2Verify - Terms

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2Verify Terms Of Use

Description Of Service

Business Matter ("Business Matter") provides a server ("Server") monitoring service ("Service") known as 2Verify ("2Verify"). The Service Monitors Servers for up-time (whether or not the server is operating) and notifies website owners ("Users") when inactivity is detected. Subject to these terms of use ("Terms Of Use") described in this agreement ("Agreement"), Business Matter shall grant you ("You") license to use the Service within the scope provided for in this Agreement.

Acknowledgement Of Agreement

By declaring that You agree to these Terms Of Use, be it by ordering the Service, submitting a registration ("Registration") for an account ("Account"), whether it be for a free trial ("Free Trial"), demo ("Demo"), or other type of Account, or by using the Service in any other way, You acknowledge that You have read these Terms Of Use, understand them and agree to be bound by them. If applicable, "You" or "Your" as referred to in these Terms Of Use means the entity or company (the "Company") for which the Service is licensed pursuant to these Terms Of Use. In such event, You warrant and represent that as the individual declaring that You agree to these Terms Of Use, You are authorized to enter into this Agreement on behalf of the Company for which the Service is being created and used.

License

a.		Use of Service. Subject to the provisions of this Agreement, Business Matter hereby grants You a limited, non-transferable, and non-exclusive right to use the Service, unless otherwise stated by Business Matter. You shall not receive or have right to receive a copy of the software ("Software") of the Service. You shall not have any rights to the Software other than those explicitly detailed in this Agreement.

b.		This Agreement Is Personal To You. As stated in Section 15(d), this Agreement does not include the right to sublicense and may not be assigned, by operation of law or otherwise, or transferred without the prior and explicit written consent of Business Matter. Any attempted such assignment shall be considered null and void.

c.		Limited License. Business Matter grants You only the license and rights explicitly described in this Section 3. You shall not be granted any other rights or licenses not explicitly described in this section, whether by implication, estoppel, or for any other reason.

Technical Support

Business Matter shall provide technical support ("Technical Support") in the manner described in the documentation relating to the specific service package ("Service Package") ordered/used. For the purposes of this Agreement, "Technical Support" shall refer to assistance given to You in getting your Account to function properly technically and in understanding the technical aspects of the Account upon request (and in a reasonable time-frame). "Technical Support" does not refer to helping You make decisions on how to best use the Account with respect to their business or taking on the role of managing the Account for You.

Consulting

For the purposes of this Agreement, "consulting" ("Consulting") shall refer to assistance given by Business Matter to You in making business decisions with respect to the Account and/or in implementing and integrating the Account as part of your Site and/or business. The Service described in this Agreement, does not include any consulting services ("Consulting Services") nor oblige Business Matter in any way to provide Consulting Services to You. Such Consulting Services, if ordered and/or purchased by You, shall be covered by a separate Consulting Agreement. However, if Business Matter does provide Consulting Services to You outside of a Consulting Service Agreement, the protections granted to Business Matter detailed in the Limitation of Liability, Indemnification, and General, and other sections of this Agreement shall be in effect.

Modifications To Service

Business Matter reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice ("Notice"). You agree that Business Matter shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Right To Monitor

You affirm having legal right to monitor all Servers specified within your Account.

Development Of Competitive Product

You may not use the Service for the purpose of aiding in the development of a product or service that is competitive in nature to the Service.

Price and Payment Terms

a.		Price. The subscription prices ("Prices") for the Service is stated on the 2Verify website or on the invoice and/or proposal if provided by Business Matter for the Service Package that You have ordered and/or used and applies to the billing term (annual, monthly, quarterly, etc.) as stated on such documentation for the specified Service Package, subject to Sections 9(b) and 9(c) below. Any Pricing information given in proposal form shall expire within fourteen (14) days after such proposal is drafted unless otherwise specified by Business Matter. Payments are due at the beginning of each billing period ("Billing Period") for that Billing Period. The amount due at the beginning of the given Billing Period is determined by the then current Service Package being used by your Account. If You upgrade your Account to a higher-priced Service Package during the given Billing Period, an adjustment payment will be due at the end of that Billing Period to accommodate for the higher Price. The total Price charged for a given Billing Period (the sum of the initial amount due at the beginning of the Billing Period and any subsequent adjustment amount due) shall be determined by the highest-priced Service Package used at any instant within the Billing Period.

