This agreement (“Agreement”) is made by and between Verifacto, Inc. (“Verifacto”) having an address of 3851 Holcomb Bridge Rd, Suite 400, Norcross, GA 30092, and you (“you” OR “client”). As of the date you register for or enroll in the SaaS, the parties agree as follows:
Definitions. “Software-as-a-Services (SaaS)”
Verifacto’s SaaS used by our clients to manage and track their customer’s automobile insurance while our clients
have an insurable interest in their customer’s automobile. The SaaS also used by our clients to communicate
electronically or by any other means and/or methods with their customers, employees and vendors, each of whom
must have consented previously to the receipt of such content (“Recipients”). While Client uses certain Verifacto
SaaS features to manage and control the communication and transmittal of insurance related notifications and alerts
to its Recipients, Client acknowledges that Verifacto does not actually send content to Recipients on Client's
behalf. The SaaS comprise primarily of a web-based technology platform through which such content is delivered
once Client initiate the process of sending such content. Among other things, Verifacto provides customer support
and assistance with the electronic content Client desires to transmit. In all cases, Verifacto simply acts as the
Software Company. Client agrees that the SaaS is used only for Client's business purposes.
Provision of a SaaS Account.
Verifacto will provide you with the SaaS account you elected at registration subject to the terms and conditions of this Agreement. A detailed description of the Software Service for which you are registered can be found in your account information which may be accessed by logging into the Site. Pricing for the Services is based upon the Sales Order, as defined in the Verifacto Client New Setup Account Form.
Verifacto will provide support services related to insurance tracking, which includes processing notices via email, electronic transmission, USPS mail, and faxes (collectively with the SaaS, the “Services”). As part of the Services, Verifacto will transfer all notices addressed to a designated P.O. Box. Upon termination of the agreement the client will be responsible to transfer the notices address back to the client’s designated address.
In consideration for the SaaS account to be provided by Verifacto (other than through Verifacto Free Trial), Client agrees to pay the monthly subscription fees set forth in the Client New Setup Account Form (the "Subscription Fees"). Paid Subscription Fees are non-refundable. Client acknowledges that from time to time, delivery of email and / or SMS messages sent using Verifacto’s SaaS may be blocked or prevented at destination servers. Customer's payment obligation set forth herein continues regardless of whether delivery of such email messages is prevented or blocked. In consideration for the SaaS to be provided by Verifacto, if any, Client agrees to pay the fees set forth in the Client New Setup Account Form or as otherwise provided to Client by Verifacto. All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Unless collected and remitted by Verifacto, Client is responsible for payment of all taxes due to a governmental authority, if any, except for taxes imposed on Verifacto's net income. Client shall provide to Verifacto any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability. Payments for Fees and reimbursements for expenses, if any, will be billed monthly and will be due immediately upon receipt of invoice; or may be pre-paid in advance. If Client is paying for the Services with a credit card, Client hereby authorizes Verifacto to charge such credit card for Fees on a regular basis until such time as Client's account is terminated. If Client is paying for the Services by credit card and such credit card is declined, Verifacto will send Client notice thereof to Client's email address on record. If Client misses a payment, Verifacto may notify Client by phone or mail or Fax. Any payment due and not received by Verifacto by the due date may be subject, at Verifacto's sole discretion, to a late fee equal to 1.5% (or the maximum rate permitted by law) of the amount then due, for each month overdue until paid in full. In the event Client fails to make timely payments when due, Verifacto, may, at its option, terminate or suspend Services after serving a seven days’ notice via email or fax in accordance with the terms of Section 16, without incurring any liability to Client. Despite any such discontinuation or suspension, Client acknowledges and agrees that it will be required to pay the Fees until this Agreement is terminated in accordance with the termination provisions set forth herein. For amounts outstanding after ninety (90) days from its receipt of the invoice thereof, Client shall be responsible for and agrees to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys' fees and expenses. From time to time, and at any time, Verifacto may require reasonable credit guarantees before continuing its provision of the SaaS or the Professional Services hereunder.
