Terms & Conditions
- 1 Summary
- 2 Details
- 2.1 Acceptance
- 2.2 Change of terms
- 2.3 User Data
- 2.4 Payments
- 2.5 Licenses and limitations
- 2.6 Services
- 2.7 Third Party Services
- 2.8 Reservation of Rights
- 2.9 Restrictions
- 2.10 Mutual Warranties
- 2.11 Term & Termination
- 2.12 Indemnification
- 2.13 Property Rights and Restrictions
- 2.14 Responsibilities of Customer
- 2.15 Responsibilities of Veridu
- 2.16 Limited Warranty
- 2.17 Confidentiality
- 3 General Provisions
- 4 Definitions
The readable part of the terms and conditions
Description of Services
Veridu provides identity and reputation verification and authentication services based primarily on sources such as social media like Facebook and online sources like Amazon and Paypal but also include more traditional methods such as credit rating agencies, passport and other ID checks.
Veridu does this to enable our customers to avoid fraud and users to trust each other and the service through which they interact.
Users provide access to verifications such as social media (like Facebook), online sources (Like Amazon) etc through access tokens. Veridu then uses the access provided through these tokens to analyze the profile in order to determine the credibility and profile of the claimed identity using proprietary algorithms. Veridu may at times perform checks with external services such as Credit Rating Agencies (Which may leave an Identity footprint on your file with the CRA) and collect generally available information about the User to assist in the verification process. The process is described in more detail here Scoring.
The result of the analysis is stored with Veridu and shared with the customer.
Users may access the resulting data independently of the customer requesting the score and may control access to such data at their own discretion and Veridu generally encourages our users to use, control and share their Veridu Profile as they see fit.
By using Veridu, Users are permitting Veridu and its customers to report and log your interactions with Veridu. This enables our customers to share information about abusive users to prevent fraud and provide a safe and secure environment for all of their users.
Veridu's data, scores or derivatives thereof are wholly owned by Veridu and will not be made available to anyone without your consent and may not be sold, transferred or shared with a third party by the customer.
- Cancel agreement at any time with immediate effect.
- Access and manage your online profile and privacy settings via Veridu.
- Manage access to your profile.
- Revoke access to your profile.
- Dispute profile info and scores with Veridu.
- Read User's Veridu profile as permitted by you through the verification process
- Write to User's Veridu profile - such as bad conduct, ratings, achievements etc.
Resellers & Channel Partner
- Resell Veridu's services to its customers
- Charge a premium on top of Veridu's prices
- Receive commission as described in the Commission Structure.
- Analyse the data User has granted access to.
- Collect and analyse data on User from external sources such as CRA's.
- Collect data about User on the internet.
- Own the data.
- Grant access to your profile to Customers.
- Change the terms of this agreement and other agreements related to it.
This is the small print section of the Terms and conditions
Veridu makes the Veridu software available to you pursuant to these Terms and the relevant signup, agreements and subscriptions (if applicable). You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. Subscriptions shall be based upon the definitions and license parameters as set forth on our website, which may be amended from time to time.
Veridu is owned and operated by Veridu Ltd (“Veridu”). We reserve the right at our sole discretion to modify, add or remove any of the statements or conditions of these Terms without notice or liability to you. Any changes or updates to these Terms shall become effective immediately following the posting of such changes on the Veridu website.
Change of terms
Veridu may change the terms of this and referenced agreements at any time.
If the Customer does not consent to any one or more of the changes, the then prevailing Terms & Conditions shall continue in force for up to 90 days from the date of receipt of such notice by the Customer to provide the Customer with a transition period.
During such 90 day period, the Customer may terminate this Agreement at any time and Veridu’s termination rights shall be suspended. At the end of the 90 day period if the Customer has not terminated this Agreement, then the updated Agreement Documents will apply.
Users and Customers hereby grant Veridu a worldwide, non-exclusive right to use the data provided by users and customers solely for the purpose of providing the Licensed Services.
Customer shall pay for all Licensed Services within thirty (30) days after the date of Veridu’s invoice for such services or via an online payment solution. In addition to all other available rights or remedies, Veridu reserves the right to declare all sums immediately due and payable upon written notice to Customer if Customer fails to pay when due any amounts due under this Agreement or any invoice. Interest shall accrue on any amounts not paid when due at an annual rate of four (4%) percent.
