CUSTOMER TERMS OF SERVICE
Last Updated: March 1, 2023
These Customer Terms of Service (these “Customer Terms”) are a legal agreement between you and Verblio, Inc. (“Verblio”, “we”, “our”, or “us”) governing your access to and use of Verblio’s website (the “Site”) and the online and offline services which Verblio agrees to provide to you in connection with the Site, including, without limitation, the features and functionality available through any of the foregoing (the “Services”).
Certain sections of these Customer Terms apply specifically to features and functionality offered by Verblio. Those sections do not apply to you, unless you sign up for the specific Services to which they relate.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be at least the age of majority in the applicable jurisdiction (e.g., 18 years or over). In the event that you are agreeing to these Customer Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Customer Terms, in which case, all references to “you” in these Customer Terms shall be references to such third party.
BY CHECKING THE BOX LABELED “I HAVE READ AND AGREE TO THE VERBLIO TERMS OF SERVICE”, OR BY OTHERWISE ACCESSING OR USING ANY PART OF THE SITE OR ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE CUSTOMER TERMS, WHICH VERBLIO MAY UPDATE AT ANY TIME WITHOUT NOTICE.
In the case of inconsistencies between these Customer Terms and information included in any other materials related to the Site or the Services (e.g., promotional materials), these Customer Terms will always govern and take precedence.
1.1 “Accepted Submission" means an original Submission that is selected for purchasing and results in the permanent consumption of one or more Credits. When you “Accept” a Submission, it means that you are the one who has selected the applicable Submission for your purchase.
1.2 “Agency” means a user that uses the Services to provide Content Posts for its clients and when registering its Account has identified itself as an Agency.
1.3 “Credit” means a unit of measure usable on the Site or Services for purchasing products or services Verblio makes purchasable via credits, including, though not limited to, Submission Requests and Accepted Submissions.
1.4 “Provider” means a third party that prepares a Submission in response to a Submission Request.
1.5 “Submission” means a writing, video, or other creative work or content prepared by a Provider for you or, if you are an Agency, prepared for your customer on your behalf.
1.6 "Submission Request" means a request by you for a Submission. Each Submission Request will result in the reservation of a Credit.
1.7 "Submission Request Deactivation" means an action by you to discontinue further Submissions by Providers on a Submission Request, which results in (1) the return to your account of the previously reserved Credit associated with this Submission Request, and (2) the declining of any Submissions not yet an Accepted Submission.
1.8 "Subscription Plan” means the level of Services selected from the Site at the beginning of the applicable Subscription Term and for the duration of such Subscription Term, unless modified with a Subscription Plan change allowable on the Site. Subscription Plans are billed monthly and renew automatically at the end of the Subscription Term, unless canceled prior to the renewal date.
1.9 "Subscription Term” means the applicable term length for a Subscription Plan (e.g., monthly, quarterly, or annual).
1.10 “Third Party Content” means any content that you request to be provided in connection with an Accepted Submission, that is owned by a third party (who is not the Provider) or not otherwise owned by the Provider of such Submission.
2.1 Description. Verblio Services include the provision of a platform through which you can request that Providers prepare and submit original Submissions that relate to you, your business, or the topics that you’ve requested.
2.2 Purchasing Submissions. You may select certain Submissions to be purchased.
2.3 Submissions purchased on your behalf. Verblio may select certain Submissions of Verblio’s choosing to be purchased on your behalf if: (a) you have authorized Verblio to do so in connection with a particular service offering, such as a scheduled plan or a managed service offering, (b) if you are unresponsive to Submissions, following notice, or (c) if you have used a Submission, in whole or in part, without affirmatively selecting the Submission for purchasing. All Submissions selected for purchasing, by you or by Verblio on your behalf, are referred to as “Content Posts”, regardless of length or format.
2.4 Changes to the Service. Verblio periodically enhances or modifies the capabilities provided by the Services. Under the conditions of these Customer Terms, Verblio reserves the right to make changes to the Services, as long as those changes do not substantively decrease the value of the Services provided to you.
2.5 Feature Specific Terms. Depending on the particular Services you have selected to receive, the Services may include additional features and services such as:
(a) +Photo: in which case you will receive one or more photos for each written Content Post, based on plan specifics as listed on the Site. Verblio does not guarantee the availability of specific photos or types of photos. Verblio is not responsible for providing substitute photos if our offerings are not suitable for your needs. Photos provided will constitute Third Party Content.
