Terms of Use

VERIFIED TREATMENT, INC.
TERMS OF USE

Last Updated: September 8, 2020

These Terms of Use (which, together with the Facility Terms below, are the “Terms”) are effective immediately for Guests accessing or using the Verified Treatment, Inc. (“Verified”) Service without an Account or those registering Accounts on or after September 8, 2020.

These Terms govern your access to or use of our products and services, including those offered through our websites, events, communications (e.g., emails, phone calls, and texts) and mobile applications (collectively, the “Service”). These Terms apply to both you, as a Guest of the Service, as well as Facility Accounts on Verified. The Facility Terms below further supplement the Terms for Facility Accounts. The Verified Privacy Policy further described below, any subscription agreements related to the Services (each, a “Subscription”) pursuant to a Facility Account, and any community guidelines that Verified may provide, are all considered part of these Terms. These Terms apply to any use of the Services, whether in connection with a Subscription or free trial. By accessing or using the Service, you are agreeing to these Terms, which form a legally binding contract with Verified Inc., a Delaware corporation with its headquarters in Palm Beach County, Florida.

PLEASE READ THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 13. IT AFFECTS HOW DISPUTES ARE RESOLVED.

1. DEFINITIONS

Parties.

“You” and “your” refer to you, as a Guest of the Service. A “Guest” is someone who accesses or in any way uses the Service. “We,” “us,” and “our” refer to Verified and its subsidiaries.

Content.

“Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, photos, videos, direct messages, following activities, and information that you contribute to your Guest profile or suggest for a Facility page. “Guest Content” means Content that Guests submit or transmit to, through, or in connection with the Service. “Verified Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than Verified or its Guests, which is made available in connection with the Service. “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, Guest Content, Verified Content, and Third Party Content.

Sites and Accounts.

“Guest Site” means Verified’s website for Guests seeking interaction with Facilities ([website] and related domains) and mobile applications. “Guest Account” means the account you create to access or use the Guest Site. “Facility Account” means the account you create to access or use the Verified Facility website at VerifiedTreatment.com and mobile applications. “Account” means any Guest Account or Facility Account.

2. CHANGES TO THE TERMS

We may modify the Terms from time to time. The most current version of the Terms will be located here. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, by posting notice on the Service, and/or by other method prior to the effective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes.

3. NO RECOMMENDATIONS OR MEDICAL ADVICE

Verified is not a referral service and does not recommend or endorse any particular Facility. Verified is only an intermediate platform that provides specific information about Facilities. We do not offer advice regarding the quality or suitability of any particular Facility for specific treatments, conditions, or therapy, and no information on the Service should be construed as health or medical advice. Any ratings and accompanying Facility information provided by Guest Accounts consists of statements of opinion and not statements of fact or recommendations to utilize the services of any specific Facility. You should obtain any additional information necessary to make an informed decision prior to utilizing any specific Facility.

You assume all responsibility in connection with choosing any Facility, whether or not you obtained information about such Facility on or through this Service. Verified and its licensors, suppliers and affiliates, and the directors, officers, agents, and representatives of each, assume no (and hereby disclaim all) responsibility or liability of any kind, for any advice, treatment or other services rendered by any Facility, or for any malpractice claims and other claims that may arise directly or indirectly from any such advice, treatment or other services.

4. USING THE SERVICE

Eligibility.

By agreeing to these Terms, you represent that you are at least the age of majority in your jurisdiction of residence, or that you are the age of majority in your jurisdiction of residence and you have given us your consent to allow any of your minor dependents to use the Services. Additionally, you represent and warrant that you have the right and authority to enter into this Agreement, whether on behalf of yourself or the person or entity that you represent. If you are under the age of majority, please do not submit any personal information to the Services. If you are 13 years old or younger, please do not use the Service for any purposes. Additionally, you may not access or use the Service if: (1) you believe you are a competitor of ours, (2) We deem you as a competitor of ours, or (3) We have previously banned you from the Service. To the extent that you do not meet the eligibility requirements as set forth herein, Verified may, at its sole discretion, elect to terminate your Account.

Permitted Use.

We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

Service Availability.

The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Accounts.

You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. You must provide complete and accurate information about yourself when creating an Account, and you may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Guest Account to another person without Verified’s prior approval.

