Verinode Membership Terms

Summary

The detail is below. The parts that matter most:

• ·Membership is a trade. You contribute anonymized aggregate data, and in return you get the peer benchmarks and the platform it powers. That contribution is the consideration for every membership, free or paid.
• ·Every member can use every part of Verinode. A tier does not open or close a product. It sets capacity: the Intelligence Units your work with IQ can draw on each month.
• ·You own your data. You grant a limited license to run the product and build anonymized benchmarks, exactly as the Data Use Policy describes. No AI model is trained on your data, by us or by anyone. We never sell your data to insurance carriers.
• ·Personal information is covered by the Data Processing Agreement. Where we handle personal information on your behalf, the Data Processing Agreement applies. It is part of these terms.
• ·When you use IQ, IQ recommends and you decide. Its output is advisory. You can edit or reject anything before it takes effect, and you own the decisions you make.
• ·The benchmarks are fair by design. Verinode is a neutral administrator: it publishes only anonymized aggregates, releases sensitive figures only after a 90-day lag, never recommends a price or a wage, and never coordinates members toward a common position. These commitments are in Section 9.
• ·HQ sees aggregates and compliance only. A franchisor or association using HQ never sees an operator’s own data without that operator’s consent. The HQ Schedule sets this out.

By joining Verinode, accepting an invitation to a member’s account, or using Verinode as a member, you agree to these terms and to the Terms of Use.

1. About These Terms

These terms are a supplement to the Verinode Terms of Use. Words defined there have the same meaning here. The Terms of Use cover what applies on every surface, including acceptable use, intellectual property, the disclaimer of warranties, the limitation of liability, governing law and disputes, and changes to these terms. Where these terms are more specific than the Terms of Use, these terms govern your membership.

These terms are between Verinode Inc. and the business that holds the membership (the member, “you”). An operator is a restoration business that is a member. A franchisor, association or other network that uses HQ is also a member.

These terms apply to your membership wherever you use it. Some parts apply only when you use a particular product:

• ·Section 5 applies when you use IQ, including the inbox, the iOS app and the operator API;
• ·the HQ Schedule at the end of these terms applies to a network that uses HQ; and
• ·the Hub Terms of Use, and the Hub Terms for Professionals, add the rules for the Hubs.

The Data Processing Agreement is part of these terms. On the processing of personal information, it prevails over these terms and the Terms of Use. The Data Use Policy is part of these terms where these terms say so.

2. Joining Verinode

A business joins Verinode on the free Contributor membership. The person who joins for a business confirms that they are authorized to bind it, and that the information they provide is accurate.

Team members. A member can invite the people at its business to its account. There is no limit on how many. If you are an invited team member, you accept these terms and the Terms of Use for yourself, and your use is also governed by the member’s account. The member is responsible for the activity of every team member it invites, and for making sure their use complies with these terms. Inviting a team member does not transfer ownership of the account or its data. Removing a team member is the member’s responsibility when their access should end.

3. What Verinode Is, and What It Is Not

Verinode is an independent data trust for the restoration industry. It turns the operational data already sitting in your inbox and tools into peer benchmarks, process insights, and recommendations delivered by IQ, a Chief Data Officer that works for you.

Verinode is not an ERP, an accounting system, a job- or claims-management system of record, a CRM, a learning-management system, a licensed professional advisor, or a substitute for your own judgment, your accountant, your lawyer, your insurance broker, or your carrier and TPA agreements. Verinode analyzes data from the tools you already use. It does not replace them, and it is not the authoritative record of your jobs, finances or claims. You remain responsible for your own books and records.

4. What Membership Gives You

Every member, from Contributor up, can use every part of Verinode that is offered to members: the benchmarks, IQ, the Hubs, Research and, for a network, HQ. A tier does not open or close any of them. A tier sets capacity, described in Section 8. How much of the peer benchmarks you see grows with what you contribute, as the Data Use Policy describes.

Anonymized aggregate contribution is the consideration for membership. There is no setting that turns it off; ending it means ending the membership.

5. When You Use IQ

This section applies whenever you use IQ, and it is central to how Verinode works, so read it carefully.

IQ recommends. You decide.