(b) +Optimize: in which case Content Posts will be published by Verblio. You are responsible for entering and maintaining up-to-date publishing credentials for the Site on which Content Posts are to be published. If no credentials are present, Verblio will not be responsible for optimizing or publishing any Content Post. Verblio agrees only to make changes to your site as necessary to provide the Services. Verblio will use best efforts to maintain the security and confidentiality of login credentials for your site, but is not liable for unauthorized access to the site. By selecting +Optimize, you also agree to abide by all terms applicable to +Photo.
(c) +Video: in which case you will receive one or more videos for each written Content Post, based on plan specifics as listed on the Site. You will provide the necessary materials to create each video, as defined by the Site. Verblio will deliver the applicable videos and up to one (1) reasonable round of edits within seven (7) days of such delivery to you.
(d) Verblio Complete: in which case Verblio will manage your content needs as specified on the Site. Verblio will select Content Posts for purchasing, in coordination with you. However, if you are unresponsive to Verblio communications within a reasonable amount of time, Content Posts will be selected, at Verblio’s discretion, for your purchasing and will be delivered to you, without your input. By selecting Verblio Complete, you also agree to abide by all terms applicable to +Photo and +Optimize and +Video.
(e) Verblio Valet: in which case Verblio provides a dedicated point of contact who will manage your content needs as specified on the Site. Verblio Valet requires its own Subscription Plan, at a certain Subscription price and with a Subscription Term, in each case as specified by the Site at time of the purchase of the Subscription Plan. Verblio Valet Subscription Plans are billed monthly and renew automatically at the end of the Subscription Term, unless canceled prior to the renewal date. In the event your Verblio Valet Subscription Plan lapses or is canceled, Verblio may continue to provide Verblio Valet Services on Submission Requests you initiated before the lapse or cancellation of Verblio Valet, at Verblio’s sole discretion.
Verblio will select Content Posts for purchasing, in coordination with you. However, if you are unresponsive to Verblio communications within a reasonable amount of time, Content Posts will be selected, at Verblio’s discretion, for your purchasing and will be delivered to you, without your input. By selecting Verblio Valet, you also agree to abide by all terms applicable to +Photo and +Optimize and +Video.
(f) Content Refresh: in which case Verblio and/or Providers will perform updates, edits, deletions, or additions to previously published Content Posts, at Verblio’s discretion, based on Verblio’s interpretation of current industry best practices.
(g) “X” Topics: in which case Verblio and/or Providers will generate a fixed number (“X”) of topic ideas for a fixed price, as specified on the Site at the time of purchase.
(h) Editing: in which case Verblio and/or Providers will perform edits to Submissions, at an additional cost per Submission Request, as specified on the Site at the time of the Submission Request. Verblio may offer Editing in multiple tiers, each with its own requirements and cost per Submission Request.
2.6 Credits. Your ability to make certain purchases and take certain actions, including, without limitation, placing Submission Requests and Accepting Submissions, is based on the number of Credits in your account.
With the Credits in your account, you may either: (a) create a Submission Request, thereby reserving the number of Credits specified by the Site for that Submission Request type, or (b) Accept a Submission, thereby fully consuming a previously reserved number of Credits associated with that Submission Request and resulting in an Accepted Submission.
The number of Credits you accumulate in your Account depends on the Services you have selected in the applicable Subscription Plan. Except as prohibited by law, unused Credits expire upon termination or expiration of the applicable Subscription Plan. Further, and except as prohibited by law, your Credits will automatically expire six (6) months after the applicable issue date or as otherwise specified by your Subscription Plan, whichever occurs earlier. Credits purchased outside of a Subscription Plan will automatically expire three (3) months after the applicable issue date or as otherwise specified by the applicable terms and conditions of purchase, whichever occurs earlier. Except as required by law or as set forth in these Customer Terms, Credits are not refundable or redeemable for cash.