Communications.

By accessing or using the Service, you consent to receive communications from other Guests and Verified through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Verified or Facilities listed on Verified, and may be initiated by Verified, businesses listed on Verified, or other Guests. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with Verified or made through the Service may be monitored and recorded for quality purposes.

You can opt-out of certain communications by sending an email tosupport@verifiedtreatment.com.

Privacy.

By accessing and/or using the Service, you represent and warrant that you have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America; and

5. CONTENT

Responsibility for Your Content.

You alone are responsible for Your Content, and once submitted, posted, or transmitted to or through Verified, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Verified.

You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.

Our Right to Use Your Content.

By uploading Your Content to the Service, you automatically grant (or warrant that the owner of such rights has expressly granted) Verified and any and all subsidiaries, affiliates, and successors, a world a worldwide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable right and license to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display Your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Service. Other than the above license, you retain all rights in Your Content. Please note that you also irrevocably grant the Guests of the Service and the right to access Your Content in connection with their use of the Service. Additionally, you irrevocably waive, and cause to be waived, against Verified and its Guests any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. You may modify or remove Your Content via your Account or by terminating your Account, but Your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services and may still be used by Verified, as outlined in our Privacy Policy.

Ownership.

As between you and Verified, you own Your Content. We own the Verified Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of Guest Content and other Service Content), computer code, products, software, aggregate of any ratings, and all other elements and components of the Service excluding Your Content, Guest Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Verified Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Verified Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Verified Content are retained by us.

The following actions are permissible uses by you of the Verified Content:

Your computer may temporarily store copies of the Verified Content in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.
If we provide social media features, such as allowing you to share items you find in our blog or newsletter section through social media links in those posts, you may take such actions as are enabled by such features.

Other.

Guest Content (including any that may have been created by Guests employed or contracted by Verified) does not necessarily reflect any opinion of Verified. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate Guest Content at our sole discretion for any reason or no reason, and without notice to you.

Facility Licensure.

Verified will review, to the best of its ability, any and all state licensure provided by a Facility with the applicable state designated agency to confirm that the aforementioned license comports with the information provided in the appropriate governmental database; provided, however, that Verified does not represent, warrant, nor guarantee the accuracy of any governmental database provided by a state designated agency, or any information provided therein.

6. REPRESENTATIONS AND WARRANTIES

We are under no obligation to enforce the Terms on your behalf against another Guest. While we encourage you to let us know if you believe another Guest has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion. By using or accessing our Service, you represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:

Post any fake or defamatory review, or compensate someone or be compensated to post, refrain from posting, or remove a review;
Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
Promote a Facility or otherwise use the Service for commercial purposes, except in connection with a Facility Account in accordance with the Facility Terms;
Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results or any third party website;
Solicit personal information from minors, or submit or transmit pornography;
Violate any applicable law;
Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Verified;
Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by Verified;
Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice here;
Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
Record, process, or mine information about Guests;
Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database Facilities or business reviews;
Reformat or frame any portion of the Service;
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Verified’s technology infrastructure or otherwise make excessive traffic demands of the Service;
Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

If we reasonably suspect that you have used the Service for unauthorized, illegal, or criminal purposes, we have express authorization to share information about you, your Account, and any activity, with law enforcement. We reserve the right to exercise whatever lawful means we deem necessary in order to prevent unauthorized access to or use of the Service, including, but not limited to, technological barriers, IP mapping and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

7. ADDITIONAL POLICIES AND TERMS

Copyright Disputes.

You agree to follow our Copyright Dispute Policy under Section 12 in notifying us about disputes concerning Guest Content. You agree we may forward any notification sent pursuant to our Copyright Dispute Policy to the Guest who submitted the Guest Content at issue.

Additional Terms.

Your use of the Service is subject to any and all additional terms, policies, rules, or guidelines that we may post on or link to from the Service (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms. If you have a Facility Account, the Facility Terms provided below apply to you.

8. SUGGESTIONS AND IMPROVEMENTS

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Verified and its Guests any claims and assertions of any moral rights contained in such Feedback.

9. THIRD PARTY CONTENT AND SERVICES

The Service may host Third Party Content or include links to other websites or applications (each, a “Third Party Service”). We do not control or endorse any Third Party Content or Third Party Service. You agree that we are not responsible for the availability, accuracy, or content of any such Third Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is at your own risk.

