TERMS AND CONDITIONS AND YOUR AUTHORIZATION

Welcome to Verix!

These terms and conditions are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You”) and Arima Technologies, Inc. (dba Verix), with offices at 320 High Street, Palo Alto, CA 94301 (“Verix” or “we”, “us” or “our”), establishing terms and conditions under which You shall access and use the verification services and features available on Verix’s web-based platform (the “Verix Platform”).  The Verix Platform enables financial institutions (each, an “FI”) to verify the income, identity, employment and related information about individuals, like You, who seek financing or other business arrangements with such FIs.  Verix has a separate contract with FIs to provide such verification services for a fee.  You are not required to pay Verix for your use of the Verix Platform.  The Verix Platform is located at https://www.verixapi.com/https://www.getmytaxtranscript.com/, and any related sub-domains, tools and services or through downloadable mobile or other applications through which the Verix Platform is made available by Verix from time to time (the “Website(s)”). 

You may be provided with access to the Verix Platform through a FI’s own systems or directly through our Website.  The FI which provides you with the link to the Verix Platform or which You otherwise authorize in connection with your use of the Verix Platform, is referred to herein as the “Authorized FI.”  In order to enable Verix to provide its services to the Authorized FI and the services contemplated herein, You will need to submit to the Verix Platform various sensitive personal information, including PII, “Your Information”) which will be made available by Verix to the Authorized FI as further set forth herein.  Verix will then use that information in order to access your individual tax records through a public online portal made available to individuals, like You, by the U.S. Internal Revenue Service (“IRS”).  Verix will then provide the tax, wage, income and similar records made available by the IRS through that portal (“IRS Records”) and provide summaries and copies of all or a portion of such IRS Records to the Authorized FI.  The Authorized FI may then make decisions based in part on such summaries and IRS Records.  YOU AGREE AND ACKNOWLEDGE THAT VERIX SHALL NOT BE RESPONSIBLE FOR, AND DOES NOT ADVISE YOU OR THE AUTHORIZED FI IN ANY WAY WITH REGARD TO, ANY DECISIONS OR ACTIONS OF THE AUTHORIZED FI IN CONNECTION WITH THE VERIX PLATFORM OR SUCH IRS RECORDS OR SUMMARIES.

The date You first agreed to this Agreement is referred to herein as the “Effective Date.”  Your use of the Verix Platform is also subject to our Privacy Policy available on our Website as updated from time to time.  You acknowledge and agree that the Verix Platform is in the early stages of its development and that the features and functionality are expected to change frequently. As used herein, “PII” means information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. 

BEFORE YOU CLICK ON THE [“SUBMIT”] BUTTON OR SUBMIT ANY OF YOUR INFORMATION, CAREFULLY READ THESE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING ON THE [“SUBMIT”] BUTTON OR SUBMITTING ANY OF YOUR INFORMATION, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND GRANTING THE AUTHORIZATION SET FORTH HEREIN.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “I ACCEPT”, AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.

FURTHER, THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND VERIX ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 6 “AGREEMENT TO ARBITRATE”).

AGREEMENT

1. Verix Platform and your authorization.

1.1 Access and Use.  Subject to the terms and conditions of this Agreement, Verix hereby grants to You a limited, non-exclusive, non-transferable right to access and use the Verix Platform, solely for You to submit Your Information in order for Verix to provide the Authorized FI with verification services (“Verification Services”), including provision of copies of the IRS Records and our summaries thereof.  Verix will not make such IRS Records or summaries available to You, though the Authorized FI may choose to do so. For the avoidance of doubt, You will not have the right to access or use the Verix Platform except for the access and use of the Verix Platform as provided in this Section 2.1.

