

Entire Agreement.

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between You and Validity and governs your use of the Service, superseding any prior agreements between You and Validity. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Validity. Any purported assignment or delegation by you without the appropriate prior written consent of Validity will be null and void. Validity may assign these Terms of Use or any rights hereunder without your consent. Neither the course of conduct between the Parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

Territorial Restrictions.

The information provided within or in connection with the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Validity to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, Service or other feature that Validity provides.

These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.