Some of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies, including without limitation the ones posted here. It is your responsibility to familiarize yourself with any such applicable third party terms.

Except as otherwise stated in this Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

10. INDEMNITY

You agree to indemnify, defend, and hold harmless Verified, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Verified Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service, including Your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Verified reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Verified. Verified will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE VERIFIED ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE VERIFIED ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE VERIFIED ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE VERIFIED ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE FACILITY LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.

THE VERIFIED ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE FACILITIES LISTED ON THE SERVICE OR THE SERVICE’S USERS. ACCORDINGLY, THE VERIFIED ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE FACILITIES LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

THE VERIFIED ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE VERIFIED ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

THE VERIFIED ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE VERIFIED ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 11 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

12. COPYRIGHT DISPUTE POLICY

We have adopted the following policies and procedures with regard and copyright infringement in accordance with Title 17, United States Code, Section 512(c), which is part of the Digital Millennium Copyright Act (“DMCA”). The address of Verified’s Designated Agent to receive notification of claimed infringement (“Designated Agent”) is provided at the bottom of this section. It is our policy to (i) respond to notices of alleged copyright infringement that comply with the DMCA; and (ii) terminate the Accounts of Guests determined by Verified to be a “repeat infringer” as referenced in the DMCA. We reserve the right to remove Your Content alleged to be infringing without prior notice and at our sole discretion.

Procedure for Reporting Copyright Infringements.

If you are the copyright owner or agent thereof, and believe that your copyright is being infringed in connection with the Service, please send a written notification to the Designated Agent detailing the alleged infringement. Your written notification must include:

Identification of the copyrighted work that you claim has been infringed;
Identification of the Content on the Service that allegedly infringes upon the copyrighted work at issue, and information reasonably sufficient to permit us to locate such Content;
A statement by you that you have a good faith belief that the use of the Content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address). Please note that we may, at our sole discretion, send a copy of such notices to third parties for publication. Please note that you may be subject to liability under Section 512(f) of the DMCA if you materially misrepresent that Content on the Service infringes your copyright.

Procedure to Supply a Counter-Notice to the Designated Agent.

If you believe that Your Content has been mistakenly removed from the Service pursuant to this Copyright Dispute Policy, you may send a written counter-notice to the Designated Agent. Your written counter-notice must include:

Identification of the copyrighted Content that was removed, and the location on the Service where it would have been found prior to its removal;
A statement under penalty of perjury that you have a good faith belief that the Content was removed as a result of a mistake or misidentification;
A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is located outside the United States, for any judicial district in which Verified is located, and that you will accept service of process from the person who sent the original infringement notice to Verified, or an agent of such person; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

Address for Designated Agent.

Please contact the Designated Agent at :

Legal@Verifiedtreatment.com or Verified Treatment Registered Agent, 2385 Executive Center Drive, Suite 250, Boca Raton, Florida 33431.

ARBITRATION, DISPUTES, AND CHOICE OF LAW

EXCEPT FOR EXCLUDED CLAIMS: ANY CLAIM, CAUSE OF ACTION, REQUEST FOR RELIEF OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND VERIFIED (“CLAIMS”) MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN OUR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND VERIFIED AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU AND VERIFIED EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.

“Excluded Claims” means: (a) Claims brought by you or Verified that could be brought in small claims court, if permitted by the rules of that court, or (b) Claims related to intellectual property, such as trademarks, copyrights, and patents. Excluded Claims may be brought in court. Any issues relating to the scope and enforceability of the arbitration provision will be resolved by the arbitrator. If any Claim cannot be arbitrated in accordance with this provision, then only that Claim may be brought in court and all other Claims remain subject to arbitration. Notwithstanding this paragraph, Facility Claims, as defined in Section 4 of the Additional Terms for Facility Accounts, are governed by that section.

Excluded Claims and Claims that cannot be arbitrated must be brought in court. Florida law will govern these Terms (to the extent not preempted or inconsistent with federal law), as well as any such Excluded Claim or Claim that cannot be arbitrated, without regard to conflict of law provisions. You or Verified may seek relief in any small claims court of competent jurisdiction. All other Excluded Claims and Claims that cannot be arbitrated are subject to the exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within Palm Beach County, Florida and you consent to the personal jurisdiction of these courts for the purpose of litigating any such Claim.

Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect. For more information, visit www.adr.org. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Verified will pay all filing, AAA, and arbitrator’s fees and expenses. We waive any right to seek an award of attorneys’ fees and expenses in connection with any non-frivolous arbitration between you and us.

You agree that any subpoena, third-party discovery request, or other third-party process directed to Verified must issue from, or be domesticated by, the state or federal courts located within Palm Beach County, Florida, and you agree to submit to the jurisdiction of each of these courts for any related proceedings.

13. TERMINATION

Guests of the site may terminate the Terms at any time by closing your Guest Account and discontinuing any access to or use of the Service. For Facility Account Termination, please see the Additional Terms for Facility Accounts.

We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information. If these Terms are terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete Your Content and Service Content stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of Your Content. All sections of these Terms survive and remain in effect in accordance with their terms upon termination (whether initiated by Verified or you) of your Account.

14. GENERAL TERMS

Entire Agreement.

The Terms contain the entire agreement between you and us regarding the use of the Service and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

Waiver.

Any failure on Verified’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Verified.

Severability.

If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

No Assignment.

The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Verified’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

Relationship.

You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Verified as a result of these Terms or your use of the Service.

Titles.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

Service Mark “SM” 2020 Verified Treatment, Inc., 980 N. Federal Highway, Suite 110, Boca Raton, Florida 33432.

ADDITIONAL TERMS FOR FACILITY ACCOUNTS

Last Updated: September 8, 2020

The following terms (“Facility Terms”), in addition to the Terms above, govern your access to or use of your Facility Account. In the event of any conflict between these Facility Terms and the Terms of Service, the Facility Terms apply. If you have purchased products or services from Verified on behalf of your Facility, the terms of that purchase apply in the event of any conflict with these Facility Terms. Capitalized words used but not defined in these Facility Terms have the meanings described in the Terms of Service. By creating, accessing, or using your Facility Account, you are agreeing to these Facility Terms and concluding a legally binding contract with Verified. You are not authorized to create, access, or use a Facility Account if you do not agree to these Facility Terms.

PLEASE READ THESE FACILITY TERMS CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

In the event of any termination of these Facility Terms, whether by you or us, these Facility Terms in their entirety will continue in full force and effect.

1. FACILITY ACCOUNTS, TERMINATION, AND PAYMENT

Facility Accounts.

In addition to complying with Sections 4 and 5 of the Terms, Facility Accounts must comply with all requests for information by Verified in order to ensure a quality user experience. From time to time, Verified may request that a Facility Account provide certain information relating to its Facility, including current offerings, quantitative metrics, amenities, and other facts pertinent to its Facility Account. Upon request for such information, a Facility Account shall promptly respond in a complete and truthful manner. Should a Facility Account fail to promptly provide the Facility information, Verified shall have the right to alter or terminate all of part of a Facility Account, including downgrading the Facility Account Subscription tier, removal of certain Content on a Facility Account, or removing a Facility Account altogether.

Termination and Payment.

For claimed Facility Accounts not subject to a Subscription, such Facility may terminate its Account at any time. Any Facility Accounts subject to a Subscription may nevertheless terminate its Subscription and Account prior to a subscription renewal, and will thereafter not be charged for any subsequent billing cycles.

Payment Processing.

Verified offers the ability to process payments through the Services (“Payment Processing Services”). Payment Processing Services are provided by our third party payment processing partners and any procurement by you or your affiliates will be subject to a separate merchant agreement which will be solely between you (or your affiliate) and the third party processor. Verified uses the [**] platform to process payments. Payments are subject to the [** Connected Account Agreement], which includes the [**] Terms of Service (collectively, the “[**] Services Agreement”) and subject to certain fees and surcharges communicated to you during the enrollment process and as may be updated by us from time to time. You agree to be bound by the [**] Services Agreement, as the same may be modified by [**] from time to time. Verified is not a bank and we do not offer banking services. As a condition of Verified, enabling payment processing services through [**], you agree to provide us accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by [**] pursuant to our Privacy Policy. To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from funds payable to you arising from the settlement of card transactions through our Payment Processing Services. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. Verified may offer special pricing, credits, and/or discounts to you or your affiliates for the Services contingent upon timely procurement, and continued material usage, of the Payment Processing Services. In the event you or your affiliate stop utilizing the Payment Processing Services, We may, in our sole discretion, revoke the special pricing, credits, and/or discounts being applied to the Services.

