Valid Record Terms and Conditions of Use (“Agreement”)
Updated and Effective Date: 1/1/2024
https://validrecord.com and its owner and operator Valid Record, LLC (”Valid Record”, “we,” “us,” or “our”) provide our Services (described below) and related content to you, whether as an individual or legal entity, (the “Client”, “You” and “Your”) through our website(s) located at https://validrecord.com (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps) and the Site, including any updated or new features, functionality and technology, (the “Service”). All access and use of the Service are subject to the terms and conditions contained in these Terms and Conditions of Use (as amended from time to time, the “Terms”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms. If You do not accept the terms and conditions of these Terms, You will not access, browse, or otherwise use the Service. If You are accessing or using the Service on behalf of an entity or business, You represent and warrant that You have the authority to bind such entity or business to the Agreement.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. INTRODUCTION
Valid Record provides a proprietary technology Service that allows our Clients (as further defined below) to share data with one another to (i) verify that the data’s origin and history are authentic and represented accurately, (ii) help advertisers and marketers analyze first-, second- and third-party consumer interactions to, for example, focus their attention and efforts on consumers who may be interested in certain products and/or services, and (iii) supplement our Services with related services provided by our strategic
2. SERVICES
Valid Record: Offers a suite of tools designed to help organizations effectively manage lead generation efforts while ensuring compliance with various data privacy and consumer protection regulations. Our technology provides a comprehensive solution for businesses to document, certify, and store express written consent for every lead generated.
Please note that certain changes that incur additional usage configured by You or by Valid Record at Your direction within Your Account may incur extra costs for that usage.
3. CLIENT ACCOUNTS
To access and utilize our Service as a Client, You are required to create an account by adhering to the registration instructions provided on our Site. By opting to create a Client Account (“Account”), you hereby affirm your commitment to furnish accurate, complete, and current information, and to ensure the ongoing accuracy, completeness, and currency of all Account details.
4. FEES AND PAYMENT TERMS
4.1 Fees. Client will pay to Company any fees set forth on the Order Form in accordance with the terms and conditions set forth herein. Payment obligations are non-cancelable and fees paid are non-refundable. Unless otherwise agreed in the Order Form, Valid Record reserves the right to modify the Fees by providing at least forty-five (45) days prior written notice to the Client.
4.2 Payment Terms. Unless otherwise stated in the Order Form, Company will provide an invoice to Client for any fees due to Company. Client will pay all fees to Company within thirty (30) days of receipt of any such invoice. If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Company within thirty (30) days from the time such payment is due, Company may suspend access to the Company Service until such payment is made.
4.3 Net of Taxes. All amounts payable by Client to Company hereunder are exclusive of any sales, use, and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value added, and Service taxes (collectively “Taxes”). Client will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Client will not withhold any Taxes from any amounts due Company.
4.4 Net of Fees. If an amount payable by Client to Company is subject to bank fees/charges, Company shall be entitled to receive from Client such amounts as shall ensure that the net receipt after bank fees/charges is the same as it would have been were the payment not subject to bank.
5. DATA STORAGE AND DESTRUCTION
Data storage and destruction policies vary by service, as described in more detail below.
Valid Record is designed to store Claimed VR Records for as long as needed to fulfill the purpose for which they were created. Unclaimed VR Records are automatically destroyed after a three (3) day Period. The Claiming Period is intended to provide sufficient time for You to review the data collected by the VR Record and for You or a Lead Buyer to claim the VR Record before it is destroyed. Accordingly, You may review any VR Records during the Claiming Period. Claimed VR Records will be stored for the amount of time specified by the order form or Valid Record Account holder that claimed the VR Record.
As the Client, You are solely responsible for the deletion of individual consumer records from the systems. However, we are here to support You in this process and will gladly assist with deletion requests if needed. To initiate the data deletion for a specific consumer, kindly reach out to our support team by emailing [email protected]. For VR Record, please ensure You provide us with the VR Record URL to proceed with the deletion. Unfortunately, we are unable to search for a corresponding VR Record using Personally Identifiable Information (PII).