b.		Price Adjustments. Business Matter reserves the right to increase the Price for the Service during the term of this Agreement prior to the Billing Period to which such increase applies. Price increases can be announced on the 2Verify website and/or by Notice given directly to You prior to the Billing Period for which such increase applies.

c.		Payment Terms. Terms of payment are within Business Matter's sole discretion, and unless otherwise agreed to by Business Matter, payment must be received by Business Matter prior to Business Matter's acceptance of an order. Payment for the Service may be made by credit card, wire transfer, or some other prearranged payment method unless Business Matter has agreed to credit terms. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Business Matter may invoice parts of an order separately. Orders are not binding upon Business Matter until accepted by Business Matter. You agree to pay interest on all past-due sums at the highest rate allowed by law.

10.

Free Trials

Free Trial Period. In the case that You are using 2Verify within the form of a Free Trial, your use of the Service (the number and types of monitors ("Monitors") active for your Account, etc.) at the end of the Free Trial shall determine the amount to be billed at the beginning of the first Billing Period for your Account, according to the appropriate Price as detailed in Section 9. The length of the Free Trial period ("Free Trial Period") shall be that detailed on the website during the time of your Registration for the Free Trial, or as otherwise stated in Notice given to You by Business Matter prior to or during your Free Trial Period. If the Free Trial Period is stated prior to your Registration for the Free Trial in a proposal given to You by Business Matter, such proposal shall expire within fourteen (14) days unless otherwise specified by Business Matter.

Limited Use Of The Free Trial. You are limited to one (1) use of the Free Trial. A use of the Free Trial shall be considered as a single Registration for the Free Trial (or subsequent conversion of your Account to a Free Trial) for the full duration of the Free Trial Period or, if applicable, the date on which You cancel your Account or your Free Trial Period is otherwise ended. If your use of the Free Trial is ended early (before the end of the stated Free Trial Period), You are not privy to a prorated amount of time for using the Free Trial at a later date.

If You sign-up for a Free Trial and Business Matter subsequently determines and/or suspects that You have already used the Free Trial or are otherwise not a Free Trial candidate ("Free Trial Candidate") in its sole discretion, Business Matter may terminate your Free Trial upon two (2) days Notice and begin regular billing for your Account and/or assess and charge usage fees for the period of the invalid Free Trial usage.

Abuse Of The Free Trial. The Free Trial is intended to allow Users access to the Service for trying and evaluating reasonably normal usage. Abuse of the Free Trial ("Abuse Of The Free Trial") shall be considered usage beyond reasonably normal usage and includes but is not limited to the following:

1)		Creating Monitors for Servers that You do not manage, own, or have the right to monitor.
2)		Creating an unreasonably large number of Monitors beyond what is reasonably required to monitor the operation of a Server.
3)		Using Monitors for the purpose of bottlenecking or otherwise attacking a given Server with requests.
4)		Creating and maintaining duplicate Monitors that monitor the same Server.

In the case that it is determined by Business Matter in its sole discretion that You have taken part in Abuse Of The Free Trial, Business Matter has the right to immediately terminate your Free Trial and/or Account without Notice, and may assess and charge usage fees for the period of your Abuse Of The Free Trial. Abuse Of The Free Trial may be determined by examining your behavior over multiple Accounts.

11.

Term and Termination

Term. This Agreement shall begin upon acceptance and shall persist until terminated pursuant to the terms herein.

Termination. In addition to provisions for termination ("Termination") provided for Business Matter in other Sections of this Agreement, this Agreement may be terminated in the manners described below:

1)		This Agreement may be terminated at any time by Business Matter upon Notice.

2)		You may terminate this Agreement at the end of the then current Billing Period (and prevent incurring charges for subsequent Billing Periods) by canceling your Account (within the account management area ("Account Management Area") or with seven (7) days Notice) prior to the end of the then current Billing Period.

3)		Either party may terminate this Agreement upon a material breach by the other party of any representation, covenant, warranty or term of this Agreement that is not cured within sixty (60) days after written Notice thereof by the non-breaching party provided that the cure period provided in this Section 11(c) shall be fourteen (14) days after written Notice thereof by the non-breaching party in the event of a breach of an obligation to make a payment as and when required by this Agreement.

