Terms of Service - Medical Marijuana Certification Software and Telemedicine

Please read this Agreement carefully, when you agree to the terms to access the software this becomes a legally binding contract.

The VERIFY MC Services may consist of but is not limited to: (1) Patient CRM; (2) Verifying Patients (3) Email and SMS Notifications, (4) Telehealth and/or (5) POS.

By clicking “I Agree” to access to the software and accessing or using the VERIFY MC service, you agree to be bound by the terms and conditions of this Agreement. If you do not choose to be bound by this Agreement, you are not authorized to access or use the VERIFY MC Service and/or any of its components.

1. User Requirements And Authorized Access

1.1 Authorized Users. In order to use VERIFY MC Services, you must be a state licensed physician, caregiver or other medicinal cannabis collective or dispensary. Authorized Users are defined as a licensed physician or other licensed healthcare professional a (“Provider”) or a staff member who is not a physician or other person/s authorized to use the VERIFY MC Services by a Provider that has agreed to this Agreement ( “Authorized User”). By registering to use VERIFY MC Services, you warrant and represent that you have reasonable levels of malpractice and related liability insurance coverage for you and any Authorized User, including but not limited to coverage for electronic messaging. If you are registering on behalf of a Healthcare group (“Group”), you represent and warrant that you have the authority to accept this Agreement on behalf of all Providers that are associated with the Group that wish to use the VERIFY MC Services, including contract Providers, and to bind such Providers to the terms of this Agreement to insure that each user of the VERIFY MC is properly licensed.

1.2 License. Subject to this Agreement, VERIFY MC hereby grants you a limited,non-transferable and revocable, non-exclusive license to use the VERIFY MC software.

1.3 Agree to Not Reproduce. You agree not to reproduce or copy any text, data, graphics, images, videos, audio, interfaces or other works created by VERIFY MC.

1.4 Reverse Engineering. Absolutely No Reverse Engineering. You agree not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.

1.5 Compliance. You and/or any other person on whose behalf you are entering into this Agreement with agree to use the VERIFY MC Services in a way that is consistent with all applicable ethical and professional standards and requirements as well as local, state, and national laws and regulations. VERIFY MC reserves the right to provide information to government agencies or legal authorities, and/or any injured third parties in the investigation of any criminal activity.

2. VERIFY MC Account

2.1 Restrictions on Use. You will not, and will ensure that any employee or contractor who is a physician or non-physician, who is authorized to access and use the VERIFY MC Software will not, directly or indirectly: (a) sublicense, sell, lease or otherwise transfer the VERIFY MC Software; (b) use or permit the use of the VERIFY MC Software in the operation of a service for others; (c) modify, copy or make derivative works based on the VERIFY MC Software, or VERIFY MC’s web site; (d) create Internet links to or from the VERIFY MC Software for others or frame or mirror any of VERIFY MC ‘s web site pages or other content that forms part of the VERIFY MC Software; (e) use the VERIFY MC Software to transmit material containing software viruses or other harmful computer code, files, scripts, agents or programs; (f) interfere with or disrupt the integrity or performance of the VERIFY MC Software or the data contained thereon; or (g) attempt to gain or grant to others unauthorized access to the VERIFY MC Software. You agree and warrant that your VERIFY MC Account will not be used by you for any unlawful activities. You will not post, link to, transmit, or store any content or other information or communication that is prohibited by law, regulation and/or statute or is otherwise inconsistent with professional practice.

2.2 Multiple Users. Only the number of users for which you have paid a monthly subscription fee for may access and use the VERIFY MC Software at any one time. Logged-in users may not share a logged-in identity or password to circumvent the concurrent user limitation. You may add more employees and contractors on the terms and conditions offered by VERIFY MC. Unauthorized use, may limit access to the VERIFY MC Software.

2.3 Right to Audit. VERIFY MC reserves the right to audit you and each employee’s or contractor’s use of the VERIFY MC Software to verify compliance with this Agreement. VERIFY MC may elect at its sole discretion to monitor some, all, or none of the areas of your VERIFY MC Account for adherence to the terms of this Agreement and its policies. If VERIFY MC is notified or otherwise becomes aware of actions, of you or any user of your VERIFY MC Account, that are alleged not to conform to this Agreement or VERIFY MC otherwise believes is inappropriate, VERIFY MC may investigate the allegation and determine in good faith and at its sole discretion whether to remove or request the removal of content from your VERIFY MC Account or suspend or terminate this Agreement and/or your VERIFY MC Account. VERIFY MC shall have no liability or responsibility to you in respect of its performance or lack of performance of such activities.