If Client receive an End User License access as a result of a Free Trial Promotion, Client will not be charged
for the free trial period (the "Trial Period"). Verifacto will begin billing Client’s payment
method for monthly subscription fees at the end of the free trial period, unless Client cancel prior to the end
of the free trial period. Client will not receive a notice from us that Client’s free trial period has ended or
that the paying portion of Client’s subscription has begun. If Client cancel prior to the end of Client’s free
trial period, there will be no charges to Client’s payment method.
Verifacto hereby grants to Client a personal, nonexclusive, nontransferable license during the term of this Agreement to use the SaaS, all software and related documentation provided by Verifacto (“Licensed Material”), which may be furnished to Client under this Agreement. Client agrees to use commercially reasonable efforts to ensure that its employees and users of all Licensed Material hereunder comply with the terms and conditions set out in this Agreement. Client also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Licensed Material. All Licensed Material furnished to Client under this Agreement shall be used by Client only for Client’s internal business purposes, shall not be reproduced or copied in whole or in part, and shall not be removed from the United States.
Definition. For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Client data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information;
Nondisclosure. During this the term of this Agreement and for a period of 2 years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/ non-use obligations. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.
Client is solely responsible for the content of communications transmitted by Client using the Services, and shall defend, indemnify and hold harmless Verifacto from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications. Client is not permitted to resell the Services. Client shall use the Services only for lawful purposes. To the extent deemed necessary by Client, Client shall implement security procedures necessary to limit access to the Services to Client’s authorized users and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs. Client is responsible for establishing designated points of contact to interface with Verifacto.
You will use any SaaS product only for your benefit and for its intended purpose. You will not permit any third party to: (a) except as expressly set forth in this Agreement, use, copy, modify, create derivative works of, distribute, sell, sublicense, or transfer the Service; (b) remove or alter any Verifacto notices or markings, or add any other notices or markings within the Service; (c) decrypt or attempt to decrypt the Service; (d) derive or attempt to derive the source code of or decompile the SaaS; or (e) disassemble or reverse engineer the SaaS. If statutory rights make any part of this section void, you will provide Verifacto with detailed information regarding any such activity.
This Agreement confers no ownership rights to you and is not a sale of rights in the SaaS. Ownership of all right,
title, and interest in or to the SaaS and all Feedback and all intellectual property rights embodied therein are
and will remain Verifacto’s exclusive property. You will take all reasonable actions to perfect such ownership,
including without limitation executing instruments of assignment. Verifacto reserves all rights in the SaaS and
the intellectual property rights embodied therein not expressly granted hereby. The SaaS contains Verifacto
proprietary and confidential information. You will hold such information in confidence and not use or disclose
it in any way except as expressly permitted hereunder, using no less than reasonable care. If you provide
feedback and/or generate data in using the SaaS ("Feedback"), except to the extent set forth in our Privacy
Policy you hereby assign all right, title, and interest therein to Verifacto. If such assignment is ineffective,
you agree to grant to Verifacto a non-exclusive, perpetual, irrevocable, royalty free, worldwide license to use,
reproduce, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
In connection with the SaaS, Verifacto will provide the support specified on the Site from time to time.
Representations and Warranties
Acceptable Use. Client is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Client or by any person or entity Client permits to access the Services. Client represents and warrants that it will not: (a) use the Services in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; (b) violate or tamper with the security of any Verifacto computer equipment or program; (c) derive or attempt to derive the source code of or decompile the SaaS; (d) disassemble or reverse engineer the SaaS;. If Verifacto has reasonable grounds to believe that Client is utilizing the Services for any such illegal or disruptive purpose Verifacto may suspend the Services immediately with or without notice to Client. Verifacto may terminate the Agreement if Client in fact fails to adhere to the foregoing acceptable use standards.
Disclaimer of Warranties. ALL SAAS AND SERVICES ARE PROVIDED TO YOU "AS IS," WITHOUT WARRANTY, AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, NON-INTERFERENCE, ACCURACY, AND NON-INFRINGEMENT ARE DISCLAIMED. VERIFACTO DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR ACHIEVE SPECIFIC RESULTS. VERIFACTO DOES NOT PROMISE TO ELIMINATE ANY POTENTIAL LOSSES FROM INSURED, UNINSURED AND/OR UNDERINSURED CUSTOMERS.