2.7 Content Posts; Ownership. You may have the ability to select Content Posts from multiple Submissions. Subject to your compliance with these Customer Terms, upon selecting a Content Post for purchase through the Site, Provider will grant to you all of Provider’s right, title, and interest in and to such Content Post (which, for the avoidance of doubt, excludes in all cases any Third Party Content embodied or incorporated therein; e.g., exclusive of Third Party Content requested by you). It is your responsibility to review, and request edits on, all Submissions before purchase. When you select a Content Post from a Provider, or when a Content Post is selected on your behalf, you are contracting directly with the applicable Provider for the Content Post. Except as expressly set forth in these Customer Terms, Verblio makes no representation or warranties with respect to any Content Post. Verblio does not endorse any Provider or Submissions and Verblio hereby expressly disclaims any and all liability in connection with any and all Submissions. You understand and agree that you have no right, title, or interest in any Submission until it is selected as your Content Post for your purchase. You may not publish, disclose, distribute, access, or otherwise attempt to use a Submission prior to it being selected for your purchase, except that you may access and review a Submission for purposes of determining whether to purchase the Submission or to request changes to the Submission. Your publication, disclosure, or distribution of a Submission, in whole or in part, prior to selecting it as your Content Post will constitute your purchase of the Submission as your Content Post and may subject your Account to immediate termination, in Verblio’s discretion.
2.8 Third Party Content. To the extent that Verblio or the applicable Provider provides Third Party Content in connection with a Content Post, you agree to be bound by the terms and conditions applicable to the Third Party Content and agree to indemnify Verblio from and against any claim, action, or demand arising in connection with your violation of the same. Verblio will not include any Third Party Content in any Content Post without your request.
2.9 Non-Circumvention; Non-Solicitation. For the period during which you maintain an Account with Verblio and have a right to use the Services, and for a period of two (2) years thereafter (“Restricted Period”), you will not directly or indirectly solicit, induce, or attempt to induce any Provider to terminate or alter his or her relationship with Verblio. You further agree that during the Restricted Period you will not, directly or indirectly hire or attempt to hire, as an employee, contractor, or otherwise, any individual who is, or during the preceding 12 months was, a Provider. Because the harm to Verblio would be exceedingly difficult to determine in the event of a breach by you of the foregoing restriction, the parties agree that, in the event of such a breach, you shall pay to Verblio, as liquidated damages and not as a penalty. The penalty for each violation of this Section is the greater of: (a) $5,000 or (b) the annualized price of Verblio’s highest Subscription level for the Services. The covenants in this Section 2.9 apply only to the extent permitted by applicable law, and are void and of no effective if not permitted under applicable law.
2.10 Availability. Verblio uses reasonable efforts to ensure that the online features of the Services are available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, or emergency repairs or due to failure of telecommunications links or equipment that are beyond the control of Verblio. Verblio will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Verblio. You agree that Verblio shall not be liable to you for any unavailability, modification, suspension, or discontinuance of the Service. You are responsible for obtaining access to the Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.
2.11 Registration. You may access certain online features of the Services by registering an account on the Site (your “Account”) and signing up for the Services. Certain Services are offered on a subscription basis (each a “Subscription”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to Verblio about yourself upon registration of your Account, and at all other times (“Customer Data”), will be true, accurate, current, and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Verblio reserves the right to request validation in various forms to verify your identity and to deny registration if your identity cannot be verified. Verblio reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Verblio immediately at email@example.com.
2.12 Site License. Subject to these Customer Terms and your compliance therewith, Verblio grants you a personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Site and Services. This license is personal to you, and you may not transfer or sublicense the use of or access to the Site or Services. Save in respect of Content Posts and Third Party Content, Verblio expressly owns and retains all right, title, and interest in and to all aspects of the Site and Services, including, but not limited to, any software or technology enabling the Site or Services and all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights or intellectual property rights included or embodied in the Site or Services. You may not modify the Site or Services or any aspect thereof, create derivative works of the Site or Services or any aspect thereof, or reverse engineer, reverse compile, reverse assemble, or do any other operation with the Site or Services or any aspect thereof that would reveal any source code, trade secrets, know-how, or other proprietary information of Verblio or the Site or Services or any aspect thereof. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess, or control the source code or any other aspect of the Site or Services. You may not remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in the Site or Services or displayed by, on, or in the Site or Services. You may use the Site or Services only while these Customer Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site or Services after any termination or expiration of these Customer Terms, or your agreement thereto, for any reason.
- USER CONTENT AND SUBMISSIONS.