2. REQUIREMENTS, REPRESENTATIONS AND WARRANTIES

In order to access or use the Services, you agree that:

you have the authority to act on behalf of the business or businesses associated with or claimed through your Facility Account and bind any such business (including any corresponding business entity) to the Facility Terms (such business or businesses, your “Facility”);
your access to or use of your Facility Account will only be in your capacity as an authorized representative of your Facility;
you will not use the Guest Site for business activities, including but not limited to flagging reviews or messaging people who have reviewed your Facility;
your Facility complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services;
you grant Verified a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through iframes or other framing technology;
you agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes;
you understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Facility, federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances. You understand that we may publicly notify consumers if we have a good faith belief that such clauses are used by your Facility.

In addition to the Representations and Warranties provided in Section 6 of the Terms, you represent and warrant that you will not, and will not authorize or induce any other party, to:

offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Facility, or to prevent or remove reviews, and you understand and acknowledge that Verified may publicly notify Guests about such incentives and other attempts to obtain, prevent, or remove reviews;
solicit or ask for reviews from your customers;
write reviews or vote on Content (e.g., voting Guest reviews as useful, funny, or cool) for your Facility or your Facility’s competitors;
pay or induce anyone to post, refrain from posting, or remove reviews, or otherwise attempt to circumvent any fraud detection systems;
attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
use any automated means or form of scraping or data extraction to access, query or otherwise collect Verified data, Content and/or reviews from either an Guest Account or Facility Account, except as expressly permitted by Verified;
use any Verified trademark or service mark in any manner without Verified’s prior written consent; or
misrepresent your identity or affiliation to anyone in connection with Verified.

You understand and acknowledge that Verified allows Guests to post Content about your Facility, including photos, ratings, and reviews. You understand and acknowledge that, in an effort to promote more transparent and honest reviews, Verified provides for a mechanism to authenticate Guest reviews by confirming the attendance of such requesting Guest with the specified Facility. Under the Health Insurance Portability and Accountability Act (“HIPAA”), such requested information may be considered Protected Health Information (“PHI”) in the hands of the Facility. Upon an Guest’s submission for verification, you hereby agree to comply and otherwise facilitate with any and all authorization for release and exchange of any PHI by such Guest, including executing and submitting the Verified HIPAA Waiver (“Waiver”) on behalf of the requesting Guest. Upon execution and submission of a Waiver, such information requested shall no longer be considered PHI protected by HIPAA as held by Verified.

3. DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE VERIFIED ENTITIES TO YOU. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN SECTION 13 OF THE TERMS.

The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Verified, for their role in publishing third-party Content, including Guest reviews. Additionally, anti-SLAPP laws, such as Fla. Stat. §768.295, may require you to pay Verified’s attorneys’ fees if you attempt to impose such liability on Verified through legal proceedings.

4. ARBITRATION, DISPUTES, AND CHOICE OF LAW

FOR CLARITY, THIS SECTION GOVERNS ANY FACILITY CLAIM BROUGHT BY YOU OR VERIFIED. ANY CLAIM NOT SUBJECT TO THIS SECTION IS INSTEAD GOVERNED BY SECTION 13 OF THE TERMS.

Except for Excluded Facility Claims, any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of your Facility Account; (each such controversy or claim, a “Facility Claim”), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the Revised Florida Arbitration Code for any such error. “Excluded Facility Claims” means Claims related to intellectual property (like copyrights and trademarks) or violations of Section 6 of the Terms (Representations and Warranties).

Facility Claims shall be heard by a single arbitrator. Arbitrations will be held in Boca Raton, Florida, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of Florida. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.

NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN PALM BEACH COUNTY, FLORIDA, WHICH IS THE PLACE OF PERFORMANCE OF THESE FACILITY TERMS.

YOU AND VERIFIED AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND VERIFIED AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A BUSINESS CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH BUSINESS CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.