Terms of Service.

Last revised 02/23/2023

 

Please read these Terms of Service (“Terms”) carefully. These Terms are a legal agreement between You and Verfico Software LLC (“Verfico”, “We”, “Our” or “Us”) governing Your access to and use of the Services. If You are using the Services on behalf of a business or entity, You acknowledge and agree that You have such authority to bind such business or entity and that such business or entity accepts these Terms.

By accessing or using the Services, You agree, on behalf of Yourself and the entity for which You represent, to be bound by these Terms and all additional terms incorporated by reference. If You do not agree to any portion of these Terms, do not access or use the Services.

SECTION 15 "MUTUAL ARBITRATION PROVISION" CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST VERFICO TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. Please follow the instructions in the Mutual Arbitration Provision (Section 15.9) below if You wish to opt out of this provision.

1.      Definitions

 

1.1.       “Mobile App” means the software application provided by Verfico downloaded on Your device from any App Store (defined below).

 

1.2.       “Worker” means an individual who has created an account, or for whom a profile has been created, in relation to the Services.

 

1.3.       “Services” means the Verfico Mobile App and Web App, and any functionality of the Mobile App and Web App.

 

1.4.       “Reconciliation” means the payroll reconciliation process conducted through the Services.

 

1.5.       “Web App” means the website-based workforce management and payroll reconciliation application provided by Verfico.

 

1.6.       “You” means the contracting party to these Terms who has created an account in the Mobile App or Web App, on behalf of such individual or an entity for which the individual is employed or affiliated, to use and/or access the Services.

 

2.      Use of the Services.

 

2.1.       License. Subject to these Terms, Verfico grants You a non-transferable, non-exclusive, revocable, personal, non-sublicensable, limited license to use and access the Services. The rights granted to You in these Terms are subject to the restrictions in these Terms.

 

2.2.       Modification. Verfico reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to You. You agree that Verfico will not be liable to You or to any third-party for any modification, suspension, or discontinuation of the Services or any part thereof.

 

2.3.       Restrictions. You are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate Our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to Us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law; and (xii) encouraging or assisting a third-party to do any of the foregoing.

 

2.4.       Acceptable Use. In addition to the restrictions outlined in Section 2.3 (Restrictions), You agree that You will not use the Services, without appropriate consent or a lawful basis, to (i) track the location of any other individual, (ii) access, acquire, or use the personal information, as such term is defined under applicable law, of any other individual, (iii) transmit inappropriate communication or information (e.g., include notes related to an individual that is inappropriate), as determined by Verfico in its sole discretion, (iv) take an inappropriate profile picture or identity verification picture, or (iv) conduct any other illegal activity or unlawful purpose. You agree not to provide to or include the full Social Security number of any Worker or Yourself in the Services.

 

2.5.       Review. You are solely responsible for Your use of the Services and Verfico does not control, endorse, or approve Your use of the Services, and is not responsible for Your use of the Services. Verfico is not responsible for any human error caused by You or any third party. Verfico is not obligated to prescreen Your use of the Services or any Reconciliation, and We do not regularly monitor use of the Services or Reconciliations. However, We may choose, in Our sole discretion, to review Your use of the Services or any Reconciliation.

 

3.      Services Content. The Services are provided to You as a convenience and for Your information only. Your use of the Services is at Your own risk. Verfico does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from on the Services (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) Verfico has any obligation to update the Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) Your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete. 

 

4.      Registered User Accounts.

 

4.1.       Eligibility. To create an account for the Services, You must be a resident of the United States and at least eighteen (18) years of age. The Services are only available for use in the United States. Some features may be available only if You provide Us with appropriate consent or certain information about You or another Worker (with the Worker’s consent) and We are able to verify Your or the Worker’s identity.

 

4.2.       Creation. You are required to create an account and provide certain information about Yourself. You agree that any information furnished to Verfico in connection with Your account is true, accurate, complete, up-to-date, and solely Yours. You may not impersonate, imitate, or pretend to be someone else when creating an account, but You may create an account for a Worker if You have appropriate authorization and consent of the Worker. If any of Your information of the information of a Worker for which You are responsible changes, You must promptly update it. Verfico shall have no liability associated with or arising from Your failure to maintain accurate, complete, or up-to-date information within Your account or an account for which You are responsible. Verfico reserves the right to suspend or terminate Your account or the account of any Worker and access to the Services for any reason.