IQ and every specialist agent on the platform (the margin analyst, vendor economist, carrier-scorecard analyst, recruiting coordinator, safety coach, compliance copilot, and any others now or later) produce analysis, signals, ranked Decisions, draft action plans, drafted communications and summaries. All of it is advisory. None of it is a decision made on your behalf, and none of it executes automatically as a consequence of being generated.

You have the final say, and you can change anything.

Before any recommendation has effect in your business, you review it and choose to accept, edit or reject it. Action plans and Decisions are editable: you can alter the steps, the figures, the timing, the recipients and the wording to fit what you actually know about your business and your customers. Nothing about a recommendation obligates you to follow it.

AI output may be wrong, incomplete, or not suited to your situation.

Verinode uses large language models and statistical methods that can produce inaccurate, outdated or inappropriate results, including results that appear confident but are mistaken. Benchmarks reflect the contributing cohort at a point in time and may not represent your market, your customers or current conditions. You are responsible for independently verifying any figure, claim, recommendation or draft before relying on it or sending it to a third party.

You own the consequences of your decisions.

Because you decide what to act on, and because you can edit or reject any recommendation, you are solely responsible for the outcomes of the decisions you make, whether or not those decisions were informed by Verinode. To the maximum extent permitted by law, Verinode is not responsible for the accuracy, correctness, completeness, timeliness, fitness, effectiveness or consequences of any analysis, benchmark, recommendation, Decision, action plan or draft the platform produces. Section 4 of the Terms of Use, information not advice, applies to all of it.

Nothing happens without your authorization.

Verinode is designed so that actions a reasonable person would expect to authorize are not taken without your authorization. The platform does not autonomously send communications to your customers, carriers, TPAs, vendors or team, move money, alter your other systems, or take outward-facing or hard-to-reverse actions on your behalf unless you have explicitly directed and confirmed that specific action. Drafts remain drafts until you send them. Where the platform offers a feature that acts outside Verinode (for example, sending an email you composed with IQ), that feature presents the action for your explicit confirmation first, and you are responsible for reviewing it before you confirm. You are responsible for the security of your account credentials and for any action taken by you, your team members, or anyone using your account.

6. Your Responsibilities

You agree to:

• ·provide accurate account and business information and keep it current;
• ·use Verinode only for your own lawful business purposes and in compliance with all applicable laws;
• ·upload, forward or connect only data you are entitled to provide, and obtain any consents required from third parties (including your customers, employees, carriers and vendors) before contributing data that identifies them;
• ·comply with your own contractual obligations to carriers, TPAs, franchisors, vendors and others, including any confidentiality or data-handling terms those agreements impose, and the license terms of the software that produced a file you send us. Verinode cannot assess and is not responsible for those obligations, and may decline to accept a kind of file whose license terms restrict how it may be processed;
• ·safeguard your login credentials and your Vault Key, restrict account access to authorized team members, and promptly notify us of any suspected unauthorized use; and
• ·review and verify Verinode output before relying on it, as Section 5 describes.

7. Acceptable Use for Members

Section 5 of the Terms of Use applies to your membership. In addition, you may not, and may not let anyone else:

• ·attempt to access another member’s data, the raw data of any contributor, or any non-public part of the system;
• ·resell, sublicense or provide the platform to third parties, or use it to build a competing product or to benchmark against it for a competing product; or
• ·use the operator API other than with the keys issued to your account, within the rate limits we set, and for your own business; or use it to assemble a dataset of benchmarks or other platform output for use outside Verinode.

Keep your API keys secret. A request made with your key is treated as made by you.

8. Tiers, Fees, Billing, and Intelligence Units

Verinode membership is offered in tiers: Contributor, which is free, and the paid tiers, currently Executive, Premier and Reserve. A paid tier is capacity: a monthly allotment of Intelligence Units (“IUs”) and a per-unit rate for work beyond it. Every tier includes one location. There is no limit on how many people at your business work with IQ: the work IQ does is measured in IUs, not in people. Current tiers, prices, allotments and rates are published on the platform and shown before you pay.

Contributor membership and trial.