4)		The rights and obligations of You and Business Matter in Sections 8, 9, 10(c), 12, 14, 15, 16, 17, 18, 19, 20, 21, and 22(d) shall survive Termination or expiration of this Agreement.

5)		Upon Termination, all licenses granted hereunder shall immediately terminate.

12.

Limitation Of Liability

Under no circumstances, including, but not limited to, negligence, shall Business Matter be liable for any or consequential damages that result from the use of, or the inability to use, the Service, even if Business Matter or a Business Matter authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to You. In no event shall Business Matter's total liability to You for all damages, losses, and causes of action whether in contract, tort (including, but no limited to, negligence), or otherwise exceed the amount paid by You, if any, for the Service.

13.

Warranty

a.		Limited Warranty. Pursuant to this Agreement, Business Matter makes a limited warranty to You that the Service shall perform the operations detailed in the related documentation for thirty (30) days from the first date of use. If the Service does not comply with the warranty above, Business Matter shall, in its sole discretion, correct the Service or refund a prorated portion of fees paid for the Service back to You.

b.		Disclaimer. The warranties above do not apply to the effects of neglect, lack of testing, accidents, misuse, sabotage, hacking, or modification of the Service by parties who are not authorized by Business Matter to do so. EXCEPT FOR THE FOREGOING WARRANTIES, BUSINESS MATTER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, AND BUSINESS MATTER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

14.

Indemnification

You are entirely responsible for maintaining the confidentiality of the password of your Account. Furthermore, You are entirely responsible for any and all activities which occur under the Account and agree to indemnify, defend, and hold harmless Business Matter for any liability or expense arising from such use or misuse. You agree to immediately notify Business Matter of any unauthorized use of your Account or any other breach of security known to You.

15.

General

Governing Law. This Agreement and the relationship between You and Business Matter shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions. You and Business Matter agree to consent to the personal and exclusive jurisdiction of the courts located within Wayne County, Michigan.

Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder, except for the payment of money, on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, was, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.

Entire Agreement. This Agreement constitutes the entire agreement between You and Business Matter regarding your use of the Service and governs your use of the Service.

Assignment. Except as otherwise expressly provided in this Agreement, neither party may transfer or assign its rights or delegate its obligations hereunder (whether voluntarily or by operation of law) without the prior written consent of the other party, which consent not be withheld or delayed unreasonably; provided that each party shall have the right to transfer this Agreement, and assign all of its rights and delegate all of its obligations hereunder, to any affiliate, and to any successor by way of merger, reorganization, divestiture or consolidation or in connection with the sale or transfer of substantially all of its business and assets relating to this Agreement.

Special Admonitions For International Use. Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

Prohibitions. You shall be prohibited from using the Service and this Agreement shall automatically terminate if You use the Service in connection with any of the following material, content or activities as determined by Business Matter in its sole discretion: (i) Nudity, pornography, or sexual material that violates local, state or national laws; (ii) any material that violates or infringes in any way upon the rights of others, pirated software (copyrighted photographs, text, video or artwork); (iii) any material that is threatening, abusive, harassing, defamatory, invasive or privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable, including posting private information of another person; (iv) content that promotes, encourages, or provides instructional information about illegal activities including, without limitation, hacking, cracking, or phreaking (phone fraud); (v) any software, information or other material that contains a virus, "Trojan Horse," trap door, corrupted data or any other harmful or damaging component; (vi) content containing hate propaganda, hate mongering, or fraudulent material; (vii) any promotion or engagement in "get rich quick" and/or multi-level marketing schemes.

Modification To This Agreement. Business Matter reserves the right to modify the Service from time to time, for any reason, and without Notice, including the right to terminate the offering of the Service or entire Service altogether. Business Matter also reserves the right to modify these Terms Of Use and the Agreement from time to time, without Notice. Please review these Terms Of Use from time to time so You will be apprised of any changes.

Severability. If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.

Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed to create a joint venture or partnership.

Notices. Any Notices or communications under this Agreement shall be by electronic mail (email) or in writing (sent by mail or by fax) and shall be deemed delivered upon receipt to the party to whom such communication is directed. If such Notice is from Business Matter to You, Notices can be sent to any of the contact information (mail, email, or fax) that You have provided to Business Matter. If such Notice is from You to Business Matter, Notices can be sent via one of the following contact methods:

1)		Email: support@2verify.businessmatter.com

2)		Mail: Business Matter, Inc. 107 E. Main St. Second Floor Northville, MI 48167

3)		Fax: 734-629-0335

16.

