The agreement that governs your use of Verinode.

Summary

The detail is below. The parts that matter most:

• ·Verinode is advisory, not a decision-maker. IQ and its specialist agents surface analysis, benchmarks, ranked Decisions, and draft action plans. They recommend. You decide. Every recommendation needs your acceptance, and you can edit, change, or reject any Decision or action plan before it takes effect.
• ·You own your business decisions. Verinode output is not professional, legal, financial, insurance, or operational advice. You review it, verify it, and own the consequences of acting on it.
• ·The software is provided as-is. We work to make it accurate and available, but we do not warrant it is error-free, complete, or uninterrupted.
• ·Our liability is limited, and you agree to the cap and exclusions below.
• ·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 raw business data to insurance carriers.
• ·Personal information is covered by a Data Processing Agreement. Where we handle personal information on your behalf, the Data Processing Agreement applies. It is part of this agreement.
• ·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 operators toward a common position. These commitments are codified in Section 10.
• ·Ontario law governs this agreement, and disputes are resolved in Ontario.

By creating an account, accepting an invitation, or using Verinode, you agree to all of the terms below.

1. Who You Are Agreeing With

This agreement is between you and Verinode Inc., a corporation incorporated under the Canada Business Corporations Act, corporation number 1831647-3, with its registered office at 1300B-350 Bay St., Toronto, ON, Canada M5H 2S6. “Verinode,” “we,” “us,” and “our” mean that company. Its details are also published on the company page.

“You,” “your,” and “Operator” mean the person accepting these terms and the restoration business that person is authorized to act for.

2. Acceptance, Eligibility, and Authority

You must be at least 18 years old. By accepting these terms you confirm that you are authorized to bind the restoration business you represent, that the information you provide is accurate, and that you will keep it current. If you accept on behalf of a company, “you” includes that company, and you represent that you have authority to enter this agreement on its behalf. If you are an invited team member, you accept these terms for yourself and acknowledge that your use is also governed by your Operator’s account.

Your acceptance is recorded with a timestamp in our legal-acceptance ledger. When we publish a materially changed version, we may ask you to accept again before you continue.

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. The Advisory Nature of IQ and All AI Output

This section 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.

Verinode output is not professional advice.

Nothing produced by the platform is professional, legal, financial, accounting, tax, insurance, regulatory, safety, employment, or operational advice, and using the platform does not create any advisory, fiduciary, agency, or professional-client relationship between you and Verinode. For decisions that call for a licensed professional, consult one.

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.

5. Authorization and the Human-in-the-Loop Boundary

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.
• ·Review and verify Verinode output before relying on it, as described in Section 4.

7. Acceptable Use

You may not, and may not permit anyone else to:

• ·Use the platform to violate any law or the rights of any person.
• ·Upload malicious code, attempt to breach security or access controls, probe or scan the infrastructure, or interfere with the platform’s operation.
• ·Attempt to access another Operator’s data, the raw data of any contributor, or any non-public part of the system.
• ·Reverse engineer, decompile, scrape, or attempt to extract the platform’s source code, models, prompts, benchmark methodology, or any non-public component, except to the extent this restriction is prohibited by law.
• ·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.
• ·Use benchmarks or other platform output to coordinate prices, wages, or other commercial terms with competitors, or as a facility for any agreement or concerted practice that restricts competition. The benchmarks are provided to inform your own independent decisions.
• ·Misrepresent your identity or authority, or use the platform on behalf of a business you are not authorized to represent.

We may investigate suspected violations and may suspend or terminate access as described in Section 14.

8. Accounts, Locations, and Team Members

There is no limit on how many people at your business work with IQ. The work IQ does is measured in Intelligence Units, not in people (Section 9). Each membership includes one location, and further locations are added as described in Section 9. You are responsible for the activity of every team member you invite, and for ensuring their use complies with this agreement. Inviting a team member does not transfer ownership of the account or its data. Removing a team member is your responsibility when their access should end.

9. Membership, Fees, Billing, and Intelligence Units

Verinode is a membership. It 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. Current tiers, prices, allotments, and rates are published on the platform and shown before you pay.

Dues.

Membership dues 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.

Free tier and trial.

Contributor accounts are free, receive the IU grants described on the platform, and contribute anonymized aggregate data as the consideration for access, as described in the Data Use Policy. A new account 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 account returns to Contributor unless you choose a paid tier. We may change, limit, or discontinue the free tier and trials prospectively.

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.

10. 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 incorporated into this agreement by reference.

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. It is incorporated into this agreement by reference, and on the processing of personal information it prevails over this agreement. If you need a countersigned copy, write to [email protected].

We never sell your raw business data to insurance carriers or carrier-aligned data brokers. That commitment is part of this agreement 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 operator or carrier can read those fields, and no Verinode employee can browse or export them through any tool we operate; Verinode’s automated systems decrypt them only to run the product, with every access 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 the agreement treats 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, and 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 this agreement 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 operators 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 operator is given access to another operator’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 operators into a common position toward any carrier, TPA, or vendor, and offers no feature to coordinate what operators charge, pay, or accept.
• ·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.