2.4 Content. VERIFY MC creates for you a VERIFY MC account that you can customize to include content you create or add content that you secure permission from third parties to use. You are responsible for obtaining permission for all content entered into VERIFY MC software.

2.5 OPERATIONS AND SERVICES. VERIFY MC reserves complete and sole discretion with respect to the operation of the VERIFY MC Services. VERIFY MC may, among other things withdraw, suspend or discontinue any functionality or feature. You are responsible for developing and maintaining procedures to protect your information. For the sole purpose of VERIFY MC’s internal operation and system maintenance or as may otherwise be permitted by you, VERIFY MC may use, copy, display, store, translate, and reformat your information, and distribute such information to multiple computer systems in accordance with VERIFY MC’s Privacy Policy VERIFY MC does not guarantee that such procedures will prevent the loss or alteration of, or improve access to your information. Except as provided for under this Agreement or applicable law, VERIFY MC is not responsible for maintaining data arising from use of the VERIFY MC Services. VERIFY MC will handle and maintain data in accordance with its internal operating procedures. VERIFY MC is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers.

3. Your Obligations and Requirements

3.1 Your Obligations. (a) You will provide access to any data or materials VERIFY MC may request in order to perform under this Agreement. (b) You will provide technology to access and operate the VERIFY MC Software that meets the standard system requirements described in the applicable Documentation. You are responsible for obtaining and maintaining at your expense all necessary hardware, software, modems, Internet connections and other items necessary for you and your employees and contractors to access and use the VERIFY MC Software securely, including, and without limitation, firewalls and other security software. You will notify VERIFY MC prior to implementing any system changes that may affect its access to or use of the VERIFY MC System. VERIFY MC may assist you in addressing any issues caused by your system changes as mutually agreed by the parties in writing, for an additional fee. VERIFY MC SHALL HAVE NO LIABILITY WITH RESPECT TO ANY SUCH PHYSICIAN SYSTEM CHANGES OR ANY HARDWARE, SOFTWARE, MODEMS, INTERNET CONNECTIONS, INTERNET ACCESS SERVICES OR OTHER ITEMS PROVIDED BY PHYSICIAN OR ANY THIRD PARTY, OR ANY UNAUTHORIZED ACCESS TO THE SYSTEM, ANY EMR OR ANY PHYSICIAN PROPRIETARY INFORMATION OR SECURITY ISSUES ASSOCIATED WITH ANY OF THE FOREGOING.

3.2 Patient Verification. You agree to be solely responsible for verifying the identity and authenticity of the patients who identify themselves to you and with whom you or your employees or contractors communicate through the VERIFY MC Services. (a) You may make available to your patients a VERIFY MC ID number. You are solely responsible for the information contained in your treatment response. VERIFY MC makes no warranty as to the content of any treatment response. You are responsible for verifying the accuracy, reliability and completeness of the information contained in your treatment response. Nothing contained in the VERIFY MC Services shall be construed, directly or indirectly, as the practice of medicine or dispensing of medical services by VERIFY MC.

3.3 You shall not, and shall cause its employees or contractors not to access or attempt to access any Patient Information without the Patient’s authorization or to collect or attempt to collect personal information about third parties without their knowledge and consent.

3.4 You will ensure that any of your data or other software or electronic data provided by you to VERIFY MC or used by you under this Agreement has been checked and cleared by commercially available and generally accepted tools for detecting computer viruses and other disabling code (collectively “Viruses”) known at the time of submission of such information or software. You are responsible for any Viruses it introduces into the VERIFY MC Software.

3.5 You may not grant access to the VERIFY MC Software to any persons other than its own employees and contractors who are bound by contractual obligations of confidentiality and limitation of use sufficient to give effect to this Agreement. Sharing of Passwords and your information is prohibited and at your own risk. You agree to use reasonable efforts to prevent unauthorized access to the VERIFY MC Software and will promptly notify VERIFY MC of any unauthorized access or use if aware of it’s existence. You are responsible for all activities that occur under of any Password even if unauthorized, unless due to VERIFY MC’s fault or a failure of the VERIFY MC Software. You will make reasonable attempts to limit access to and maintain confidentiality and privacy of sensitive or specially protected Patient Information. You will alert all employees and contractors of, and is liable for each employee and contractor’s compliance with, the terms and conditions of this Agreement.

3.6 You shall not, and shall cause your employees or contractors not to, use the VERIFY MC Services for any Patient who is not a resident of the state where you are practicing and where the Patient is being evaluated.

