Verinode Terms of Use

Summary

The detail is below. The parts that matter most:

• ·These terms apply on every Verinode surface. A short supplement adds the rules for your membership, or for a product you use: the Verinode Membership Terms for being a member, and, for example, the Hub Terms of Use for the Hubs.
• ·What Verinode publishes is information, not advice. You decide what to do with it.
• ·Use Verinode lawfully. Never use it to coordinate prices, wages or other terms with competitors.
• ·We never sell operator data to insurance carriers.
• ·Verinode is provided as is, and our liability is limited.
• ·Ontario law governs, and disputes are resolved in Ontario.

1. Who You Are Agreeing With

These terms are an agreement 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” and “your” mean:

• ·a visitor: anyone who reads a Verinode website or publication without signing in;
• ·an account holder: anyone who signs in to a Verinode surface, whether as a member, a team member, a hub member, a professional, a vendor contact, or the holder of a demo account; and
• ·the business an account holder acts for: where you use Verinode for a company, “you” includes that company.

In these terms, a surface is any website, application or service Verinode operates, and a supplement is a set of terms for one product that adds to these terms. A member is a business that holds a Verinode membership, and an operator is a restoration business that uses Verinode.

2. What These Terms Cover

These terms apply to every Verinode surface:

• ·verinode.ai and its subdomains, including the help center and documentation;
• ·Verinode Research publications, wherever we publish them;
• ·IQ, including the inbox, the iOS app and the operator API, and HQ;
• ·the Hubs, at hub.verinode.ai and inside IQ;
• ·the vendor portal, at vendors.verinode.ai; and
• ·the email Verinode sends.

Supplements. When you hold a membership, or use a product that has a supplement, that supplement applies to you as well as these terms:

• ·the Verinode Membership Terms, for a Verinode membership, with the HQ Schedule for a network that uses HQ;
• ·the Hub Terms of Use, and the Hub Terms for Professionals, for the Hubs;
• ·the Vendor Portal Terms, for the vendor portal; and
• ·the Demo Terms, for a demo account.

Which document governs. If two documents conflict, this order applies:

1. 1.a signed agreement between you and Verinode, such as a Partner Agreement, for the relationship it covers;
2. 2.the Data Processing Agreement, on the processing of personal information Verinode handles for a member;
3. 3.the supplement for a product, for that product, where it is more specific than these terms; and
4. 4.these terms.

The Privacy Notice and the Data Use Policy describe how Verinode handles data. They are part of these terms where these terms or a supplement say so.

Where Verinode is offered. Verinode is offered to restoration businesses in Canada and the United States. It is not offered in the European Union, the European Economic Area or the United Kingdom, and we do not market it to people there.

3. Accepting These Terms

Visitors. By using a Verinode website or publication, you accept these terms. If you do not accept them, do not use it.

Account holders. When you create an account or accept an invitation, you are asked to accept these terms, and any supplement for the product, by clicking. Your acceptance is recorded with the version and a timestamp in our legal-acceptance ledger.

Eligibility and authority. You must be at least 18 years old. The information you give us must be accurate, and you must keep it current. If you act for a business, you confirm that you have authority to bind it, and “you” includes that business.

4. Information, Not Advice

Everything Verinode publishes, on its websites, in Research reports, on the Hubs, in IQ and in HQ, is general information. It is not legal, financial, accounting, tax, insurance, regulatory, safety, employment or other professional advice, and using Verinode does not create an advisory, fiduciary, agency or professional-client relationship between you and Verinode.

Benchmarks and research describe the businesses and records behind them at a point in time. They may not represent your market, your customers or current conditions, and they can be wrong. Verify a figure before you rely on it, and consult a licensed professional for a decision that calls for one. The Verinode Membership Terms add the rule for IQ: IQ recommends, and you decide.

5. Acceptable Use

You may not, and may not let anyone else:

• ·use Verinode to break any law or the rights of any person;
• ·upload malicious code, try to breach security or access controls, probe or scan our infrastructure, or interfere with how Verinode runs;
• ·try to access any non-public part of Verinode, or any account or data that is not yours;
• ·scrape, crawl or extract content or data from Verinode by automated means, except as a published API or feed allows, or use Verinode content to train or fine-tune an AI model;
• ·reverse engineer, decompile or try to extract Verinode’s source code, models, prompts, benchmark methodology or any non-public component, except where the law does not allow this restriction;
• ·misrepresent who you are, or your authority to act for a business; or
• ·use Verinode, its benchmarks, the Hubs or Research to coordinate prices, wages or other commercial terms with competitors, or as a facility for any agreement or concerted practice that restricts competition. Benchmarks and research are provided to inform your own independent decisions.

Each supplement adds the rules for its product. We may investigate a suspected breach, and may act under Section 11.

6. What You Submit

Some surfaces let you submit content: a hub post, an answer, a vendor submission, feedback, a form on our website, or a document or email you send to IQ. When you submit content, you confirm that:

• ·you have the right to submit it, and to give us the permission the supplement for that product describes;
• ·it is accurate to the best of your knowledge, and is not misleading; and
• ·it does not include personal information about another person unless you are allowed to share it with us for that purpose.

What we may do with your content is set by the supplement for the product you submitted it on. Content you submit on a surface with no supplement, such as a website form, is used to answer you and to run that surface, as the Privacy Notice describes.