6. SENSITIVE DATA
You represent and warrant that You may not use any of the Services to input Sensitive Data subject to the following terms and conditions:
Per the Valid Record Script EULA, the Valid Record Service may not be used to capture Sensitive Data fields. If You place the Valid Record script on a site that collects Sensitive Data, You must flag these fields as containing Sensitive Data. The Valid Record script allows You to flag any or all fields containing Sensitive Data. When this feature is used, Valid Record applies a hash value or hash code to the flagged fields. When a Valid Record session replay is viewed, the data in a flagged field will be seen only as a series of asterisks. Valid Record also supports the ability to treat all fields as Sensitive Data. When this option is selected, You can flag individual fields that You don’t want to be treated as Sensitive Data.
You shall not use the Services to collect Sensitive Data in field types that are not specifically marked for Sensitive Data, or in any way attempt to circumvent the security protocols described herein.
7. YOUR CONTENT AND DATA
Valid Record does not own Your Content and Data. All Content and Data, as input into the Valid Record Technology by You and prior to any modifications made by the Valid Record Technology and/or Services, shall remain Your property. You represent and warrant that You have the authority to collect, use, market, sell, or distribute Your Content and Data, including but not limited to Leads, in compliance with applicable law. Nothing contained in this Agreement shall be construed as granting Valid Record the right to collect, use, market, sell, or distribute Your Content and Data, except in accordance with this Agreement. You hereby grant to Valid Record a nonexclusive, non-transferable, royalty-free, fully paid up, limited license, to use Your Content and Data solely for the purpose of performing Valid Record’s obligations, or exercising Valid Record’s rights, under this Agreement. Notwithstanding the foregoing, Valid Record reserves the right to use Your Content and Data in an aggregated, de-identified fashion for legitimate business purposes, including but not limited to analyzing and reporting on general industry trends. You will be solely responsible for all acts or omissions that occur under Your Account or password, including but not limited to the content of Your transmissions through the Services.
8. PRIVACY
Please review our privacy policy at Privacy Policy (“Privacy Policy”.) The terms of the Privacy Policy are incorporated into and considered a part of these Terms and Conditions of Use. By using our Service, You agree to be bound by these Privacy Policies.
If You use our Service to collect and use Personally Identifiable Information (PII), You must adhere to all applicable laws governing such data collection. This includes compliance with any privacy policy requirements imposed by the law. Your privacy policy should disclose Your use of our Service and how it collects and processes data, as outlined in our Privacy Policies. You are responsible for providing detailed information and obtaining consumers' consent for storing and accessing information related to Your use of our Service. Furthermore, You must ensure that You have the necessary permissions to use any Personally Identifiable Information provided as Contributed Data in connection with our Service.
You also represent and warrant that You provide suitable and compliant notice and consent language before collecting data and that Your privacy policy accurately describes the types of personal information You collect, how You use it, whether it is shared with third parties, and how third parties utilize such shared information. It is Your responsibility to ensure that Your privacy policy complies with all applicable legal requirements.
When using our Service, You agree not to engage in certain activities. Specifically, You shall not: (i) collect personal information about third parties without their knowledge or consent; (ii) collect or store account numbers from credit cards, debit cards, bank accounts, or other financial systems; (iii) collect or store U.S. Social Security Numbers or other personal identification numbers issued by other governments unless expressly permitted in this Agreement; (iv) handle personal information in violation of any applicable law; or (v) violate the terms of Your privacy policy regarding the handling of personal information.
9. CONFIDENTIALITY
9.1 Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to Data and Content shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for or use of the Service as described in this Agreement, including in the Privacy Policies.
9.2 Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
10. LICENSE GRANT
Subject to Your acceptance and compliance with this Agreement and with Your payment of the fees as set forth in the Order Form, Valid Record hereby grants You a limited, nonexclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Services You selected in the Order Form solely and exclusively as contemplated by this Agreement. All rights not expressly granted under this Agreement are retained by Valid Record. You may access and use the Services, including in operation with other software, hardware, systems, networks, and services, for Your business purposes so long as such access and use is consistent with the intended use of the Services, as described in this Agreement.