 

4.3.       Security. You are entirely responsible for maintaining the security of Your account login information and are fully responsible for all activities that occur under Your account. You agree not to give or make available Your account login information to any unauthorized individual(s). If You believe Your account has been compromised, You must notify Verfico immediately at the contact information set forth at the end of these Terms. Verfico will not and cannot be liable for any loss or damage arising from Your failure to comply with these security requirements.

 

4.4.       Identity Verification. When creating Your account, Verfico will verify Your email and/or telephone number via One-Time Passwords (“OTP”). You will receive an OTP at the email address or telephone number that You provide to Us. During the account creation process, You must verify Your information by providing the OTPs sent to You. With respect to clocking-in, in compliance with Section 5.1 below, You agree to provide a picture of Your face to confirm You are the correct individual clocking-in to the Services.

 

4.5.       Closing Your Account. You may close Your account and terminate Your relationship with Verfico at any time and without cost. However, You will remain liable for all obligations related to Your Verfico account even after Your account is closed. Any incomplete time entries or Reconciliations must be completed or cancelled from Your account before closing it. In certain instances, You may not close Your account. These instances include: (i) to evade an investigation; (ii) if You have a pending Reconciliation or an open dispute or claim; (iii) if Your account is subject to a hold, limitation, or reserve; or (iv) if prohibited by law, subpoena, or court order.

 

4.6.       Notes Posted a Worker’s Profile. When using the Services, You may have the ability to post content (i.e. notes, pictures, comments) in connection with a Worker or a Reconciliation. You are solely responsible for this content. Verfico is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality, or applicability of any content posted by You, and Verfico does not endorse, guarantee, make representations or provide warranties regarding any such content. Verfico may, in its sole discretion, reject or remove any content that violates these Terms below or for any other reason We deem the content inappropriate. Verfico shall have no obligation to monitor content posted, uploaded or submitted by a You, but may do so at its sole discretion. Verfico is not responsible for any failure or delay in removing any such content.

 

5.      Reconciliations and Worker Clock-in and Clock-out.

 

5.1.       Clock-in and Clock-out. You represent and warrant that the time at which You clock in and clock out of a job site will be accurate. You represent and warrant that You will only clock in and clock out using Your account and Your mobile device, unless You have appropriate authority from Your employer to clock in or clock out on behalf of another Worker. You warrant that You shall not tamper or attempt to tamper, change, or remove clock in and/or clock out times without appropriate authority from Your employer.

 

5.2.       Reconciliations. You represent and warrant that You have entered accurate payroll information into the Web App to perform the Reconciliation. You agree that Verfico is not responsible for any inaccurate Worker time or payroll information which may result in an inaccurate Reconciliation.

 

6.      Consent to Receive Transactional Text Messages.   If You elect to receive automated transactional messages from Verfico, these messages will be sent to the telephone number provided during the time of Your account registration and opt-in. Text message frequency varies based on the frequency of Your use of the Services. Message and data rates apply. You may revoke Your consent to these text messages at any time by updating Your preferences within Your account or by replying STOP to any of our text messages. If You opt-in to these text messages, You agree to provide Verfico with a valid telephone number. You agree to promptly update Your telephone number upon any change and to opt-out of receiving text message communications to Your previous telephone phone number. Verfico will not be liable for failed, delayed, or misdirected delivery of any information sent through text message, any errors in such information, and/or any action You may or may not take in reliance on the information, based on Your provision of an inaccurate telephone number.

 

7.      System Requirements. Use of the Services requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because Your use of the Services involves hardware and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. You acknowledge that such hardware and Internet is Your responsibility and Verfico is not responsible for any charges associated with Your use of the Services.

 

8.      Mobile Application. You acknowledge and agree that availability of the mobile application is dependent on the third-party platform (the “App Store”) from which You downloaded the Services. You acknowledge that these Terms are between You and Verfico and not with an App Store. Each App Store may have its own terms and conditions to which You must agree before downloading the Verfico mobile application from it. You agree to comply with such App Store terms and conditions, and Your license to use the mobile application is conditioned upon Your compliance with such App Store terms and conditions. To the extent that such other terms and conditions from such App Store are less restrictive than or otherwise conflict with the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

 

9.      NO WARRANTIES. THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE MOBILE APP, WEB APP, TRANSACTIONS AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND VERFICO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE MOBILE APP, WEB APP, TRANSACTIONS AND SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

10.   LIMITATION OF LIABILITY.

 

10.1.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VERFICO BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, EVEN IF VERFICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM.

 

10.2.    TO THE FULLEST EXTENT PERMITTED BY LAW, VERFICO’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE SERVICES AND/OR  THE SERVICES CONTENT WILL BE THE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

11.   Indemnification. You agree to indemnify, defend, and hold Verfico, Our licensors, Our licensees, and Our and their employees, service providers, affiliates, subsidiaries, parents, and agents) (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) (collectively, “Claims”) assessed or incurred by Us, directly or indirectly, with respect to or arising out of: (i) Your violation of these Terms; (ii) Your use of the Services or Services Content; (iii) Your violation of applicable laws, regulations, or third-party rights; (iv) Your Feedback; (v) Your willful misconduct, fraud, or negligence; and (vi) any introduction by You of any virus, worm, code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable, or interfere with the operation of the software, code, program, or sub-program, itself; adware, spyware, Internet bots, malware, bugs, web bugs, or other surreptitious code in Our licensors’ or licensees’ computer environment, network, or systems. Verfico reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify an Indemnified Party, and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of Verfico. Verfico will use reasonable efforts to notify You of any such claim, action or proceeding, upon becoming aware of it.

 

12.   Intellectual Property. Excluding any Feedback that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Services and Services Content are owned by Verfico. Neither these Terms, nor Your access to or use of the Services, transfers to You or any third-party any rights, title, or interest in or to such intellectual property rights. Verfico reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

 

13.   Term and Termination. The Terms will remain in full force and effect while You access and use the Services. We may suspend or terminate Your right to use the Services at any time for any reason at Our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of Your rights under these Terms, Your right to access and use the Services will terminate immediately. Verfico will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of Your account.

 

14.   Governing Law. All matters arising out of or relating to these Terms, the Services, or Services Content will be governed and construed in accordance with the laws of the state of [TBD][1] , without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE][2]  with respect to any action arising in connection with these Terms, the Services, or Services Content.

 

15.   Mutual Arbitration Provision.

 

15.1.    Arbitration of Disputes – Please Read. You and VERFICO mutually agree to resolve any justiciable disputes, past, present or future, between the Parties, or between You and any of VERFICO employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding arbitration instead of a court or jury trial. Except as it otherwise applies, this Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), or if the Federal Arbitration Act does not apply, then the arbitration law of Your state of primary residency, and shall apply to any and all claims arising out of or relating to these Terms or Your use of the Services (including without limitation the scope, enforceability, validity, or conscionability of this Mutual Arbitration Provision) whether arising under federal, state or local statutory and/or common law. Disputes between the Parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by another Act of Congress are excluded from the coverage of this Mutual Arbitration Provision.

15.2.    Notice of Disputes. If either Party initiates arbitration, the initiating Party must notify the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the Party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by You must be delivered to:

Verfico Software LLC

ATTN:  Matt DeSarno, CEO

3925 Plyers Mill Rd.

Kensington, MD 20895

 

15.3.    Delegation Clause. Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision, including without limitation any claim that all or any part of this Mutual Arbitration Provision is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, illegal, void, or voidable. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND VERFICO ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS MUTUAL ARBITRATION PROVISION. This Mutual Arbitration Provision is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Mutual Arbitration Provision are expressly excluded from the requirement to arbitrate.

15.4.    Arbitration Procedures. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The parties shall mutually agree to on an arbitration provider. Unless You and we agree otherwise, any arbitration hearings will take place in the county (or parish) where You are receiving Services. If the value of Your claim is USD $10,000 or less, we agree that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of Your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Verfico and You. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.

15.5.    Costs of Arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Verfico will pay all AAA filing, administrative and arbitrator fees for any arbitration that Verfico commences. If You provided Verfico with 60 days’ notice of Your intent to arbitrate before commencing arbitration and the value of Your claim is USD $75,000 or less, Verfico will pay Your share of any such AAA fees. If the value of Your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of Your state requires Verfico to pay all such fees). If, however, the arbitrator finds that either the substance of Your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct You to reimburse Verfico for amounts that Verfico paid on Your behalf.