11. Intellectual Property and Feedback

The platform, including its software, design, models, prompts, benchmark and scoring methodology, aggregated and anonymized intelligence, and all related intellectual property, is owned by Verinode and its licensors. This agreement grants you a limited, non-exclusive, non-transferable, revocable right to use the platform for your internal business purposes during your membership, and nothing more. Anonymized, aggregated benchmarks and derived intelligence are Verinode’s, even though they are computed in part from contributed data, and your rights in your own underlying data are unaffected.

If you send us feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, royalty-free license to use them to improve the platform, with no obligation to you.

12. Third-Party Services and Integrations

Verinode ingests data you forward (for example, by email) and relies on sub-processors and third-party services listed at verinode.ai/subprocessors. We are not responsible for third-party tools, carriers, TPAs, vendors, email providers, or other services you use or connect, for their availability or accuracy, or for the terms on which they operate. Your use of any third-party service is governed by that party’s terms, not this agreement.

13. Pre-Launch and Confidentiality

Parts of the platform may be offered as early-access, beta, or preview features. Those features are provided for evaluation, may change or be withdrawn, and may be less reliable than generally available features. While the platform is being shown privately ahead of formal launch, you agree not to publish screenshots, recordings, or detailed public descriptions of non-public features without our written consent. This does not prevent you from giving us private feedback or telling colleagues in confidence that you use Verinode.

14. Suspension and Termination

You may stop using the platform and cancel your membership at any time from your account settings. We may suspend or terminate your access, with or without notice, if you breach this agreement, if your use poses a security or legal risk, if required by law, or if we discontinue the platform. On termination: your right to use the platform ends; you may export your data as described in the Data Use Policy for a reasonable window; and we will handle deletion in accordance with that policy. Provisions that by their nature should survive termination (including Sections 4, 6, 7, 10, 11, 15, 16, 17, and 18) survive.

15. Disclaimer of Warranties

To the maximum extent permitted by law, the platform and all output are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and any warranties arising from course of dealing or usage of trade. Verinode does not warrant that the platform will be uninterrupted, secure, error-free, or that any output, benchmark, or recommendation will be accurate, complete, current, or suitable for your purposes. You use the platform, and rely on its output, at your own discretion and risk, subject to your responsibilities in Section 4.

16. Limitation of Liability

To the maximum extent permitted by law:

• ·Verinode will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, arising out of or relating to this agreement or your use of (or inability to use) the platform, even if advised of the possibility of such damages.
• ·This expressly includes any loss arising from your reliance on, or your decision to act on or not act on, any analysis, benchmark, recommendation, Decision, action plan, or draft produced by the platform.
• ·Verinode’s total aggregate liability for all claims will not exceed the greater of (a) the total fees you paid to Verinode in the twelve months before the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law. Nothing in this agreement excludes liability that cannot be excluded by law.

17. Indemnification

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: your use of the platform; data you upload, forward, or connect, including any claim that it infringes or violates the rights of a third party or was contributed without required consent; your violation of this agreement or any law; 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.

18. Governing Law and Dispute Resolution

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, the parties will try in good faith to resolve any dispute by direct negotiation. If that fails, you agree to the exclusive jurisdiction of the courts located in Ontario, Canada, and you waive any objection to venue there. To the extent permitted by law, you agree to bring claims only in your individual capacity and not as a plaintiff or class member in any class or representative proceeding. To the extent permitted by Ontario’s Limitations Act, 2002 (including section 22 for business agreements), any claim arising out of or relating to this agreement must be commenced within one year after the claim arose, after which it is barred.

19. Changes to These Terms

We may update this agreement as the platform evolves. For material changes, we will give notice by email to the address on your account or by a notice on the platform, and, where appropriate, ask you to accept the updated version before continuing. Each version is pinned and recorded in our legal-acceptance ledger. Continuing to use the platform after a change takes effect means you accept the updated terms. If you do not accept a material change, your remedy is to stop using the platform and cancel your membership.

20. General

Entire agreement.

This agreement, together with the Data Use Policy, the Data Processing Agreement, and the Privacy Notice it references, is the entire agreement between you and Verinode about the platform, and supersedes prior discussions.

Severability.

If any provision is found unenforceable, the rest remains in effect, and the unenforceable provision is limited to the minimum extent necessary.

No waiver.

Our failure to enforce a provision is not a waiver of it.

Assignment.

You may not assign this agreement without our consent. We may assign it to an affiliate or in connection with a financing, merger, reorganization, or sale of all or part of our business, and we will tell you if we do.

Force majeure.

Neither party is liable for delays or failures caused by events beyond its reasonable control.

Notices.

We send notices to the email on your account; you send notices to the contact below. Keeping your account email current is your responsibility.

Relationship.

Using the platform does not create a partnership, joint venture, employment, agency, or fiduciary relationship between you and Verinode.

Language.

This agreement is in English, which governs. Les parties ont demandé que cette convention soit rédigée en anglais.

21. Contact

• Questions about these terms: [email protected]
• Data rights and privacy: [email protected]
• Security: [email protected]