Licenses and limitations
On the terms and conditions of this Agreement, Veridu also grants to Customer a non-exclusive, non-transferable license to use the Trademarks in connection with the promotion and distribution of the Licensed Services in accordance with this Agreement.
This Agreement does not constitute an exclusive grant to Customer of any specific Customer, territory, or geographic area. Veridu may in its sole discretion and without obligation, notice or liability to Customer, add and/or terminate other customers, distributors, value added customers, original equipment manufacturers, licensees or agents of the Licensed Services, and/or license Licensed Services directly to End-Users, including customers of Customer
Reservation of Rights
Veridu reserves all rights in the Licensed Services and Documentation not expressly granted to Customer by this Agreement.
Licensed Services Changes
Veridu retains the right, in its sole discretion, to modify the Licensed Services from time to time.
For the duration of this Agreement, Veridu shall provide to Customer the Licensed Services in accordance with the Service Level Agreement and these terms and Conditions
Veridu reserves the right to restrict, temporarily stop or completely terminate the Veridu service without any notification. We reserve rights to restrict, delete or temporarily disable any client account if required.
These measures will only be taken in case of breach of contract, or other due cause that would put Veridu or its clients under threat. A notification will be sent if such a step is necessary.
We do not guarantee the full functioning of the Veridu service at all times. Please read our Service Level Agreement for further detail. Customers who need such guarantees may negotiated extended guarantees in a separate agreement by contacting us here.
Third Party Services
Veridu Licensed Services Schedule and Delays
Although Veridu shall use reasonable efforts to adhere to the response times, maintenance windows, availability hours and performance standards for the Licensed Services detailed in the Service Level Agreement, Veridu shall not be liable for any loss, damage or expense due to late responses and performance of corrective maintenance outside of the scheduled window.
Reservation of Rights
Subject to the limited rights expressly granted hereunder, Veridu reserve all rights, title and interest in and to the Veridu service and the Profile Score, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You acknowledge that the Veridu services provided by Veridu pursuant to these Terms are owned solely by Veridu and made available to you pursuant to a subscription and as such the Veridu service does not constitute a Deliverable or a Sale of an item, but constitutes as a Subscription to use the Veridu service.
You shall not (i) permit any third party to access the SaaS Platform except as permitted herein or in an Order Form, (ii) create derivate works based on the SaaS Platform, (iii) copy, frame or mirror any part or content of the SaaS Platform, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the SaaS Platform, or (v) access the SaaS Platform in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the SaaS Platform.
Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code.
Term & Termination
This agreement will be in effect from the time when Reseller, Customer or User accepts it and will remain in effect until terminated in writing. All Parties are free to terminate the agreement with immediate effect.
Effect of Termination
After any termination or expiration of this Agreement, Veridu shall not be entitled to any fees payable under this Agreement, save for those previously incurred by the Customer for Licensed Services provided.
Indemnification by Veridu: We shall defend you against any claim, demand, suit, or proceeding ("Claim") made or brought against you by a third party (a) alleging that the use of the Veridu Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, or (b) in any other way relating to or arising from the misuse or negligent treatment of your data by Veridu and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance, at our expense
Indemnification by You: You shall defend us against any Claim made or brought against us by a third party alleging that your data, or your use of the Veridu service in violation of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law and shall indemnify us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, us in connection with any such Claim; provided, that we (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at your expense.
Property Rights and Restrictions
Customer acknowledges that the Licensed Services, all enhancements, corrections and modifications to the Services (regardless whether made by Veridu, Customer or anyone else), all Intellectual Property Rights protecting or pertaining to any aspect of the Services (or any enhancements, corrections or modifications), the Documentation, all Trademarks and all goodwill associated with the Trademarks are and shall remain the sole and exclusive property of Veridu. This Agreement does not convey title or ownership to Customer or any of its Customers or Customers, but instead gives Customer only the limited rights set forth in Section 2 . Veridu reserves all rights not expressly granted by this Agreement.
Customer acknowledges that the Licensed Services contain valuable trade secrets belonging to Veridu.
Customer may not copy concepts, ideas or techniques demonstrated by the use of the service relating to verification via social media, online services or other sources. Customer may not cache results derived from Veridu’s service and distribute them in in direct competition to Veridu nor redistribute any cached results at reduced rates from this agreement.
Treatment of Personal Data
Veridu will treat all data provided by the Customer in accordance with the Data Protection Act and all other applicable legislation.
Veridu Name and Trademarks
Customer shall make no representations concerning Veridu or the Licensed Services that are not set forth in the Documentation and explicitly agreed upon by Veridu. Customer shall indicate Veridu’s ownership of all Trademarks in any advertising, promotional or other written or readable material containing any Trademarks that Customer may create during the Term of this Agreement. If Customer reproduces Veridu’s logo, it shall do so only in the format furnished by Veridu. Customer may use the Trademarks only for purposes of promoting and selling Customer products and services that use the Licensed Services and shall make no other use of the Trademarks, or use any trademark or trade name that may be confusingly similar to any of the Trademarks, without Veridu’s prior written approval. Customer may not apply for registration of the Trademarks, or any trademark or trade name that may be confusingly similar to any of the Trademarks, under the laws of any jurisdiction. Customer shall obtain Veridu’s prior approval, which Veridu shall not deny unreasonably, of all advertising, publicity or promotion that uses any Trademarks or discusses the Licensed Services in any way.
Customer acknowledges that monetary damages may not be an adequate remedy for any breach or violation of any requirement set forth in this section ‘Property Rights and restrictions’ of this Agreement and that any such breach or violation may leave Veridu without an adequate remedy at law. Customer therefore agrees that, in addition to any other remedies available at law, in equity or under this Agreement, Veridu shall be entitled to obtain temporary, preliminary and permanent injunctive relief, without bond, from a court of competent jurisdiction to restrain any such breach or violation.
Responsibilities of Customer
Customer shall appoint a senior representative who shall have responsibility for managing the relationship between Veridu and Customer under this Agreement, and in particular who shall be responsible for managing all inquiries by the parties in relation to the sale of, or obligations relating to, the Licensed Services and who shall seek to resolve any disputes or difficulties between the parties in relation to their obligations under this Agreement.
Protection of Veridu Intellectual Property
Customer shall use reasonable efforts to ensure that Veridu’s intellectual property rights in the Licensed Services are protected, and shall fully cooperate with Veridu’s efforts to protect Veridu’s rights. Customer shall notify Veridu within ten (10) days of learning of any actual or suspected violation of Veridu’s intellectual property rights in the Licensed Services. Customer shall notify Veridu of any claim, judicial proceeding or governmental proceeding involving the Licensed Services no later than ten (10) days after learning of such claim or proceeding.
Responsibilities of Veridu
Veridu shall provide Customer with the services as described in, and subject to the terms and conditions of, the Service Level Agreement. Veridu reserves the right to modify such terms and conditions from time to time, at Veridu’s sole discretion.
Veridu shall appoint a senior representative who shall have responsibility for managing the relationship between Veridu and Customer under this Agreement, and in particular who shall be responsible for managing all inquiries by the parties in relation to the sale of, or obligations relating to, the Licensed Services and who shall seek to resolve any disputes or difficulties between the parties in relation to their obligations under this Agreement.
Veridu warrants that it owns or has the right and authority to license the Licensed Services, the Documentation and the Trademarks to Customer on the terms and conditions of this Agreement.
Veridu also warrants that the Licensed Services shall be performed substantially in accordance with the Documentation and the Service Level Agreement. As Veridu’s sole liability and Customer’s sole remedy respecting the Licensed Services’ nonconformance with the limited warranty set forth in this Paragraph ‘Performance’, Veridu may at its sole option:
- Use reasonable efforts to correct the Licensed Services to make it conform with the specifications set forth in the Documentation and the Service Level Agreement; or
- Refund the fees paid by Customer under this Agreement for such services and terminate the Agreement.
Veridu does not represent or warrant that the licensed services will meet licensee's requirements or expectations, or that use of the licensed services will be error-free
Definition of Confidential Information: As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include your data; Our Confidential Information shall include the Veridu software service, our Software as a Service Platform, and our Profile Score; and Confidential Information of each party shall include the Terms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than your data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information: Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Protection of Your Data: Without limiting the above, Veridu shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. We shall not (a) modify your data, (b) disclose your data except as compelled by law in accordance with Compelled Disclosure as listed below or as expressly permitted in writing by you, or (c) access your data except to operate the our software on your behalf, or prevent or address service or technical problems.
Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Customer and Veridu shall maintain the confidentiality of any confidential information regarding the Licensed Services or either of the parties hereto, in accordance with the Joint Non-disclosure Agreement entered into between Customer and Veridu, the terms of which are hereby incorporated into this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ALL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND Veridu SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED (IN FACT OR IN LAW), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, IN NO EVENT WILL Veridu BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE Veridu SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. Veridu RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THIS WEBSITE OR THE PRODUCTS OR PROGRAMS DESCRIBED IN THIS WEBSITE AT ANY TIME WITHOUT NOTICE.
Limitation of Liability
EXCEPT FOR (A) DAMAGES ARISING FROM A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS SET FORTH ABOVE, OR (B) VERIDU’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF EITHER PARTY FOR ALL CLAIMS OF ANY NATURE RELATED TO THE LICENSED SERVICES OR DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THAT THE CUSTOMER HAS ACTUALLY PAID UNDER THIS AGREEMENT FOR SUCH SERVICES. NEITHER VERIDU NOR ANY OF ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE (OR INABILITY TO USE) OF THE LICENSED SERVICES EVEN IF VERIDU OR CUSTOMER, SUPPLIER OR LICENSOR HAS BEEN AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. NO EVENT WILL VERIDU BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Absence of Third Party Beneficiaries.
Unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person other than Veridu and Customer any rights, remedies or other benefits under or by reason of this Agreement.
Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Veridu, which Veridu shall not withhold unreasonably. Veridu may assign or delegate its obligations under this Agreement as part of a sale or transfer of a substantial portion of its business to which this Agreement relates.
This Agreement was executed after arms-length negotiations between the parties, and its terms are not to be construed against either party.
Disclaimer of Agency.
Veridu and Customer each acknowledge that the parties to this Agreement are independent. Neither party is authorized or empowered to act as agent or legal representative for the other for any purpose and shall not on behalf of the other enter into any contract, warranty or representation as to any matter. Neither party shall be bound by the acts or conduct of the other and nothing herein shall be construed as creating a Customer or joint venture.
Governing Law and Forum.
This Agreement will be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts
All notices and other communications that this Agreement requires or permits shall be in writing and shall be considered effective when deposited in the mail, postage prepaid, and addressed to the appropriate party at the address noted on the first page of this Agreement, unless by such notice the receiving party designates a different address in writing or if transmitted by electronic mail, when sent.
The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other available right or remedy.
In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
When used in this and referenced Agreements:
"Veridu" Veridu Ltd, UK Company Number 8885008, 9th floor, 107 Cheapside, EC2V 6DN, London, United Kingdom
"User" means the person being identified.
"Customer" means Veridu's customer (and its affiliates) as defined in a separate dated contract in which the customer is specified and further terms may be defined.
"Reseller" means an entity (and its affiliates) that sells Veridu's services to its customers and collects payment from their customer for such services. Reseller is eligible to receive a discount on each check performed by the customer
"Channel Partner" means an entity(and its affiliates) that redistributes Veridu's services to its customers for which Veridu takes payment directly from the customer. Channel Partner will be eligible to receive commission on each check performed by the customer
“Affiliate” means with respect to each party any legal entity that directly or indirectly controls, is controlled by, or is under common control with the party, but only for so long as such control continues. For purposes of this definition, “control” means the power, whether or not normally exercised, to direct the management and affairs of an entity. No entity shall be deemed to control a party unless such entity owns directly or indirectly fifty-one percent (51%) or more of its voting shares.
“Agreement” means this Agreement, including all references and exhibits hereto.
“Documentation” means all materials in written, computer readable or other form containing information about the Licensed Services that accompany the Licensed Services or that Veridu may deliver to Customer during the term of this Agreement.
“Effective Date” means effective date stated in ‘Customer agreement – part 1.
“Pricing” means this price lists which may be updated from time to time.
“Intellectual Property Rights” means all intellectual property rights under the laws of the United Kingdom, any of its states or territories and any other nation, including without limitation all patent rights, copyrights, trade secrets, trademarks, trade names and other proprietary rights.
“Licensed Territory” means Worldwide.
“Service Level Agreement” means this document which may be updated from time to time
“Terms and Conditions” means the description of Veridu’s general terms and conditions available through the Veridu Knowledge Center.
“Trademarks” means the trademarks listed on the Veridu Knowledge Center which Veridu may amend from time to time.