Contributor membership is free, receives the IU grants described on the platform, and contributes anonymized aggregate data as the consideration for membership, as described in the Data Use Policy. A new member may start with a free trial of a paid tier, for the period shown at sign-up, with no payment method required; when the trial ends, the membership returns to Contributor unless you choose a paid tier. We may change, limit or discontinue the free tier and trials prospectively.

Dues.

Dues for a paid tier are paid in advance, either quarterly or for the year. Quarterly dues fall due on the calendar quarter (January 1, April 1, July 1 and October 1). If you join partway through a quarter, your first charge covers only the rest of that quarter, prorated, and full quarters follow. Paying for the year up front adds a bonus month of IU capacity to that year. Fees are quoted in US or Canadian dollars as shown at checkout and are exclusive of applicable taxes, which you are responsible for paying.

Locations.

Each location beyond the one your tier includes is billed at the published per-location fee, on the same cadence as your dues. A location you add takes effect immediately and is prorated for the rest of the current term.

Founder rate.

A limited number of early members may hold Premier at the Founder rate. A Founder seat is offered only by invitation, from Verinode or from a member who holds one. The Founder rate covers one location, with further locations at the standard fee, and stays locked for as long as that membership remains continuous.

Founder invitations.

A member at the Founder rate may hold a limited number of open invitations at a time, each usable by one business and open for a limited period. For every two businesses that join at the Founder rate on a member’s invitations and pay their first dues, that member receives a credit equal to one quarter of Founder dues, applied to their next invoice. The credit has no cash value, cannot be transferred, and is not paid out if the membership ends. You send an invitation yourself; we store nothing about the person you send it to.

Auto-renewal.

Paid memberships renew automatically at the end of each quarter or year you have paid for, at the then-current price, unless you cancel before the renewal date. You can cancel renewal from your account settings or by contacting us. Your access continues to the end of the period you have paid for.

No refunds.

Except where required by law, fees already paid are non-refundable, including for partial periods after cancellation. Cancellation stops future renewals; it does not refund the current term.

Intelligence Units.

Work you start, such as asking IQ or running an analysis, consumes IUs from your monthly allotment. Work Verinode runs on its own schedule, such as briefings and scans, is funded by Verinode and does not draw on your allotment. Included IUs do not carry over unless stated. When your allotment runs out, work you start continues only if you buy more capacity or have turned on automatic top-up, at the published rates; otherwise it pauses until your allotment refreshes. IUs have no cash value, are not transferable, and are redeemable only as platform capacity.

Member discounts.

A Veteran-owned business and a member of the Restoration Industry Association (RIA) may each receive a discount on membership fees, and a business that joins through a member’s referral may receive a discount on its first year. The amount of each is shown before you pay. Only one discount applies at a time, and none applies to the Founder rate or to Intelligence Units. Veteran status requires proof of service that the account owner uploads and Verinode reviews; we delete the document once it is reviewed. RIA status requires membership that RIA confirms, including current dues. We check each status before every renewal: if it no longer holds, that renewal is billed without the discount, and if it begins during a term, the discount starts at the next renewal. A discount never changes the price of a term already paid for.

Changes to pricing.

We may change fees, tier definitions and included allocations prospectively. Changes apply to your next renewal and do not affect the term you have already paid for.

9. Your Data, the License You Grant, and the Data Trust

You own the operational data you contribute. You grant Verinode a worldwide, non-exclusive license to host, process and use that data solely to: (a) operate and provide the platform to you; (b) produce anonymized, aggregated peer benchmarks and research outputs under the cohort and encryption rules in the Data Use Policy; and (c) let IQ learn what works for you, by keeping records in your account that IQ reads when it answers, and by counting, with no one identifiable, which recommendations worked across the network. No AI model is trained on your data, by us or by anyone. The scope, limits, protections, retention and your rights (export, deletion, access, agent-learning opt-out) are governed by the Data Use Policy, which is part of these terms.

Where Verinode processes personal information on your behalf (about your team, your customers, adjusters, vendors, or anyone else named in your records), the Data Processing Agreement applies. If you need a countersigned copy, write to [email protected].