3.1 Copyright in Your Content. In connection with your access to, or use of, the Site or Services, you may have the opportunity to submit through the Services or upload to the Site certain information, data, text, photographs, graphics, messages, or other materials (collectively “Content”). For example, you may be provided the opportunity to submit specific images or text to be included in Content Posts. Verblio does not claim ownership rights in any such Content that you make available. By submitting your Content and accepting the consideration set forth in these Customer Terms, you hereby unconditionally grant to Verblio and each applicable Provider a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the Content, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content in any medium or format in order to provide the Services. As between you and Verblio, you remain the owner of all Content that you make available in connection with the Services. You represent and warrant to Verblio that you are the owner of the copyright to the Content or the preparer of such Content if no copyright exists in or attaches to such Content, or that you have written permission from the copyright owner of such Content, or from the preparer of such Content if no copyright exists in or attaches to such Content, to use such Content for all uses and purposes contemplated hereunder, including, without limitation, to provide the Services. In addition, you warrant that all moral rights in any Content have been waived. You agree to indemnify and hold Verblio, its directors, officers, employees, and shareholders, and each Provider harmless for any violation of this Section and from any claim, action, or demand arising in connection with Verblio’s or a Provider’s use of the Content as permitted in this Section.
3.2 Review of Content and Materials. Verblio reserves the right to remove, delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including, but not limited to, copyright or trademark law, or otherwise unacceptable.
- PRICING AND PAYMENT. The fees for the Services are posted on the Site. Fees are subject to change without notice. You agree to pay Verblio in advance the applicable fees for the Services provided by Verblio under these Customer Terms. Verblio will bill you for all fees using the payment method you’ve selected on your Account. You will provide Verblio with accurate and complete billing information including legal name, address, telephone number, and credit card, debit card, ACH, and/or PayPal billing information, as applicable. If any such information is false or fraudulent, Verblio reserves the right to terminate your use of the Services and your access to or use of the Site, in addition to seeking any other legal or equitable remedies. Verblio is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Verblio. Each charge will be considered valid, unless disputed by you in writing within 30 days after the billing date. No adjustments will be made for disputed charges made more than 30 days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Site. Verblio’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, and duties, excluding only United States (federal or state) taxes based solely on Verblio’s income. You understand and agree that the Services provided as a Subscription may renew on a periodic basis (i.e., monthly, quarterly, annually, etc.), and Verblio may charge you for each such renewal without notice unless you terminate your Subscription prior to the renewal date, as provided in these Customer Terms.
- REFUNDS. Verblio will provide a refund of certain fees prepaid for the Services if all of the following are true:
(a) You cancel your Account within 24 hours of registration of such Account; and
(b) You have not selected any Content Posts in any manner.
Verblio will also provide a refund of certain fees prepaid for the Services if all of the following are true:
(a) You have not selected any Content Posts in any manner;
(b) You cancel your Account within 30 days of registration of such Account;
(c) You request a refund within 30 days of registering your Account;
(d) Verblio has been unable to provide you with assistance that would result in an Accepted Submission;
(e) You have not previously canceled an Account;
(f) You have not used the Services under any other Account during the 30 days immediately preceding your request for a refund; and
(g) You have not incurred additional charges from Verblio beyond initial payment of fees.
Refunds will not be given on any add-ons, such as +Photo, +Optimize, and +Video, or services, such as Editing or Verblio Valet. No refunds will be given for Content Posts that have been purchased, even if they have not been published. Verblio is not responsible for a lack of Submissions or for Submissions not meeting your needs.
- THIRD PARTY SOFTWARE AND LINKING. Although Verblio may make software, hyperlinks, or other products of third-party companies available to you, your use of any such software, hyperlinks, or products is subject to the respective terms and conditions imposed by the third party owning, manufacturing, or distributing such software, hyperlinks, or products, and the agreement for your use or access will be between you and such third party (and not with Verblio). Verblio makes no representations or warranties with regard to any of the software, hyperlinks, products, or websites of any other entity. Verblio has no control over the content or availability of any third-party software, hyperlink, product, or website. In particular, (a) Verblio makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms, or Trojan horses, and (b) it is your responsibility to become familiar with any website's privacy and other policies and terms of service, and to contact that website's webmaster or site administrator with any concerns:
- SUSPENSION AND TERMINATION. Verblio reserves the right to suspend or terminate your access to and use of the Site and Services, at any time, without notice, for any reason, including, but not limited to (a) your breach of these Customer Terms, or any other policies or guidelines set forth by Verblio, or (b) your conduct that Verblio believes is harmful to other users of the Site or Services, or the business of Verblio or other third party providers. Further, you agree that Verblio shall not be liable to you or any third party for any suspension or termination of your access to or use of the Site or Services. Verblio reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Verblio shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. You may terminate your Subscription at any time, as provided on the Site, in which case such termination shall be effective at the end of the then-current Subscription Term. You maintain responsibility for canceling any Subscription or Account through the Verblio Site, prior to the Subscription renewal date. Upon expiration or termination of your Subscription or Account, all of your rights to use or access the Site and Services shall immediately cease. Verblio has no obligation to refund any amounts paid by you upon any expiration or termination of your Account or any Subscription.
- DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AVAILABLE THROUGH THE SITE, INCLUDING THE CONTENT POSTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. VERBLIO EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE CUSTOMER TERMS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VERBLIO MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE SITE, SERVICES, OR VERBLIO’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE OR SERVICES WILL BE AVAILABLE, OR THAT DATA IS SECURE FROM UNAUTHORIZED ACCESS. NO ADVICE OR INFORMATION GIVEN BY VERBLIO OR ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY
- RULES OF CONDUCT. You agree that, at all times, you will comply with the Customer Code of Conduct available at the bottom of these Customer Terms (keep scrolling to find below) which is incorporated into and made a part of these Customer Terms. You understand that Verblio cannot and does not assure that other users are or will be complying with the Customer Code of Conduct or any other provisions of these Customer Terms, and, as between you and Verblio, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
- PROPRIETARY AND PRIVACY PROTECTION FOR OTHER USERS’ CONTENT ON THE SITE. Verblio hereby notifies you that all the information, content, image files, software, and materials on the Site or otherwise available through the Services may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. Verblio is unable to provide you with permission to copy, display, or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Site or through the Services. Verblio has the absolute right to terminate your Account or exclude you from the Site or Services if you use the Site or Services to violate the intellectual property rights or other rights of any third party. You agree to indemnify and hold Verblio harmless for any violation of this Section.
- INDEMNITY; LIMITATION OF LIABILITY.
12.1 You agree to indemnify, and hold Verblio, its officers, directors, employees, agents, and Providers harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with (a) your access to or use of the Site or Services; (b) your violation of these Customer Terms; (c) your violation of any third party right, including, without limitation, any intellectual property right or any publicity, confidentiality, property, or privacy right; or (d) any claim that your use of or access to the Site or Services caused damage to a third party.
12.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SITE OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL VERBLIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA, OR OTHER INTANGIBLES, EVEN IF VERBLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE THAT RESULT FROM THE USE OR INABILITY TO USE THE SITE OR SERVICES, FROM ANY CHANGES TO THE SITE OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE, AND CONFIDENTIAL INFORMATION ABOUT YOURSELF OR YOUR ORGANIZATION IN YOUR USE OF THE SITE OR SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
12.3 IF YOU ARE DISSATISFIED WITH THE SITE OR SERVICES OR WITH THESE CUSTOMER TERMS, OR FEEL VERBLIO HAS BREACHED THESE CUSTOMER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES. THE TOTAL LIABILITY OF VERBLIO TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE CUSTOMER TERMS OR OTHERWISE RELATING TO USE OF THE SITE OR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SITE OR SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IT IS THE INTENTION OF YOU AND VERBLIO THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
12.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13.1 Modification. Verblio may modify these Customer Terms at any time. Modifications become effective immediately upon the first to occur of: (a) your first access to or use of the Site or Services after the “Last Updated” date at the top of these Customer Terms, or (b) the first renewal of your Subscription following delivery of notice of the change to your email address on file with Verblio. Your continued access to or use of the Site or Services, or the renewal of your Subscription, after the modifications have become effective, will be deemed your conclusive acceptance of the modified version of these Customer Terms. If you do not agree with the modifications, do not access or use the Site or Services.
13.2 Applicable Law and Dispute Resolution. These Customer Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Verblio has not adhered to these Customer Terms, please contact Verblio by e-mail at firstname.lastname@example.org. Verblio will do its best to address your concerns. If you feel that your complaint has been addressed incompletely, Verblio invites you to let it know for further investigation. If you and Verblio are unable to reach a resolution to the dispute, you and Verblio will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one (1) party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND VERBLIO AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN VERBLIO AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND VERBLIO ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Verblio otherwise agree in writing, an arbitrator may not consolidate more than one (1) person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or Services or these Customer Terms must be brought, if at all, within one (1) year from the accrual of the claim or cause of action or be forever barred.