1.2 Verix is not an FI of Insurance Products or Policies.  You agree and acknowledge that Verix is not financial institution or tax advisor and does not provide financial or tax services or advice.  Any interactions between You and FIs through the Verix Platform or which arise from or relate to Your use of the Verix Platform are solely at Your risk.  Further, the Verix Platform may enable You to provide credit card, financial or other information to FIs.  Any information provided to FIs by You, or by Verix as contemplated by this Agreement, is provided solely at Your risk.  You agree and acknowledge that, as between You and Verix, (i) any financial products or policies You purchase from an FI are at Your sole risk and (ii) Verix is not responsible for the quality or correctness of the information provided to You by FIs.  The purchase and sale of financial products and services is between You and the FI according to any separate terms and conditions as You and the FI may agree from time to time. 

1.3 No Fees.  You are not charged by Verix for use of the Verix Platform as set forth herein.  Your use of the Verix Platform, however, is subject to provision of access to the Verix Platform, or credentials to access the Verix Platform, to You by the Authorized FI which has agreed to pay fees to Verix for Verification Services enabled by your provision of Your Information. 

1.4 Authorization.  You hereby authorize Verix to submit Your Information to the IRS on Your behalf in order to access IRS Records and for Verix to then provide Verification Services, including such IRS Records and Verix’s summaries thereof, to the Authorized FI for the Authorized FI’s use in connection with assessment and/or implementation of your current or proposed business arrangements with such Authorized FI.  You agree and acknowledge that any limitations on the FI’s use of such IRS Records and summaries is solely between You and such FI.

2. Representations and Warranties.

2.1 Your Warranties.

a. Your Information Warranty.  You represent and warrant that You have the right, including in respect of all applicable data privacy and other laws, to provide Verix access to and use of Your Information, including without limitation, for use in connection with the Verix Platform and to provide services to the Authorized FI.

b. Your Other Representations and Warranties.  You represent, warrant and covenant that: (a) You have the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) Your execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by You to any third party to keep any information or materials in confidence or in trust.

2.2 Disclaimer of Verix Warranties.  YOU ACKNOWLEDGE THAT THE VERIX PLATFORM AND ALL SERVICES, TEXT, IMAGES AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE VERIX PLATFORM ARE PROVIDED “AS IS” AND ARE BASED IN PART ON CONTENT PROVIDED BY THE IRS, WHICH IS NOT VERIFIED BY VERIX.  VERIX AND VERIX’S AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF THE VERIX PLATFORM.  VERIX PROVIDES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF VERIX OR VERIX’S AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON THE VERIX PLATFORM OR THROUGH THE SERVICES IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES PROVIDED BY THE VERIX PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV) THE VERIX PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, NONE OF VERIX OR VERIX’S AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VERIX PLATFORM OR SERVICES, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE VERIX PLATFORM OR SERVICES.

 

None of Verix or Verix’s affiliates, agents, directors, officers, employees, investors, suppliers or licensors is responsible for any conduct or interactions, whether online or offline, of or between FIs and You.

None of Verix or Verix’s affiliates, agents, directors, officers, employees, investors, suppliers or licensors guarantee that any of Your personal information, including without limitation Your Information (as defined below) provided by You, whether accurate or not, will not be misappropriated, intercepted, deleted, destroyed or used by others.

2.3 Exclusions.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

3. Your Information.

3.1 Your Information.  You, not Verix, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all Your Information under this Agreement.  You will be required to disclose certain PII in order to submit the requisite information to Verix to enable Verix to provide its services to the Authorized FI as set forth herein.  You agree and acknowledge that You will provide accurate, complete, and up to date information in all instances.  You further agree and acknowledges that Your submission of Your PII to Verix is voluntary and entirely at Your own risk.  You agree and acknowledge that Your Information will be disclosed to an Authorized FI in connection with the Verification Services provided by Verix to the Authorized FI as contemplated by this Agreement.  Verix will also possess Your Information temporarily as needed to provide the applicable services to the Authorized FI and will destroy such information promptly after such services expire.  Please refer to Verix’s Privacy Policy for additional information on Verix’s practices for handling personally identifiable information.