3.7 Email Address. You agree to keep your account’s email address current, and grant VERIFY MC permission to communicate with you using this email address. You may opt-out of email notifications by providing notice by email or in writing to VERIFY MC.

4. Intellectual Property And Copyright Materials

4.1 You acknowledge and understands that the VERIFY MC Software and the other products and services supplied by VERIFY MC have been developed and/or are proprietary to VERIFY MC and are protected by United States and international intellectual property laws. You acknowledge that VERIFY MC is is the sole and exclusive owner of the Software and of all associated federal intellectual property registrations and pending registrations, as applicable, and you shall do nothing inconsistent with such ownership. You further agree that you will not claim ownership rights to the Software, or any derivative, compilation, sequel or series, or related Work owned by VERIFY MC. You agree that nothing in this Agreement shall give you any right, title, or interest in the Software other than the right to use the same in accordance with the terms of this Agreement. All software and accompanying documentation made available for download from VERIFY MC is the copyrighted work of VERIFY MC. The copyright holder retains software and documentation ownership. Ownership is not transferred to you; rather, you are licensed to use the software and documentation.

5. Payments and Fees

5.1 Subscriptions. Our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating.

5.2 Delinquent Accounts.. VERIFY MC reserves the right to assess a 2 and 3 % monthly charge on delinquent invoices or the highest rate permissible by applicable law, whichever is less. You agree to fully reimburse VERIFY MC for all collection expenses on delinquent accounts, including attorney fees.

6. Termination Of Agreement and Duration Term

6.1 This Agreement shall initiate upon the date you first access VERIFY MC Software and/or complete the registration process therein and will continue unless terminated by either party. Either you or VERIFY MC may terminate this Agreement and your right to use the VERIFY MC Services at any time, with or without cause, upon notice. VERIFY MC also reserves the right to terminate or suspend your use of or access to the VERIFY MC Services for any reason, without prior notice, but VERIFY MC will confirm such termination or suspension by subsequent notice. This Agreement and the licenses granted hereunder shall terminate without notice in the event you (or any individuals who are “patients” pursuant to your subscription) fail to comply with the terms and conditions of this Agreement, or the rules for use of the VERIFY MC Services promulgated by VERIFY MC from time to time. Upon any termination, you will destroy all copies of VERIFY MC Materials in your possession and cease any access to or use of the VERIFY MC Services.

6.2 Termination. VERIFY MC may terminate this Agreement upon written notice if you fail to cure a payment breach within fifteen (15) days after written notice specifying the breach and at any time without cause upon thirty (30) days written notice. In addition, VERIFY MC may terminate this Agreement effective upon written notice in the event that the VERIFY MC Software, Access Services or your or any third party’s use thereof becomes, or in VERIFY MC’s judgment is likely to become, subject to any law, rule, regulation, ordinance, decision, or legal or regulatory action. Either party may terminate this Agreement if (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice describing such breach; (b) the other party commits a material breach that by its nature is incurable; or (c) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, reorganization, or receivership, or a trustee, receiver, or liquidator is appointed for the other party or a substantial part of its assets, or the other party becomes insolvent, unable to pay its debts as they become due, or makes any assignment for the benefit of its creditors.

6.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) VERIFY MC will cancel all Passwords and cease providing the VERIFY MC Services to you or any employee or contractor; (b) You will, and will cause all employees or contractors to, stop using the VERIFY MC Software; (c) all payment obligations of you through the effective date of expiration or termination will immediately become due; (d) each party will, at the other party’s option, promptly return or destroy all copies of the other party’s Proprietary Information in its possession or control. All provisions which by their nature or their express terms survive expiration or termination will continue thereafter until fully performed.

6.4 Customer Records. VERIFY MC reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the VERIFY MC Services pursuant to its internal record retention and/or destruction policies as such policies may be amended. At a minimum, VERIFY MC will retain information as long as required by any applicable law or regulation.