15.6.    No Class Arbitration. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VERFICO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

15.7.    Class Action Waiver – PLEASE READ. You and Verfico mutually agree that by entering into this Mutual Arbitration Provision, both Parties waive their right to have any dispute or claim brought, heard or arbitrated as a class action or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Mutual Arbitration Provision or the AAA Rules, any claim in court or arbitration that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Verfico may lawfully seek enforcement of this Mutual Arbitration Provision and the Class Action Waiver and seek dismissal of such class or collective actions or claims. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

15.8.    Private Attorney General Action Waiver – PLEASE READ. This Mutual Arbitration Provision affects Your ability to bring or participate in private attorney general representative actions under California law. Both You and Verfico agree to bring any dispute in arbitration on an individual basis only, and not on a private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general representative action, or as a member in any such private attorney general proceeding (“Private Attorney General Waiver”). Notwithstanding any other clause contained in this Mutual Arbitration Provision or the AAA Rules, any claim in court or arbitration that all or part of this Private Attorney General Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a private attorney general action and (2) there is a final judicial determination that all or part of the Private Attorney General Waiver is unenforceable, the private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Private Attorney General Waiver that is enforceable shall be enforced in arbitration. Verfico may lawfully seek enforcement of this Mutual Arbitration Provision and the Private Attorney General Waiver and seek dismissal of such private attorney general representative actions or claims. The Private Attorney General Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

15.9.    Your Right to Opt Out of this Mutual Arbitration Provision – PLEASE READ. Acceptance of this Mutual Arbitration Provision is not a mandatory condition of Your relationship with Verfico, and therefore You may submit a statement notifying Verfico that You wish to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out of the Mutual Arbitration Provision, You must notify Verfico by sending or hand delivering to Verfico Software, LLC, Attn: ATTN:  Matt DeSarno, CEO, 3925 Plyers Mill Rd. Kensington, MD 20895, a written notice signed and dated by You stating that You are opting out of the Mutual Arbitration Provision. In order to be effective, Your opt out notice must be provided within thirty (30) days of You creating Your Account with Verfico or first using the Services. You will not be subject to retaliation as a consequence of a decision to opt out, and if You opt out You may pursue available claims and remedies in a court of law (but not arbitration). Should You not opt out within 30 days of creating Your Account with Verfico or first using the Services, continuing Your relationship with Verfico constitutes mutual acceptance by You and Verfico of the Mutual Arbitration Provision. If You opt out of the Mutual Arbitration Provision, You and Verfico will continue to be mutually bound by all other terms of these Terms. The right to opt out described in this paragraph applies only to the Mutual Arbitration Provision and not any other provision of these Terms.

15.10. Severability. Except as otherwise provided in the Mutual Arbitration Provision, in the event that any portion of this Mutual Arbitration Provision is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Mutual Arbitration Provision shall be given full force and effect.

15.11. Future Changes to this Mutual Arbitration Provision. If Verfico makes any changes to the Mutual Arbitration Provision of these Terms (other than a change to the address at which Verfico will receive notices of dispute, opt-out notices or rejections of future changes to the Mutual Arbitration Provision), You may reject any such change by sending us written notice within 30 calendar days of the change to: contact@verficopro.com.  It is not necessary to send us a rejection of a future change to the Mutual Arbitration Provision of these Terms if You had properly opted out of the arbitration and group litigation waiver provisions in this Section 15 within the first 30 calendar days after You first accepted these Terms. If You have not properly opted out of the arbitration and group litigation waiver provisions in this Section 15, by rejecting a future change, You are agreeing that You will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes You did not reject.  [3] 

 

16.   General Provisions

 

16.1.    Privacy. Verfico collects, uses, and shares personal information collected through the Services in accordance with its Privacy Policy [hyperlink TBD].

 

16.2.    Electronic Communications. By using the Services, You consent to receive electronic communications from Verfico unless You follow applicable opt-out procedures. Verfico will communicate with You by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communication be in writing.

 

16.3.    Third-Party Links. The Services may include links and other content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for Your convenience and information only. Third-Party Content is not under the control of Verfico and Verfico is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Verfico. Use of any Third-Party Content is at Your own risk.

 

16.4.    Local Laws. Verfico makes no representation that the Services or Services Content is appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If You choose to access the Services from other jurisdictions, You do so at Your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.

 

16.5.    Miscellaneous. These Terms constitute the entire agreement between You and Verfico regarding the Services and Services Content. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

 

16.6.    Changes. Verfico may revise these Terms or the Services, or stop providing the Services, at any time and without notice to You. Verfico encourages You to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes Your consent to be bound by the Terms, as amended.

 

16.7.    Contact. For questions on these Terms, please contact Verfico at contact@verficopro.com.