We may remove or decline content that breaks these terms or a supplement.

7. Intellectual Property and Feedback

What Verinode owns. Verinode and its licensors own every Verinode surface, including its software, design, models, prompts, benchmark and scoring methodology, Research publications, and aggregated and anonymized intelligence. The Verinode name and logos are our trademarks. Anonymized, aggregated benchmarks are Verinode’s even though they are computed in part from contributed data. Your rights in your own underlying data are not affected.

Your right to use Verinode. We give you a limited, non-exclusive, non-transferable, revocable right to use each surface for the purpose it is offered for, for as long as you have access to it, and nothing more. For a website or a Research publication, that means reading it, and sharing a link to it, for your personal or internal business use. For a product, the supplement sets the scope and the period.

Quoting Research. You may quote a short excerpt of a Verinode Research publication, or cite a figure from it, with credit to Verinode Research and a link to the publication. You may not republish a whole publication or a substantial part of it, sell it, or present it so that it suggests Verinode endorses you, without our written permission.

Feedback. If you send us feedback, suggestions or ideas, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use them for any purpose, with no obligation to you.

8. Third-Party Services and Links

Verinode relies on sub-processors and other third-party services, listed at verinode.ai/subprocessors, and our websites and publications link to sites we do not run. We are not responsible for third-party tools, services or sites, including carriers, TPAs, vendors and email providers, for their availability or accuracy, or for the terms on which they operate. A third party’s own terms govern your use of its service.

9. Preview Features and Confidentiality

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

10. Privacy and Your Data

The Privacy Notice says what personal information we collect on every surface, why, and what rights you have. The Data Use Policy says what we do with the data operators contribute. The supplement for a product says what you permit for that product’s data.

We never sell operator data to insurance carriers. This commitment binds us on every surface, and is part of these terms.

Requests from authorities. We disclose a member’s data to a government authority only when the law compels us to, by a warrant, production order, subpoena or other order we are legally bound to follow. We do not hand data over on an informal request. We check that each demand is valid, challenge one that is not or that asks for more than it needs, and disclose only what it requires. We tell the affected member before we disclose, unless the law or a court forbids it. Encryption does not put data beyond a lawful order: because our systems can decrypt data to run the product, we can be required to produce it.

Verinode meets Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Quebec’s private-sector privacy law as amended by Law 25, and the California Consumer Privacy Act as amended (CCPA). It applies the standard of the EU and UK General Data Protection Regulation (GDPR) to all personal information it processes, wherever the person it is about lives.

11. Suspension and Termination

You may stop using any Verinode surface at any time. Each supplement says how to close an account on that product.

We may suspend or close any account, or block access to any surface, with or without notice, if you breach these terms or a supplement, if your use poses a security or legal risk, if the law requires it, or if we stop offering that surface. Each supplement says what happens to that product’s data when access ends.

Sections 4, 5, 6, 7, 10, 12, 13, 14, 15 and 17 survive the end of your use of Verinode, along with any other provision that by its nature should.

12. Disclaimer of Warranties

To the maximum extent permitted by law, every Verinode surface and all of its 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 any surface will be uninterrupted, secure or error-free, or that any output, benchmark, publication or recommendation will be accurate, complete, current or suitable for your purposes. You use Verinode, and rely on its output, at your own discretion and risk.

13. 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 these terms, a supplement, or your use of (or inability to use) any Verinode surface, even if advised of the possibility of such damages.
• ·This includes any loss arising from your reliance on, or your decision to act or not act on, any information, benchmark, publication, analysis, recommendation or draft Verinode produces.
• ·Verinode’s total aggregate liability for all claims under these terms and every supplement, combined, 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 these terms excludes liability that cannot be excluded by law.

14. 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 Verinode; content you submit, including any claim that it infringes or violates the rights of a third party or was submitted without a required consent; and your breach of these terms, a supplement, or any law. Each supplement may add to this.

15. Governing Law and Disputes

These terms, and every supplement, are 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 these terms must be commenced within one year after the claim arose, after which it is barred.

16. Changes to These Terms

We may update these terms and any supplement as Verinode changes. Each version has a version number and an effective date, and every version is kept.

• ·Account holders. For a material change, we give notice by email to the address on your account or by a notice on the surface you use, before the change takes effect. Where appropriate, we ask you to accept the new version before you continue, and record your acceptance in the legal-acceptance ledger.
• ·Visitors. The version in force is the one posted, with its effective date.

Using Verinode after a change takes effect means you accept it. If you do not accept a material change, your remedy is to stop using the surface it applies to and close your account there.

17. General

Entire agreement.

These terms, the supplement for each product you use, any signed agreement between you and Verinode, the Data Processing Agreement where it applies, and the Privacy Notice and Data Use Policy they reference, are the entire agreement between you and Verinode about Verinode, and replace any earlier discussions.

Severability.

If any provision is found unenforceable, the rest remains in effect, and that 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 these terms without our consent. We may assign them to an affiliate, or in connection with a financing, merger, reorganization or sale of all or part of our business, and we will tell account holders 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, or post them on the surface they concern. You send notices to the addresses in Section 18. Keeping your account email current is your responsibility.

Relationship.

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

Language.

These terms are in English, which governs. Les parties ont demandé que cette convention soit rédigée en anglais.

18. 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.