3.2 Usage Data.  Verix may monitor Your use of the Verix Platform and use data and information related to Your Information and Your use of the Verix Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Verix Platform.  You agree that Verix may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You.  Verix retains all rights in such aggregated or de-identified data and information.

3.3 Sharing between You and FIs.  Any of Your Information or other information You share with any FI is at Your sole risk.  Verix does not control how any FI utilizes information they receive from You or from us.

4. Limitation of Liability.

4.1 No Consequential Damages.  VERIX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE VERIX PLATFORM, SUBSCRIPTION SERVICES, OR RESULTS THEREOF. 

4.2 Limits on Liability.  VERIX AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE U.S. DOLLAR ($1).  YOU RELEASE VERIX AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE VERIX PLATFORM OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 4.2.

4.3 Essential Purpose.  You acknowledge that the terms in this Section 4 are an essential basis of the bargain described in this Agreement and that, were Verix to assume any further liability, there would be substantial fees payable hereunder.  THE LIMITATIONS IN THIS SECTION 4 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

5. Termination.

5.1 Termination at Will.  Either You or Verix may terminate Your use of the Verix Platform at any time by ceasing to provide or use the Verix Platform, as applicable.  However, please note that once You submit Your Information, Verix will provide the related verification Services, including Your Information, IRS Records and/or summaries to the Authorized FI without regard to such termination.

5.2 Effects of Termination.  Upon termination of this Agreement, Your use of and access to the Verix Platform shall cease.

6. Agreement to Arbitrate.

6.1 Arbitration.  You agree that all disputes between You and Verix (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Website, the Your Information and/or Verix Platform shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in San Francisco, California, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and Verix hereby expressly waive trial by jury.  You and Verix shall appoint as sole arbitrator a person mutually agreed by You and Verix or, if You and Verix cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party.  Each party shall equally bear the costs of the arbitration, except that Verix will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel.  All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction.  Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement.  Notwithstanding the foregoing, either You or Verix shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction.  Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement (including without limitation Section 4 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

6.2 Waiver of Class Actions.  Any claims brought by You or Verix must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.  Neither You nor Verix will participate in a class action or class-wide arbitration for any claims covered by this Agreement.  You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.  You may bring claims only on Your own behalf.

6.3 Opt Out.  You may opt out of this agreement to arbitrate in this Section 6.  If You do so, neither You nor Verix can require the other to participate in an arbitration proceeding.  To opt out, You must notify Verix in writing within thirty (30) days of the date that You first became subject to this arbitration provision.  The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your login credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate.  You must sign the opt out notice for it to be effective.  This procedure is the only way You can opt out of the Agreement to Arbitrate.  You must use this address to opt out: Verix, ATTN: Arbitration Opt-out, 320 High Street, Palo Alto, CA 94301.

6.4 Survival.  This Arbitration section will survive the termination of Your relationship with Verix.

7. Miscellaneous.

7.1 Notices.  Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the following addresses: (i) if to Verix, 320 High Street, Palo Alto, CA 94301, (ii) if to You, to the address set forth in Your Information or most recent IRS Records, or (iii) to such other address for either party as may be supplied by notice given in accordance herewith.

7.2 Amendment; Waiver.  This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You.  No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted.  No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

7.3 Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

7.4 Governing Law.  This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country.  Subject in all respects to Section 6 hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of California.

7.5 Attorneys’ Fees.  In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.

7.6 Force Majeure.  Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

7.7 Assignment.  You may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Verix’s prior written consent. Verix may assign its rights or obligations under this Agreement without Your prior written consent.  Any purported assignment or transfer in violation of this section shall be void.  Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

7.8 Relationship of the Parties.  Verix is an independent contractor to You and to FIs.  There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties or with any FI.  Neither party has the authority to bind the other or to incur any obligation on its behalf.

7.9 Construction of Agreement.  Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions.  Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.

7.10 Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.