13.3 No Resale of Services. Except as expressly permitted in these Customer Terms for Agencies, you agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Site or use of or access to the Services.
13.4 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Verblio or you and any Provider, as a result of these Customer Terms or your use of the Site or Services.\
13.5 Enforcement. If any legal action is brought to enforce these Customer Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party; provided, however, that such recovery is to be proportional to the amount of claims on which the party actually prevailed in relation to the total amount of claims alleged, pursued, or brought by that party.
13.6 Force Majeure. Verblio will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond Verblio’s reasonable control.
13.7 Waiver. The failure of Verblio to enforce any right or provision in these Customer Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Verblio in writing.
13.8 Construction. The headings of Sections of these Customer Terms are for convenience and are not to be used in interpretation.
13.9 Contact. Verblio is located in Denver, Colorado. Any questions, comments, or suggestions, including, without limitation, any report of violation of these Customer Terms, should be provided to Verblio’s administrator as follows:
By E-mail: email@example.com
By Postal Mail: 1700 S Lincoln St., 17th Floor, Denver, CO 80203
13.10 Entire Agreement. These Customer Terms constitute the entire agreement between you and Verblio regarding, and govern, your use of the Site and Services, and these Customer Terms supersede any prior agreements between you and Verblio regarding such subject matter. The failure of Verblio to exercise or enforce any right or provision of these Customer Terms shall not constitute a waiver of such right or provision. If any provision of these Customer Terms is found by a court of competent jurisdiction to be invalid, you and Verblio nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Customer Terms shall remain in full force and effect.
CUSTOMER CODE OF CONDUCT
This Customer Code of Conduct is a part of the Customer Terms of Service governing your access to, and use of, the Site and Services provided by Verblio. Capitalized terms used but not defined in this Code of Conduct have the respective meanings ascribed to them in the Customer Terms of Service.
The Services are designed to assist you in maintaining your desired online presence and require your active participation and management. You agree not to misuse the Services or to help or encourage any other party to misuse the Services. For example, and without limitation, you may not:
- attempt to engage with any Provider outside the scope of the Site and Services;
- interfere, disrupt, or attempt to gain unauthorized access to other Accounts on the Site or any other computer network;
- breach or otherwise circumvent any security or authentication measures;
- attempt to acquire content that breaches these Customer Terms or encourages a Provider to violate the Provider Terms of Service;
- publish content acquired from the Site or Services (including, without limitation, any Content or Content Posts) without officially selecting that content for publishing;
- sell the Services (or any aspect thereof) unless specifically authorized to do so by Verblio as an Agency;
- distribute, upload, or otherwise make available any Content or other materials that: (a) are defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) are bigoted, hateful, or racially or otherwise offensive; (c) are illegal or encourage or advocate illegal activity; (d) infringe or violate the rights of any party or third party; (e) are violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (f) harm or can reasonably be expected to harm any person or entity;
- use any capability of the Site or Services to send communications of any type (e.g. Edit Request, Submission Feedback, Support Chats, emails, etc.) to Verblio, its Providers, or its partners or customers that: (a) are defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) are bigoted, hateful, or racially or otherwise offensive; (c) are illegal or encourage or advocate illegal activity; (d) infringe or violate the rights of any party (e) are violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (f) harm or can reasonably be expected to harm any person or entity;
- request content that: (a) calls to action, advocates, or promotes that others not get the COVID-19 vaccine; (b) questions the existence of or downplays the severity of COVID-19; (c) promotes theories about the origin of COVID-19; or (d) contains claims related to the transmission, prevention, or treatment of COVID-19 that are inconsistent with reputable (government) health sources;
- adapt, modify, or reverse engineer any portion of the Site or Services;
- use any spider, robot, retrieval application, or any other device to retrieve any portion of the Site;
- disseminate, store, or transmit viruses, worms, Trojan horses, or other malicious code or program;
- encourage conduct in connection with the Site or Services that would constitute a criminal or civil offense;
- violate any applicable federal, state, local, or international law, rule, or regulation;
- exploit any person;
- submit false or misleading information to Verblio or other users or Providers;
- attempt to do any of the foregoing or encourage or enable any third party to do any of the foregoing.