11. LICENSE RESTRICTIONS
The foregoing license is limited. You therefore may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this Agreement, (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (iii) access, link to, or use any source code from the Website (or any part thereof); or (iv) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof). In addition, You acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein.
The use of Valid Record Technology and Service is prohibited for the collection of Personally Identifiable Information of consumers located outside the United States of America. Additionally, You must use Valid Record Technology in strict compliance with the terms of this Agreement, including any applicable orders, statements of work, and addenda accepted by Valid Record. You are not permitted to provide, sublicense, sell, distribute, or grant unauthorized access to Valid Record Technology to any third party. It is Your responsibility to safeguard Valid Record Technology and prevent unauthorized access or copying.
Your cooperation in identifying and preventing unauthorized use, copying, or disclosure of Valid Record Technology is expected. You are required to report any violations promptly and assist Valid Record in seeking legal remedies. Decompiling, reverse engineering, or modifying Valid Record Technology without prior written consent from Valid Record, except where allowed by applicable law, is prohibited.
Unauthorized access or disruption of the Service, probing its vulnerabilities, or misrepresenting Your affiliation with any person or entity is not allowed. You must respect copyright notices, information, and restrictions associated with Valid Record Technology. Using Valid Record Technology for unlawful purposes, including the infringement of intellectual property rights, is strictly prohibited.
Unless expressly permitted under this Agreement, You are not granted any additional rights to use Valid Record Technology. It is Your responsibility to ensure that Your employees, contractors, service providers, and agents comply with the terms and conditions of this Agreement. Furthermore, any modifications, enhancements, or derivative works of Valid Record Technology made by or on Your behalf shall be assigned to Valid Record, even if not explicitly permitted by this Agreement.
12. INTELLECTUAL PROPERTY OWNERSHIP
The Services and Technology, including all proprietary methods, systems, scripts, and codes used to provide the Service; all copies, modifications, enhancements, and derivative works thereof; and all intellectual property related thereto (collectively, “Valid Record Technology”) is (i) protected by intellectual property and other proprietary rights and laws, including but not limited to U.S. copyright law, and (ii) owned by Us and Our licensors. This Agreement confers no title or ownership in Our Technology and is not a sale of any such rights.
13. USER OBLIGATIONS
Subject to Valid Record’s right to monitor or audit compliance, You acknowledge and agree that it is solely Your responsibility to maintain Your compliance with the terms and conditions of this Agreement. In addition, You agree to assume all responsibility for Your use and the results of Your use of the Website including meeting any requirements of Your contracts with third parties or other persons.
To complete the sign-up process, Client must furnish their full legal name, a valid email address, and any additional information as may be lawfully requested in the Order Form or during the online sign-up process. Furthermore, the Client shall select an administrative username and password for their Account, for which they shall bear sole responsibility for maintaining security and confidentiality. In the event of any unauthorized use of the Services or any known or suspected breach of security or compromise of Account credentials, the Client agrees to immediately notify Valid Record. By adhering to these provisions, the Client affirms their understanding and acceptance of the specified requirements and undertakes to be bound by them accordingly. Failure to comply with these obligations may result in Account suspension or termination at the sole discretion of Valid Record.
14. REPRESENTATIONS AND WARRANTIES
By using the Services, You represent and warrant that You agree to comply with all relevant local, state, national, and international laws and regulations. You acknowledge that You will be solely accountable for all actions or inactions that take place under Your Account or password, including the content of any information transmitted through the Services.
Furthermore, You represent and warrant that You are providing suitable and compliant notice and consent language prior to data collection, and your privacy policy describes the types of personal information You collect, the purpose of such information, any sharing of information with third parties, and how any shared information is used by such third parties. You assume full responsibility for ensuring that Your privacy policy adheres to all relevant legal requirements.