You authorize Verifacto and its service providers to obtain and monitor information from insurers and/or other
monitoring services regarding your customer’s required insurance coverages and send this information to you for
your own use. You agree that this authorization shall constitute written instructions to obtain insured information
information request or status, Verifacto will make a reasonable effort to contact you. You certify that each
person that you register as a user to the Service has read and accepted the terms and conditions of this Agreement.
As part of this insurance monitoring service, when Verifacto learns that a Recipient’s required insurance has lapsed,
expired, or is about to expire (each an “Insurance Event”), you may contact such Recipient through the SaaS notification
features. The notice generated through SaaS may include some or all of the following information: (a) a summary
of the occurrence, or potential occurrence, of an Insurance Event, (b) a reminder of the customer’s obligation
to maintain specific insurance coverage, (c) a request for updated proof of insurance coverage, (d) an offer to
purchase the required insurance through Verifacto or its affiliate and/or (e) any additional information relevant to the foregoing.
Limitation of Liability.
VERIFACTO WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION COST OF COVER), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERIFACTO SHALL NOT BE LIABLE FOR ANY 3RD PARTY CLAIMS. OUR CUMULATIVE LIABILITY WILL BE LIMITED TO WHAT WAS PAID BY YOU OR ON YOUR BEHALF FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM. THIS SECTION IS A FUNDAMENTAL PART OF THE BASIS OF OUR BARGAIN, WITHOUT WHICH VERIFACTO WOULD NOT BE ABLE TO PROVIDE THE SERVICE, AND WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. If some or all of the limitations and exclusions in Sections 12 and 14 are held unenforceable, warranties will be disclaimed, and Verifacto’s liability will be limited to the greatest extent permitted under applicable law.
Compliance with Law.
You warrant that in using the SaaS, you will comply with all applicable laws, including without limitation with all regulations of agencies of the U.S. Government regarding export and re-export restrictions. You will hold harmless and defend, at our option, Verifacto from any third party claim against Verifacto arising from your failure to comply with this Agreement.
Term and Termination of the SaaS.
This Agreement shall commence on the Account Setup Date and shall remain in full force and effect until terminated upon (30) day prior written notice, by either party. If the client fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for seven (7) days after receipt of written notice, (1) Verifacto may terminate this agreement, or (2) where the failure is a nonpayment by Client of any charge when due, Verifacto, may, at its option, terminate or suspend Services with or without any notice.
This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors.
Client shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.
If you transfer from one Service to another, the terms and description of such newly elected Service will apply. In the event that you elect to transfer to a new Service, you will forfeit any remaining entitlement in your previous Service.
General. Any notice hereunder will be in writing and sent by mail, return receipt requested, by e-mail, or by reputable courier addressed to the other party (i) if to Verifacto the address set forth above or at firstname.lastname@example.org and (ii) if to you, at the address or e-mail address you provide when you register for the Service, or at such other address of which you give notice in accordance with this provision. It is your responsibility to keep your contact information up to date. Notice will be deemed to have been given when delivered (as confirmed by receipt or other confirmation) or, if delivery is not accomplished by fault of the addressee, when tendered. This Agreement will be governed by the laws of Georgia, without regard to conflict of laws. The U.N. Convention on Contracts for the International Sale of Goods does not apply. All disputes will be brought only in a court located in the county of Fulton, Georgia, and to the fullest extent permitted under applicable law, you consent to the same as the exclusive jurisdiction for claims arising hereunder and waive any objection to venue of such courts. If any provision hereof is held unenforceable, the remaining provisions will be unaffected. Your rights may not be assigned without written consent by Verifacto. Verifacto may assign this Agreement. Failure or delay in enforcing this Agreement will not be deemed a waiver. This Agreement including Verifacto SaaS Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements with respect to its subject matter. This Agreement and Verifacto SaaS Agreement may not be amended except in writing or a subsequent click to accept or telephonic method offered by Verifacto. Certain businesses not affiliated with Verifacto may display the Verifacto SaaS and offer access to the Verifacto SaaS. Such use or offers should not be construed, in any respect, as an endorsement or guarantee by Verifacto of the security practices of such businesses. Upon any termination or expiration of this Agreement, all terms will cease, except Sections 7 - 16, which survive.
Last Update: 2016-04-21