7. Disclaimer

7.1 (You). You represent warrant and covenant that: (a) You have the full power and authority to enter into this Agreement, (b) You possess a license in good standing to practice medicine issued by the Medical Board of the state where you are practicing medicine,(c) Each Patient is a resident of the state where the Patient is being evaluated,(d) Each Patient is over 18 years of age or, if a Patient is under 18 years of age, you have obtained all necessary consents and releases from the Patient’s parent or legal guardian required under any applicable laws, rules, regulations, ordinances and decisions in connection with such Patient and any medical examination, assessments and recommendations made by you for such Patient; (e) You have and will obtain from each Patient or a Patient’s parent or legal guardian all express written consents and authorizations required under applicable law to access and use the VERIFY MC Services and create, transfer, and take any other action taken by you or your employees or contractors in connection with, the Patient’s EMR; (f) You do not and will not prescribe, sell or otherwise provide to any Patient or Primary Caregiver, or otherwise aid or abet distribution or possession of, any medication, or provide any information regarding acquiring or using any medication, in violation of any applicable local, state or federal law, rule, regulation, ordinance or decision; and (g) You own or have the right to provide to VERIFY MC the Physician Information, Patient Information, and any data or materials furnished to VERIFY MC hereunder; and (h) the Physician Information and Patient Information does not and will not contain any content, materials, advertising, or other items or information that infringe or violate any applicable law, regulation or right of any third party, including without limitation export laws or any proprietary, intellectual property, contract, privacy or publicity right or any other third party right.

7.2 (VERIFY MC). VERIFY MC represents and warrants that (a) it has the full power and authority to enter into this Agreement; (b) it owns or has the right to provide to you the VERIFY MC Services; and (c) it will provide the VERIFY MC Services in a professional manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VERIFY MC SYSTEM AND ACCESS SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED. VERIFY MC HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SYSTEM OR ACCESS SERVICES OR THEIR ACCURACY, RELIABILITY OR CORRECTNESS AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. VERIFY MC DOES NOT WARRANT THAT THE SYSTEM OR ACCESS SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. VERIFY MC MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES USED IN CONNECTION WITH THE SYSTEM OR ACCESS SERVICES OR THE INSTALLATION, SET-UP OR CONFIGURATION OF, OR INTERFACES OR INTEROPERABILITY WITH, ANY THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION YOUR DESKTOP SYSTEMS AND ANY CHANGES THERETO. YOUR USE OF THE VERIFY MC INFORMATION, PATIENT INFORMATION, SYSTEM, AND ACCESS SERVICES.

8. Proprietary Information and Confidentiality

8.1 Confidentiality. Each party acknowledges that it may have access to Proprietary Information of the other party. Each party will keep Proprietary Information confidential and will only use such Proprietary Information to perform their obligations under this Agreement and use substantially the same high degree of care to maintain the confidentiality of such Proprietary Information as the receiving party uses with respect to its own Proprietary Information. Each party agrees that it shall not disclose, transfer, use, copy, or allow access to any such Proprietary Information to any employees or to any third parties, except for those who are bound by contractual obligations of confidentiality and limitation of use sufficient to give effect to this Section and this Agreement. In no event shall either party disclose Proprietary Information to any competitors of the other party. Proprietary Information shall survive expiration or termination of this Agreement for any reason.

8.2 Required Disclosure. The foregoing obligations shall not apply to any Proprietary Information that is disclosed by the receiving party pursuant to the order or requirements of a governmental administrative agency or other governmental body provided that such disclosure is pursuant to a protective order and the disclosing party has been notified of such a disclosure request in advance. However, if the receiving party is compelled by a court order to disclose the disclosing party’s Proprietary Information, the receiving party shall promptly notify the disclosing party and reasonably assist the disclosing party in obtaining a protective order or in securing any other reasonable method for maintaining the confidentiality of the disclosing party’s Proprietary Information.

8.3 Remedies. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of this Section, the other party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. Legal Notices

9.1 Disclaimers. While it is in VERIFY MC’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND VERIFY MC DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

9.2 Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERIFY MC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Verify MC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.3 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF VERIFY MC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO VERIFY MC FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$25.00.

9.4 Force Majeure. Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

10. Changes and Updates

10.1 Changes to Terms. VERIFY MC may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. VERIFY MC may also provide notification of changes on its blog or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require VERIFY MC to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

10.2 Changes to Services. VERIFY MC constantly changes and improves the Services. VERIFY MC may add, alter, or remove functionality from a Service at any time without prior notice. VERIFY MC may also limit, suspend, or discontinue a Service at its discretion. If VERIFY MC discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. VERIFY MC may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

11. Indemnification

11.1 (You). You agree to defend, indemnify, and hold harmless VERIFY MC and its employees, contractors, officers, and directors from all liabilities, claims, and expenses, including reasonable attorney’s fees, that arise out of or related to (i) Your use or misuse of the Service, Your use or attempted use of any facility or equipment connected to the Service, any viruses or other harmful components resulting from Your use of the Service, or Your breach of the Acceptable Use Policy; or (ii) except to the extent that such liability, claim or expense is attributable to any willful misconduct on the part of VERIFY MC, any action brought by any third party against VERIFY MC for infringement of intellectual property rights due to Your use of the Service. VERIFY MC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Propel in asserting any available defenses.