You shall refrain from using the Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent, collect or store account numbers from credit cards, debit cards, bank accounts, or other financial systems, collect or store U.S. Social Security Numbers or other personal identification numbers issued by other governments, except as expressly permitted in this Agreement, or collect, store, or handle personal information in violation of any applicable law, including but not limited to the U.S. Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the U.S. Children’s Online Privacy Protection Act of 1998 ("COPPA"), or any other relevant privacy laws.
In addition, You will be responsible for all activities that occur under Your Account and will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content and Data. You agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services. Moreover, You shall not utilize the Services to violate any laws or regulations or infringe upon the intellectual property or other rights of third parties. You warrant that You shall not engage in any defamatory, libelous, slanderous, obscene, fraudulent, or violation of the rights of privacy or publicity, promotion of violence, hatred, racial or religious intolerance, or any other offensive, harassing, or illegal conduct. Valid Record bears no obligation to monitor Your Content and Data or Your use of the Services, however, Valid Record reserves the right to do so and may remove Your Content and Data or prohibit Your use of the Services if, in Valid Record's sole discretion, such actions are deemed to be in violation of the foregoing representations and warranties.
15. REPRESENTATIONS AND WARRANTIES
THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. EXCEPT AS SPECIFICALLY STATED OTHERWISE IN THIS AGREEMENT, VALID RECORD AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, SUCCESSORS, EMPLOYEES, THIRD-PARTY CONTRACTORS, AS WELL AS ITS THIRD-PARTY LICENSORS, PROVIDERS, AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES FOR THE SERVICES, WHETHER EXPRESS OR IMPLIED. THESE WARRANTIES INCLUDE, BUT ARE NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR UNDER STATUTE.
VALID RECORD DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OF THE SERVICE AT YOUR LOCATION. THE SERVICE’S ACCESSIBILITY DEPENDS ON INTERNET AVAILABILITY, YOUR COMPUTER OR DEVICE CONFIGURATION, AND OTHER FACTORS. VALID RECORD DOES NOT WARRANT THAT THE SERVICES, INCLUDING ANY THIRD-PARTY SERVICES, WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, TROJANS, OR SIMILAR ISSUES. VALID RECORD SHALL NOT BE LIABLE FOR THE LOSS OF YOUR CONTENT AND DATA OR FOR ANY CHANGES IN OPERATION, PROCEDURES, OR SERVICES THAT REQUIRE MODIFICATIONS OR ALTERATIONS TO YOUR EQUIPMENT, RENDER IT OBSOLETE, OR OTHERWISE AFFECT ITS PERFORMANCE.
16. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SERVICES, PARTIAL USE OR INABILITY TO USE THE SERVICES OR YOUR DATA CONTENT, OR RELIANCE ON OR PERFORMANCE OF THE SERVICES OR YOUR DATA CONTENT, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL VALID RECORD LIABILITY TO YOU FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR OTHERWISE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRIOR TO WHICH THE CLAIM IS BROUGHT.
17. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Valid Record and its affiliates, their officers, directors, agents, employees, third-party contractors, third-party licensors, and successors, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fines, penalties, and fees (including reasonable attorneys’ fees and court costs) (collectively “Claims”) that such parties may incur as a result of or arising from, (i) Your use of the Service, (ii) Your breach of the Agreement, (iii) Your violation of any rights of any third party, or (iv) failure to comply with all necessary disclosures and consents applicable to Your use of the Services.
Valid Record agrees to indemnify, defend, and hold harmless You, Your officers, directors, agents, and employees from and against any and all third-party Claims that such parties may incur as a result of or arising from (i) any breach of this Agreement; (ii) any claim that the products or services provided infringe or misappropriate any intellectual property rights of a third party; or (iii) any negligent or willful act or omission of Valid Record in connection with the performance of this Agreement.
17.1 Indemnification Procedure. If a Client, Indemnified Party, or a Company Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section (17), as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.
If the Indemnifying Party refuses to undertake the defense of a Claim tendered by the Indemnified Party under this section or so delays in undertaking the defense of such an Action as to reasonably risk prejudice to the Indemnified Party, the Indemnified Party shall be permitted to undertake the defense and/or settlement of such an Action itself, within its full discretion, and shall be entitled to full reimbursement and indemnification from the Indemnifying Party relating to the Action if it is ultimately determined that such Indemnifying Party had an obligation of defense relating to such Claim under this section.
18. MODIFICATIONS
Valid Record reserves the right to update and modify the Terms and Conditions of Use from time to time, at Our sole discretion. Valid Record also has the exclusive right to provide updates, upgrades, or changes to, or to suspend, discontinue, or modify any aspect of the Website at any time. Your continued use of the Website following any such change to such Website will be deemed as Your acceptance to be bound by any such change to this Agreement or the Website. If You do not agree to any of the changes, You must cease the use and access to the Service. If You have any questions about this Agreement, You may contact us via e-mail at: [email protected], toll-free at 866-567-3456, or in writing sent via certified mail to: Valid Record, LLC 505 N. Brand Blvd., 14th Floor, Glendale, CA 91203.
19. TERM AND TERMINATION
19.1 The term of this Agreement (the “Term”) will remain in effect as long as You continue to use the Services, and it will continue to apply until terminated by either You or Valid Record. Valid Record reserves the right to change, limit, or modify the Services with or without prior notice. Subject to earlier termination as set forth in this Agreement, the term of this Agreement will commence on the Effective Date and continue for the initial term set forth in the Order Form, and shall automatically renew for the same period as the previous Agreement (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The renewal pricing set forth in Client’s Order Form will apply. Either Party may terminate the Agreement and use of Service at any time with three (3) days prior notice. In the event of termination, You are required to cease all access to the Service and remove any applicable Scripts, pixels, or codes from Your website, platform, or applications.
19.2 Notwithstanding the foregoing, if Valid Record suspects that Your Account has been used to conduct fraudulent or unlawful activity or in violation of this Agreement, or is otherwise in breach of such Terms, Valid Record reserves the right to terminate Your Account and access to the Services immediately and without prior notice. All of Your Content and Data may be immediately deleted from Valid Record’s system upon termination of this Agreement.
19.3 Valid Record shall not be liable to You or any third party for termination of Your access to the Service, including but not limited to, any damages to You or any third party resulting from Your failure to remove the applicable Scripts (or pixels or codes).
19.4 Any termination does not relieve either Party of any liability incurred prior to such termination, or for Client’s payment for unaffected Services. Upon the termination of this Agreement, or any Order Form; all Fees and Expenses owed by Client through the date of termination automatically and immediately become due and payable.
20. SECURITY MEASURES
Valid Record products all utilize industry-standard security measures. However, You acknowledge and agree that no security measure is perfect or impenetrable, and Valid Record will not be held liable for unauthorized access to our servers or databases. Therefore, Valid Record cannot and does not guarantee that Your Content and Data will not be accessed by unauthorized persons.
21. GOVERNING LAW AND VENUE
THE PARTIES AGREE THAT THIS AGREEMENT IS GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA, AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE.
22. AVAILABILITY OF THE SERVICE
Valid Record will make reasonable efforts to keep the Service operational. However, it is not possible to operate our Service with 100% uptime. Certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to, or outages of, our Service.
23. NOTICE
All notices under this Agreement will be in writing and sent to the Recipient’s address as set forth in the Order Form or MSA and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
24. SURVIVAL
All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination of this Agreement, including without limitation, those relating to the parties’ representations and warranties, indemnification, confidentiality, and limitation of liability shall survive such termination.
25. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
25.1 Agreement to Arbitrate.
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between You and Valid Record, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if Your claims qualify. Further, this Arbitration Agreement does not preclude You from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on Your behalf. You agree that, by entering into these Terms, You and Valid Record are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
25.2 Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND VALID RECORD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND VALIDRECORD.COM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
25.3 Pre-Arbitration Dispute Resolution.
We are always interested in resolving disputes amicably and efficiently, and most Client concerns can be resolved quickly and to the Client’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, You and Valid Record agree that a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Valid Record should be sent to Valid Record, LLC 505 N. Brand Blvd., 14th Floor, Glendale, CA 91203 Attn: Office of General Counsel (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Valid Record and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or Valid Record may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Valid Record or You will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Valid Record is entitled.
25.4 Arbitration Procedures.
Unless You and Valid Record agree in writing to proceed before a different arbitral body and/or arbitral rules, any arbitration between You and Us will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Valid Record and You agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA or the arbitrator. If Your claim is for $10,000 or less, Valid Record agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
25.5 Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement or the parties entered into a separate agreement. If the value of the relief sought is $75,000 or less, at Your request, Valid Record will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and You are able to demonstrate to the arbitrator that You are economically unable to pay Your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that You should not be required to pay Your portion of the Arbitration Fees, Valid Record will pay Your portion of such fees. If You demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Valid Record will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
25.6 Confidentiality.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
25.7 Severability.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection 25.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 25.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
25.8 Future Changes to Arbitration Agreement.
Notwithstanding any provision in these Terms to the contrary, Valid Record agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while You are a user of the Service, You may reject any such change by sending Valid Record written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, You are agreeing that You will arbitrate any dispute between Us in accordance with the language of this Arbitration Agreement as of the date You first accepted these Terms (or accepted any subsequent changes to these Terms).
26. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST COMPANY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
27. VALID RECORD NOTICE FOR ELECTRONIC SIGNATURES, RECORDS, AND DISCLOSURES (“E-CONSENT”)
Please read this information carefully. In order to offer You a Service, You may be required to use and accept electronic signatures, records, and disclosures. By accepting this E-Consent Notice, Valid Record may interact with You electronically, including sending you electronic notices related to Your interactions and transactions. By accepting this E-Consent Notice, You are also consenting to enter into binding legal obligations via electronic signatures, which are as valid and binding as signatures on paper.
28. AUDITING
Subject to Valid Record’s right to monitor or audit compliance, You acknowledge and agree that it is solely Your responsibility to maintain Your compliance with the terms and conditions of this Agreement. By accessing or using the Website, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to Your use of the Website. In addition, You agree to assume all responsibility for Your use and the results of Your use of the Website including meeting any requirements of Your contracts with third parties or other persons.
29. MISCELLANEOUS
29.1 RELATIONSHIP OF THE PARTIES.
The relationship between the parties is that of independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever.
29.2 ASSIGNMENT.
You may not assign or otherwise transfer this Agreement or the license granted hereunder or delegate any of Your duties specified herein, in whole or in part, without Valid Record’s prior written consent. Any attempt of assignment, delegation, or transfer in violation of this Agreement shall be void, of no effect, and a material breach of this Agreement. Notwithstanding the foregoing, Valid Record may assign this Agreement in whole or in part. Moreover, Valid Record may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this Agreement.
29.3 AMENDMENT AND MODIFICATION.
The date this Agreement was last updated is set forth at the bottom of this Agreement. Company may amend or modify this Agreement by posting updated terms to this web page and providing Client with notice to the email address on file with Company. Client’s continued use of the Company Service following the effective date of any such changes constitutes Client’s acceptance of the revised Agreement. Except as provided in this Section, this Agreement may not be amended or modified, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties.
29.4 NON-WAIVER.
Failure by Valid Record to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance.
29.5 SEVERABILITY.
In the event any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, You agree that unless it materially affects the entire intent and purpose of this Agreement, the invalidity, voidness, or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.
29.6 FORCE MAJEURE.
Each Party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, pandemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party.
29.7 COUNTERPARTS.
If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of the Agreement will continue in full force and effect.
30. ENTIRE AGREEMENT
This Agreement including all applicable orders, Privacy Policy, EULA, addenda, which is hereby incorporated by reference as if set forth fully herein, constitutes the complete and exclusive Agreement between You and Valid Record with respect to subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Valid Record with respect to the Website and Services. Any rights not expressly granted herein are reserved by Valid Record.