Confidentiality

Protection of Confidential Information. For a period of five (5) years from disclosure under this Agreement, the receiving party shall treat as confidential all information denoted as confidential ("Confidential Information") that is provided by the other party, shall not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information, and shall not disclose such Confidential Information to any third party except as may be necessary and required in connection with its rights and obligations under this Agreement. Without limiting the foregoing, each party shall use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information of the other party, and shall in any event use no less than reasonable procedures and a reasonable degree of care.

Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information which:

1)		Was generally known and available in the public domain at the time it was disclosed, or becomes generally known and available in the public domain through no fault of the receiver;

2)		Was known to the receiver at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure;

3)		Is disclosed with the prior written approval of the discloser;

4)		Was independently developed by the receiver without any use of the Confidential Information and by employees or other agents of the receiver who have not been exposed to the Confidential Information, provided that the receiver can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development;

5)		Becomes known to the receiver from a source other than the discloser without breach of this Agreement by the receiver and in a manner which is otherwise not in violation of the discloser’s rights; or

6)		Disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, that the receiver shall provide reasonable advance Notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure.

17.

Property Rights

The products, technology, and/or processes described in this Agreement, the Service, and any and all of the Business Matter websites (including 2Verify) may be the subject of intellectual property rights reserved by Business Matter or other third parties. Nothing contained herein shall be construed as conferring to You in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of Business Matter or any third party.

18.

Copyrights And Trademarks

19.

Restricted Rights Legend

Use, duplication, or disclosure by the United States Government is subject to the restrictions set for the in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-19 as applicable.

20.

Trademarks

Business Matter, 2Verify, and any other Business Matter related logos and taglines are trademarks of Business Matter, Inc., which may be registered in certain jurisdictions. Other trademarks shown are trademarks of their respective owners.

21.

Use Of Site And Content

Additional terms on the use of the 2Verify website and its content and other issues are covered by the Business Matter Terms Of Use, which can be viewed at http://www.businessmatter.com/terms.shtml.

22.

Discounts

Business Matter may apply a discount ("Discount") to your Account, as an incentive to sign-up ("Incentive Discount") or as a reward for being a customer ("Discretionary Discount"). An offer for a Discount will only be considered valid ("Valid Discount") if they are stated explicitly in writing directly from Business Matter or otherwise explicitly authorized by Business Matter and which adheres to the rules for Discounts stated below under "Incentive Discounts" and "Discretionary Discounts."

Incentive Discounts. Incentive Discounts are typically only valid for Registrations that occur until a specified date, at a specified percentage, and will last for a specified period of time after registering. Unless otherwise explicitly stated, Incentive Discounts are bound by the following:

1)		Incentive Discounts only apply to You if You have never before registered a 2Verify account.
2)		Incentive Discounts only apply if You register within three (3) months of receiving notification of the given Discount.
3)		Incentive Discounts expire within three (3) months after registering.

Discretionary Discounts. Unless otherwise stated, Discretionary Discounts only apply for a period of three (3) months.

Valid Discounts Not Applied. In the case that a valid Discount should have been applied to your Account but was not, You may notify Business Matter of the error and once the Discount is verified as a Valid Discount by Business Matter, Business Matter may at its option remedy the situation by one of the following:

1)		Business Matter may start the Discount for the specified period of time beginning at the then current time.
2)		Business Matter may start the Discount at the then current time, place a credit in your Account (to be used to pay for 2Verify usage fees and not for refund) for the amount that would have been discounted had the Discount begun at the appropriate time up until the time at which the Discount is actually put in place, and expire the Discount at the time that it would have had it begun at the appropriate time.
3)		Business Matter may apply another Discount, credit, and/or other remedy that it deems in its sole discretion as appropriate.

Misapplied Discounts. In the case that a Discount is applied to your Account which is later determined by Business Matter as not being a Valid Discount ("Invalid Discount"), Business Matter may at its option immediately end the Discount for your Account without Notice and/or charge your Account (even if cancelled) for the amount that was under-charged due to the Invalid Discount upon fourteen (14) days Notice.