The commitment in the Terms of Use never to sell operator data to insurance carriers extends to carrier-aligned data brokers, and cannot be changed without the notice and deletion rights described in the Data Use Policy. The identifying parts of your data are encrypted under a key scoped to you. No other member or carrier can read those fields, and no Verinode employee can read them in our product or admin console without your permission; Verinode’s automated systems decrypt them only to run the product, with every opening of your key logged. A person at Verinode can open your account only after you allow it with your password, for a window you set, logged by name. Keep your Vault Key safe: it is how you open your encrypted fields in a session.

What you send us, and what we do with it. Most of the operational record already exists as mail, invoices, scope sheets and job cost reports. You can put it in front of Verinode three ways, and these terms treat them differently:

• ·Forwarding and uploading is your act. When you or an authorized user on your account forward an email to a Verinode address, or upload a document, you are submitting it for processing, and that act is the basis on which we process it. It does not depend on, and does not create, any connection to your mailbox.
• ·We extract structured data from what you submit. A forwarded invoice becomes a figure on your book. The extraction serves only the purposes the Data Use Policy enumerates, under the same encryption, cohort, retention and deletion protections. What you submit is never sold to insurance carriers, and no AI model is trained on it, by us or by anyone.
• ·Connecting a mailbox is separate. Reading a mailbox you connect is optional, is consented separately on the screen where you connect it, and is governed by the Data Use Policy. Nothing in these terms grants that access.
• ·Product telemetry. We collect usage telemetry, such as which pages are viewed and which features are used, to operate and improve the platform. Attributing that telemetry to a named person is optional and off unless that person turns it on. Each user can change this, and can switch off the reading of what they forward, in Settings under Privacy.

Fair benchmarking and competition. Because the benchmarks are built from data contributed by members who may compete with one another, Verinode operates them as a neutral third-party administrator, and commits, as binding terms of this agreement, that:

• ·no member is given access to another member’s raw or identifiable data. Only aggregated, anonymized outputs are published, and no benchmark is published unless a minimum number of distinct operators stand behind it;
• ·competitively sensitive figures, such as prices, costs, margins and wages, are not published in real time; they are published only after a 90-day historical lag. Operational metrics may be shown current;
• ·Verinode does not recommend, default or script a price or a wage. Benchmarks show an operator where they stand; they never state what to charge or pay;
• ·Verinode does not aggregate members into a common position toward any carrier, TPA or vendor, and offers no feature to coordinate what members charge, pay or accept; and
• ·benchmarking across a single company’s own branches and benchmarking across independent operators are governed by rules appropriate to each, with your consent as described in the Data Use Policy.

These commitments are enforced in the platform’s architecture, and the Operator Advisory Council reviews them once it is seated. How the benchmarking is designed to remain fair and lawful is described in full at Antitrust and Fair Benchmarking. That page and this section describe Verinode’s design, governance and these contractual commitments; they are not legal advice to you.

10. Ending Your Membership

You may end your membership at any time from your account settings. Section 11 of the Terms of Use sets out when Verinode may suspend or close an account.

When a membership ends, your right to use Verinode as a member ends, you may export your data as described in the Data Use Policy for a reasonable window, and we handle deletion in accordance with that policy and the Data Processing Agreement.

Sections 5, 6, 7, 9, 11 and 12 survive the end of your membership, along with any other provision that by its nature should.

11. Indemnification

Section 14 of the Terms of Use applies. In addition, you agree to indemnify, defend and hold harmless Verinode and its directors, officers, employees and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: data you upload, forward or connect, including any claim that it was contributed without a required consent; your breach of your own obligations to carriers, TPAs, franchisors, vendors or others; and decisions you make and actions you take, whether or not informed by Verinode output.

12. Liability

Section 13 of the Terms of Use limits Verinode’s liability under these terms, and the single cap there covers these terms, the HQ Schedule and the Terms of Use combined. It includes any loss arising from your reliance on, or your decision to act or not act on, any analysis, benchmark, recommendation, Decision, action plan or draft the platform produces.

13. Contact

Questions about these terms: [email protected]. Data rights and privacy: [email protected]. Security: [email protected]. Verinode Inc., 1300B-350 Bay St., Toronto, ON, Canada M5H 2S6.