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Terms and Conditions

Please read these Terms carefully. By accessing or using our website (www.verabadge.com), or mobile application (app.verabadge.com) or services linked hereto (collectively the “Services”), you agree to be bound by the terms and conditions described herein and all terms incorporated by reference. If you do not agree to all of these terms, do not use our Services.

This Services is operated by Verabadge, LLC (“Verabadge”,” “we,” “our,” or “us”). These terms and conditions apply solely to your access to, and use of, the Services, and these terms and conditions (the “Terms”) do not alter in any way the terms or conditions of any other agreement you may have with Verabadge for products, services or otherwise.

We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on this page. We will let you know via email and/or a prominent notice on our Services, prior to the change becoming effective. You are advised to review these Terms periodically for any changes. Changes to these Terms are effective when they are posted on this page. If you do not agree to any amended Terms, you should stop using the Services. Please refer to our Privacy Policy, for information on how we collect, use and disclose information, including personal information from users of our Services.

Registration Data; Account Security.

In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration data, and any other information you provide to Verabadge, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the registration data and any other information you provide to Verabadge.

Account Deletion.

You may delete your account at anytime through the Account Settings page on the Services, or by emailing support@verabadge.com with your name and email address that was used to create your account. Even when deleting your account, your information may be retained by Verabadge in accordance with our Privacy Policy.

Subscription and Payment.

Users may become subscribers in order to access certain pages/materials/functionality on our Services. To become a subscriber, individuals must have a completed account on our Services, confirm their acceptance of these Terms, and arrange a payment method, if required. Payment methods are required for all users, and a valid credit or debit card must be kept on file in your user account.

Subscriptions may purchased on monthly or yearly basis and shall automatically renew on the day your subscription was activated every month, if monthly, or annually on the day your subscription was activated. All subscriptions will automatically renew, unless you cancel your subscription prior to its renewal. Failure to cancel your subscription will result in you being charged the entire annual or monthly subscription fee regardless of when your cancellation request is received. All subscription fees are non-refundable once your payment method has been charged.

Your subscription may be canceled by following the instructions on the “Subscription” section on your “Accounts Settings” page. We do not provide refunds of any kind for any subscription cancelled during the twelve (12) month or one (1) monthly subscription period. After your subscription is cancelled for any reason, all terms contained herein intending to survive such termination shall continue in full force and effect.

Copyrights and Trademarks.

All content, including names, images, logos and pictures identifying services of Verabadge or any of its site designs, text, graphics, interfaces, and the selection and arrangements thereof, is licensed by or is the exclusive property of Verabadge protected by intellectual property rights. Any software provided through or used to operate the Services is licensed, not sold, to you by us, and such license is limited to object code only. Please note that our Services may contain software governed by the license of a third-party, and you agree to abide by the terms and conditions of the same by using the Services. Except as expressly permitted herein, you must not, nor enable any other person to, rent, lease, lend, sell, redistribute, sublicense, copy, reverse engineer, decompile, translate, modify, rent, use as a service bureau, distribute copies of, adapt, create derivative works based on, or otherwise inappropriately use the Services.

Any trademark, service mark, copyright, logo, tradename, and/or the like (collectively, the “Marks”) contained in the Services, whether or not appearing in large print or with the trademark symbol, belongs exclusively to us or our licensors, and you may not use or display such Marks without our express written permission. Nothing in these Terms grants you any right to use our, or any third-party’s, Marks. In addition, such use of trademarks or links to the websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Verabadge or the Services.

Feedback.

You acknowledge and agree that any feedback, questions, comments, suggestions, ideas, or other information or materials regarding the Services or Verabadge that are provided by you in the form of email or other submissions to Verabadge, or any postings on the Services (collectively, “submissions”), are non-confidential and non-proprietary and shall become the sole property of Verabadge. Verabadge shall have exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose without acknowledgment or compensation to you. By providing submissions, you represent and warrant that: (a) you own and control all of the rights to the submissions or you otherwise have the right to provide such submissions to the Services; (b) the submissions are accurate and not misleading; and (c) use and posting of the submissions you provide does not violate the Terms and will not violate any rights of or cause injury to any person or entity.

User Content.

The Services may include interactive areas or services (“interactive areas”), such as forums, blogs, chat rooms or message boards, or other areas or services in which you or other users may create, post, share or store content, messages, materials, data, information, text, graphics, audio, video, or other items or materials on the Services (“User Content”). You are solely responsible for your use of such interactive areas and use them at your own risk. By using any interactive areas, you agree not to post, upload, transmit, distribute, store, create, or otherwise publish to or through the Services any of the following:

Although Verabadge has no obligation to do so, it reserves the right, and has absolute discretion to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense. Any use of the interactive areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination, or suspension of your rights to use the interactive areas and/or the Services.

Verabadge has the right to cooperate fully with any law enforcement authorities or court order requesting or directing Verabadge to disclose the identity or other information of anyone posting any materials on or through the Services. You waive and hold harmless Verabadge and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities.

Indemnification.

You agree to defend, indemnify and hold harmless Verabadge, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Services, your use of the interactive areas, or any act or omission relating to the Services or the User Content, including without limitation any actual or threatened suit, demand or claim made against Verabadge and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Terms or your violation of the rights of any third party.

Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY VERABADGE, THE SERVICES, AND ITS MATERIALS CONTAINED THEREIN AND THE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE “SERVICES”) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VERABADGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND AS TO ACCURACY OR RELIABILITY OF THE INFORMATION, CONTENT, FORMS OR OTHER SERVICES MATERIALS ACCESSED THROUGH THE SERVICES. VERABADGE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ITS MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. VERABADGE IS ALSO NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY ACTIVITIES OR EVENTS LISTED ON THE SERVICES OR FOR THE CONDUCT OF ANY EVENT OR ACTIVITY ORGANIZERS OF OTHER USERS OF THE SERVICES.

Verabadge is not responsible for typographical errors or omissions, including those relating to pricing, text or photography. While Verabadge attempts to make your access and use of the Services safe, Verabadge cannot and does not represent or warrant that the Services, or the Services materials are free of viruses or other harmful components.

Verabadge reserves the right to withdraw or amend the Services, and any Services materials provided on the Services, in our sole discretion, at any time, and without notice. Verabadge will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Verabadge.

Limitation of Liability.

IN NO EVENT SHALL VERABADGE OR OUR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR AFFILIATES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE SERVICES, THE CONTENT OR THE SERVICES MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM VERABADGE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, 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 VERABADGE RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VERABADGE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR THE SERVICES MATERIALS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO VERABADGE FOR ACCESS TO OR USE OF THE SERVICES.

BY USING THE SERVICES, YOU AGREE THAT YOU WILL LOOK ONLY TO THE ASSETS OF VERABADGE, AN UNINCORPORATED ASSOCIATION, FOR PAYMENT OF ANY OBLIGATION THAT MAY BECOME DUE FROM VERABADGE IN CONNECTION WITH YOUR USE OF THE SERVICES. NO MEMBER, OFFICER, EMPLOYEE, OR AGENT OF VERABADGE SHALL BE LIABLE FOR ANY SUCH OBLIGATION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF LIMITATION OF CERTAIN DAMAGES. THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Agreement to Arbitrate.

Any claim, dispute or controversy of any kind, regardless of the type of claim or legal theory or remedy (“claim”) by either you or Verabadge against the other arising from, relating to or in any way concerning the Terms, Privacy Policy, or any goods you receive from us (or from any advertising for any such goods) must, at the demand of either party, be submitted to and determined by binding and confidential arbitration in Cuyahoga County, Ohio, before a single arbitrator. To the extent issues of state law are implicated, the laws of the State of Ohio shall apply. The arbitration will be administered by the American Arbitration Association (“AAA”) pursuant to its comprehensive arbitration rules and procedures in effect at the time of the arbitration and in accordance with the expedited procedures in those rules. This agreement to arbitrate also includes: (i) claims relating to the enforceability or interpretation of any of these arbitration provisions; (ii) claims that relate directly to Verabadge and/or its affiliates, successors, assignees, employees, agents, or independent contractors; and (iii) claims asserted as part of a class action, private attorney general or other representative action, it being expressly understood and agreed to by you and Verabadge that the arbitration of such claims must proceed on an individual (non-class and non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis. The parties shall maintain the confidential nature of the arbitration proceedings and award, including the hearing, except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or enforcement of the award, or unless otherwise required by law or judicial decision. Judgment upon the award rendered by an arbitrator hereunder may be entered in any court having jurisdiction.

You hereby knowingly and voluntarily waive any right you have to a jury trial, or an appeal to a state or federal court of appeal, with regard to any dispute arising under, relating to, or in connection with the Terms, Privacy Policy, or any goods you receive from us (or from any advertising for any such goods). All such disputes shall be resolved through binding arbitration and no class action, consolidated action, private attorney general or other representative claims may be pursued in arbitration. By accepting this arbitration agreement, you agree to waive the right to initiate or participate in a class action, representative action, private attorney general action or consolidated arbitration in any matter encompassed by this arbitration provision.

Termination.

We may suspend, change, or terminate these Terms and/or your access to the Services or portions of the Services immediately and without notice, for any reason, including without limitation: (a) your breach of these Terms; (b) a request by law enforcement or other government agency; (c) our discontinuation of or material modification to the Services; and/or (d) an unexpected technical or security issue or problem. We also reserve the right, in our sole discretion, to terminate your access to all or part of any of the Services, for any reason, with or without notice.

Third Party Links.

Our Services may include links to other sites on the internet that are owned and operated by online merchants and other third parties. You acknowledge that Verabadge is not responsible for the availability of, or the content located on or through, any third-party Services. You should contact the Services administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and Verabadge is not responsible for your use of said third-party sites. We encourage you to review said privacy policies of third-party sites.

Governing Law.

These Terms are governed by and will be construed according to Ohio law, without respect to its conflict of law principles. You agree to submit to the jurisdiction of the courts situated in the State of Ohio with respect to any dispute, disagreement, or cause of action related to or involving our Services.

Miscellaneous.

If any provision of these Terms shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

Entire Agreement.

These Terms, with the Privacy Policy and any specific guidelines or rules that are separately posted for particular services of offers, contains the whole agreement between you and Verbadge regarding the use of the Services. The failure of Verabadge to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that your online account is nontransferable. No agency, partnership, joint venture or employment is created as a result of these Terms, and you may not make any representations or bind Verabadge in any manner.

Questions & Contact Information.

Questions or comments about the Services may be directed to Verabadge at contact@verabadge.com.

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