11.2 (VERIFY MC). VERIFY MC will defend, indemnify and hold harmless you, its Affiliates and their officers, directors, employees and agents from and against all Claims by any third party arising out of (a) VERIFY MC ‘s material breach of this Agreement; (b) the negligent or willful acts or omissions of VERIFY MC, its agents, employees or subcontractors; (c) any VERIFY MC Information; or (d) any claim alleging that the System or Access Services provided by VERIFY MC hereunder infringes or otherwise violates any U.S. patent, trade secret, copyright, trademark, privacy, publicity or other intellectual property right or proprietary right of any third party; provided that you provide VERIFY MC with prompt written notice of the Claim, permits VERIFY MC to control the defense, settlement, adjustment or compromise thereof, and cooperates in the defense of such Claim at VERIFY MC ‘s reasonable request and expense. VERIFY MC ‘s duty to indemnify under subsection (d) will not apply if and to the extent any alleged infringement arises from (1) the Physician Information or Patient Information or any other information, technology, processes or services of you, (2) any third party information, technology, processes or services not provided by VERIFY MC, (3) the combination of the Software, System or Access Services with any third party information, technology, processes or services, (4) Your failure to implement any update, modification or replacement provided by VERIFY MC, or (5) any modifications to the Software, System or Access Services made by a party other than VERIFY MC except at VERIFY MC ‘s direction. To limit its liability, VERIFY MC may at any time modify or replace any infringing or allegedly infringing Software, Documentation, System or Access Services, obtain for you the right to continued use of the infringing or allegedly infringing Software, Documentation or Access Services or terminate this Agreement upon written notice to you. VERIFY MC will have no obligation hereunder for any Claims if and to the extent arising from the negligence or willful acts or omissions of you, its Affiliates, or any of their officers, directors, employees, Users or agents. THE FOREGOING STATES THE ENTIRE RESPONSIBILITY OF VERIFY MC, AND THE EXCLUSIVE REMEDY OF YOU WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR TRADE SECRET VIOLATION.

12. Miscellaneous

12.1 Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

12.2 Cumulative Remedies. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, and the balance of this Agreement will remain in full force and effect.

12.3 This Agreement and all Exhibits hereto constitute the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound; provided, however, that in the event that the Software, Access Services or you or any third party’s use thereof becomes, or in VERIFY MC opinion is likely to become) subject to any law, rule, regulation, ordinance, decision, or legal or regulatory action, in addition to any other rights and remedies of VERIFY MC, VERIFY MC may amend this Agreement to address such law, rule, regulation or action and such amendment shall be effective upon ten (10) business days’ prior written notice to you.

12.4 Notice. VERIFY MC may deliver notice to you under this Agreement by means of electronic mail to the e-mail address you provided VERIFY MC in registration, by a general notice on the VERIFY MC Web site, or by written communication delivered by first class U. S. mail or express courier to your address on record in the VERIFY MC Services account information. You may give notice to VERIFY MC at any time via electronic mail to VERIFY MC or by letter delivered by first class postage prepaid U. S. mail or overnight courier to:

VERIFY MC
15 Macarthur Pl. Santa Ana CA, 92707
Email: verifymc@gmail.com

12.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law rules that may give a contrary result. You agree that any legal action or proceeding between you and VERIFY MC for any purpose concerning this Terms of Use shall be brought exclusively in a court of competent jurisdiction sitting in Los Angeles County, California, United States. You agree to submit to the personal jurisdiction of, and that venue is proper in, any federal or state court in Los Angeles County, California, United States. Any cause of action or claim you may have with respect to VERIFY MC must be commenced within one (1) year after the claim or cause of action arises, except to the extent such limitation is not enforceable under or in violation of applicable law.

12.6 Assignment. You shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the prior written consent of VERIFY MC. This Agreement will be binding on and inure to the benefit of the parties, their successors and assigns.

12.7 No Third Party Beneficiaries. This Agreement is solely for the benefit of, and is enforceable only by, VERIFY MC and you. It is not for the benefit of any other person, except for permitted successors and assignees under this Agreement.

12.8 Waiver. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Agreement, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

12.9 Independent Contractors. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between you and either VERIFY MC or any employee or agent of VERIFY MC.

12.10 Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

12.11 Headings. The headings for the different sections are for convenience only and shall not affect the meaning of the provisions of this Agreement.