Welcome to www.xyverify.com (this "Website"). This Website is owned and operated by XYverify Corp. (collectively "XYverify," "we," "our," or "us") to provide information about, among other things, our corporate affairs, products, services, partners and also contact details. The terms "you," "your," and "yours" refer to anyone accessing, viewing, browsing, visiting or using the Website.
IMPORTANT - PLEASE READ CAREFULLY - THESE TERMS OF USE (THE "TERMS" OR THE "AGREEMENT") IS A LEGALLY BINDING AGREEMENT WHICH GOVERN YOUR USE OF THIS WEBSITE. BY ACCESSING, VIEWING, BROWSING, VISITING OR USING THIS WEBSITE YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THE AGREEMENT. IF YOU DO NOT ACCEPT ANY OF THE TERMS STATED HERE, PLEASE DO NOT USE THIS WEBSITE. THE COMPANY MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THE AGREEMENT AT ANY TIME BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION AND SHOULD THEREFORE VISIT THIS PAGE PERIODICALLY TO REVIEW THE AGREEMENT. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS WEBSITE.
Authorized Use
Subject to the Agreement, we authorize you to view and download the information and other materials at or through this Website only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not, without the prior written permission of the Company, "mirror" any material contained on this Website on any other server. Additional terms and conditions may apply to your use of any products and services offered through this Website. Please review all such terms and conditions before you use any of our products and services.
Ownership
You acknowledge and agree that this Website uses and contains proprietary and confidential technology and information owned by or licensed to us, and protected by applicable intellectual property and other laws and international treaties. The content displayed on or through this Website, including without limitation all information, data, text, software, photographs, graphics, video, or other materials (the "Content") is copyrighted by us or our licensors under United States and international copyright laws. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content.
Certain words and logos displayed on this Website and which may or may not be designated on this Website by a "™" "®" "SM" or other similar designation, constitute trademarks, trade names, or service marks (collectively, "Marks") of XYverifyor other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or our respective licensors.
Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any information displayed on the Website, through the use of framing, deep linking or otherwise, except: (a) as expressly permitted by these Terms; or (b) with prior written permission from us or the third party that may own the trademark or copyright of information displayed on this Website.
Disclaimers
YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND THE PRODUCTS SHALL BE AT YOUR SOLE DISCRETION AND RISK. THE WEBSITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, XYVERIFY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. XYVERIFY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THIS WEBSITE AND/ OR THE CONTENT OR ABOUT THE RESULTS TO BE OBTAINED FROM USING THIS WEBSITE AND/ OR THE CONTENT. XYVERIFY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR LOSS OF PROFITS OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL XYVERIFY OR ITS AFFILIATES, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED AT THE WEBSITE, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER IN AN ACTION AT LAW, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION; OR AN ACTION IN EQUITY, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AVAILABLE THROUGH THIS WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnity
You agree to defend, indemnify, and hold harmless XYverify, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of this Website or your breach of the Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.
Links to Other Sites
The Website may provide links to third-party websites or resources and contain third-party advertisements. We have no control over such websites and resources and you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) any sites or resources that this Website provides links to or that provide links to this Website, or (ii) any content, goods, or services available on or through any such sites or resources. We take no responsibility for third party advertisements which are posted on this Website, nor do we take any responsibility for the goods or services provided by its advertisers. Your dealings with, or participation in promotions of, any third-party advertisers or other third-party providers of goods or services found on or through this Website and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider.
User Information
The Company may use the information it obtains relating to you, including, but not limited to, your Internet Protocol ("IP") address, name, mailing address, email address and use of this Website, for its internal business and marketing purposes and may disclose the information to third parties for such purposes, strictly subject to the privacy specifications set forth in our Privacy Policy incorporated herein by this reference and posted on this Website.
General
The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws principles. If any dispute relating in any way to the Agreement or your use of this Website shall be submitted to confidential arbitration in New York, NY USA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of New York, USA and you consent to exclusive jurisdiction and venue in such courts. Arbitration under the Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under the Agreement shall be joined to an arbitration involving any other party subject to the Agreement, whether through class arbitration proceedings or otherwise. You may not assign or transfer the Agreement, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provisions will be null and void and of no force or effect. We may assign the Agreement freely at any time without notice. Subject to the foregoing, the Agreement will bind and inure to the benefit of each party's permitted successors and assigns. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of the Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of the Agreement will remain in full force and effect. The Agreement constitutes the entire and exclusive understanding and agreement between you and us regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral.