Terms & Conditions

BVOD Solutions, LLC d/b/a Veriv and d/b/a bankVOD (“Veriv” or “bankVOD” or “we,” “us” and/or “our”) welcomes you. These Terms and Conditions (“Terms”) govern the use of the Veriv Services (as defined below) by Requestors (as defined below) in submitting Verification Request. They form a binding agreement between the legal entity acting as the Requestor and any individual that is an authorized user of the Veriv Services on behalf of the Requestor. The Veriv Services are also subject to the Veriv Data Processing Addendum and Privacy Policy, which Requestor and any authorized user of Requestor acknowledge and accept in registering, accessing. or using the Veriv Services.

Veriv Services and use of this or any other website, link, and/or portal of Veriv on which the Veriv Services are provided are subject to these Terms. You can review the most current version of these Terms at any time at www.veriv.com, or such other locations as we may designate. BY COMPLETING THE ENROLLMENT OR OTHER PROCESS AND/OR CLICKING THE “I ACCEPT” BUTTON, OR OTHERWISE ACCESSING OR USING THE VERIV SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. In addition, when using Veriv Services, you shall be subject to any posted guidelines or rules applicable to such services, or changes to these Terms, which may be posted and modified from time to time. It is your responsibility to check regularly for changes to these Terms and ensure that any contact information you provide with to Veriv is updated and correct. You understand that such guidelines, rules, and changes, among other reasons, may be the result of a modification(s) of third-party agreements and/or industry standards, or a change in Laws (defined below), or the interpretation thereof. All such guidelines, rules or changes are hereby incorporated by reference into these Terms. Your continued use of the Veriv Services following Veriv’s changes or notice or posting will constitute your acceptance of such changes. If these Terms, including, without limitation, any future changes to these Terms, are unacceptable to you, your sole remedy is to cancel your participation in all Veriv Services.

The following terms shall have the following meanings as used in these Terms.

Veriv Services: the verification services and platform provided by Veriv, including asset verification, customer verification, government verification, audit confirmations, and related services.

Personal Information (“PII”): any information relating to, identifying or that can be reasonably linked to or associated with an individual, including information that is protected as personal information, personally identifiable information or Personal Information or similar term under applicable Laws.

Non-Public Personal Information (“NPI”): has the meaning given to in the Gramm-Leach-Bliley Act (GLBA).

Responder: any financial institution, employer, governmental entity, or other organization that uses Veriv Services to receive and respond to Verification Requests by providing Verification Responses.

Requestor or you or your: a party (such as an auditor, accounting firm, law firm, individual, or governmental agency) who initiates a Verification Request through the Veriv Platform. If you are using Veriv Services on behalf of a business entity, you represent that you are authorized to bind that entity, and "Requestor" or "you" or "your" refers to both you individually and that entity, jointly and severally.

Requestor Data: any data uploaded or provided to the Veriv Services by Requestor as further defined in Section 8.

Verification Request: a request for information submitted through the Veriv Services by a Requestor seeking verification of financial information, assets, liabilities, or other data from a Responder.

Verification Response: the information provided by Responder through the Veriv Services in response to a Verification Request.

Usage Data: any data relating to the use, performance, and operation of the Veriv Services by Requestor, including anonymized and de-identified information, but excluding Requestor Data.

Veriv reserves the right at any time and from time to time to modify, alter, redesign, or discontinue, temporarily or permanently, the Veriv Services (or any part thereof) with or without notice. This may include, without limitation, modifying or redesigning the organization, specifications, structure, and/or appearance of the Veriv Service, Veriv website(s), and/or any location where your information/content may be displayed. For any Material Changes (as defined below), Veriv will provide at least thirty (30) days’ advance notice to you by email, posting on the Veriv website, or other reasonable means. “Material Changes” means changes that materially impact how the Veriv Services operate or function, including but not limited to: (i) changes to core service functionality that substantially alter how you interact with or use the Services, (ii) changes to data access methods or authentication requirements, (iii) material changes to data retention, security practices, or (iv) material changes to your obligations under these Terms. Material Changes do not include: (a) changes to improve security, reliability, or performance that do not alter core functionality, (b) changes required by law or regulation, (c) changes to address technical issues or vulnerabilities, (d) addition of new features or services that do not impact existing functionality, or (e) minor modifications to user interfaces, workflows, or administrative processes.

VERIV SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE VERIV SERVICES, OR ANY PART THEREOF.

You acknowledge and understand that Veriv will only allow you access to the Veriv Services if you abide by, and continue to abide by, all the provisions of these Terms, and if your credentials can be verified in accordance with Veriv’s internal credentialing procedures. If at any time you no longer meet Veriv’s criteria for using Veriv Services, Veriv may immediately limit or terminate your access to the Veriv Services.

You understand and agree that the technical processing and transmission of the Veriv Services, including Content (defined below), may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting to networks or devices.

Use of Veriv Services requires credentials. You are responsible for maintaining the confidentiality of your credentials and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Veriv of any unauthorized use of your credentials or account or any other breach of security; (b) ensure that you exit from your account at the end of each session, and if you are using Veriv Services on behalf of a business entity, immediately deactivate any password (i) of any person who no longer has a need to know, or (ii) for terminated employees, on or prior to the date of termination. VERIV CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION 5.

Technical Security Requirements: Veriv Services use industry-standard encryption protocols) to protect data transmission. You must use supported and up-to-date web browsers and maintain current security software on devices used to access Veriv Services.

Electronic Signature Equivalence: All information, verification requests, and communications submitted through Veriv Services using your account credentials shall have the same legal force and effect as if such information had been transmitted in written form bearing your manual signature. You acknowledge and agree that:

Veriv, Responders, and other parties are entitled to rely on the authenticity, accuracy, and completeness of all information transmitted using your credentials;

You will be bound by all Verification Requests and communications submitted through your account, whether submitted by you directly or by an authorized user you have permitted to use your account.

Veriv may offer you access to APIs that enable integrations or capabilities using Veriv Services. Your use of these APIs is permitted where appropriate and is subject to these Terms and additional API terms as applicable.

If you believe your credentials have been lost, stolen, or compromised in any respect, you must immediately reset your credentials and notify Veriv at support@bankvod.com.

A. You represent, covenant and warrant that:

You are 18 years old or older;

If you are using Veriv Services on behalf of a business entity, you are authorized to bind that entity to these Terms, and both you individually and the entity are jointly and severally bound by and responsible for complying with these Terms.

If you are using Veriv Services on behalf of a business entity, that entity is a corporation, partnership, limited liability company, or other legal entity duly formed and in good standing where required, with all necessary legal authority;

You are not utilizing Veriv Services as a consumer, but for business or professional purposes;

You are not barred from receiving Veriv Services under the Laws of the United States or other applicable jurisdiction.

You will maintain appropriate technical and administrative security measures to protect access to Veriv Services and any PII obtained through Veriv Services, including but not limited to: (a) using supported operating systems and web browsers with current security patches; (b) maintaining up-to-date anti-virus and anti-malware software on all devices used to access Veriv Services; (c) implementing appropriate network security controls, including firewalls and intrusion detection systems where appropriate; (d) restricting access to Veriv Services to Authorized Users only; (e) implementing appropriate physical security controls to prevent unauthorized access to devices used to access Veriv Services; (f) encrypting PII at rest and in transit; (g) promptly reporting any security incidents, data breaches, or suspected unauthorized access to Veriv; and (h) complying with all applicable data protection Laws.

B. As a Requestor you represent, covenant, and warrant (i) your use of Veriv Services is solely for lawful purposes; (ii) you will provide complete and accurate information in making a Verification Request; (iii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Veriv Service, or any aspect or portion thereof; (iv) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Veriv Services; (v) you will not use any means, including without limitation, any artificial intelligence or machine learning tool, and any robots, spiders, scripts, services, software or any manual or automatic device, tool or process, to data mine, scrape, crawl, cache or index the Veriv Services or any information on or from the Veriv websites, or otherwise use, access, or collect the foregoing by another automated means, and you shall not use the Veriv Services, Veriv websites, or any information therefrom to develop any software programs, including without limitation, to train or fine tune a machine learning or artificial intelligence system or model or any other analogous technologies; and (vi) the information you provide to Veriv, and/or any act or omission by you relating to the Veriv Services: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, rule, industry standard, and/or regulation, or Veriv policies or guidelines (collectively, “Laws”); (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity; (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy; (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening; and (e) do not (as determined by Veriv) reflect poorly on or tarnish the business, reputation or goodwill of Veriv.

Fees and charges for Veriv Services are set forth in the Veriv Fee and Credit Policy, available at [FEES_AND_CREDIT_POLICY_LINK], which is incorporated into these Terms by reference. The Fee and Credit Policy govern all matters relating to pricing, fees, credits, payment terms, and disputes. Veriv may update the Fee and Credit Policy from time to time, and the current version will always be available at the link above. All applicable fees will be disclosed at checkout prior to completing any transaction. Your continued use of Veriv Services following any update to the Fee and Credit Policy constitutes your acceptance of the revised fees.

Veriv maintains the following insurance coverage:

(i) Commercial General Liability;

(ii) Cyber Liability; and

(iii) Professional Liability / Errors & Omissions.

Current certificates of insurance are available upon written request.

You agree to: (a) provide true, accurate, current, and complete information to Veriv, including, but not limited to, information in any Verification Request and if requested, your entity legal name, contact information, regulatory certificate ID, website, federal tax ID, programs your institution elects to participates in as prompted by Veriv’s enrollment or other form or process, or as required by Laws or otherwise (collectively, “Requestor Data”), (b) maintain and promptly update Requestor Data to keep it true, accurate, current, and complete, and (c) carefully and fully follow all Veriv instructions. If you are using Veriv Services on behalf of a business entity, you are required to promptly notify Veriv of any change in ownership of that entity, any change in the name of that entity, and/or any change in the physical address of that entity.

As a Requestor, you represent, warrant, and covenant that you will provide complete and accurate information when making a Verification Request, including accurate identification of the consumer whose information is being verified and the specific information contained in the Verification Request.

In addition, you represent, warrant, and covenant that: (i) all information you provide to Veriv in whatever media or medium is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any Veriv data, information, systems and/or equipment, and (ii) submission of information by you to Veriv will not cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window).

A. Permissible Purpose Requirements

As a Requestor, you represent, warrant, and covenant that you will only submit Verification Requests through Veriv Services for lawful business purposes and only where you have a legitimate need for the information in connection with a transaction initiated by or involving the consumer. You shall not submit Verification Requests for any purpose prohibited by applicable Law, including but not limited to discriminatory purposes or purposes that would violate consumer privacy rights.

B. Consumer Authorization - Required Before Each Request

Before submitting a Verification Request through Veriv Services, you shall obtain and maintain written (electronic or otherwise) authorization from the consumer (or their authorized representative) that:

(i) Specifically authorizes you to request the verification from Veriv and third parties;

(ii) Identifies Veriv as the verification platform that will be used;

(iii) Specifies the type of information to be verified (e.g., employment, income, account balance, asset verification);

(iv) Authorizes Veriv and its service providers to obtain information from financial institutions, employers, government entities, and other third parties as necessary to fulfill the Verification Request;

(v) Informs the consumer of their rights under applicable privacy Laws;

(vi) Complies with all applicable Laws including but not limited to the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA) where applicable, state privacy Laws, and other applicable regulations.

C. Authorization Retention and Production

You shall retain all customer authorizations for the number of years prescribed by applicable Laws, from the date of the Verification Request. You acknowledge that Veriv may require you to produce customer authorizations to demonstrate compliance with these Terms and applicable Laws.

D. Data Handling and Retention Requirements

You shall process Personal Information received through Veriv Services only as necessary (i) for the purposes of performing your obligations under these Terms and fulfilling the specific purpose for which customer authorization was obtained, and (ii) in accordance with your customer’s or client’s signed (electronic or otherwise) documented instructions, consent, authorization and/or approval, and in compliance with Laws.

All records and documentation relating to Veriv or Veriv Services shall be retained for a period consistent with applicable legal requirements.

YOU ACKNOWLEDGE AND AGREE THAT VERIV SERVICES ARE NOT INTENDED TO SERVE AS YOUR PRIMARY DATA STORAGE OR RECORD RETENTION SYSTEM. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING AND MAINTAINING YOUR OWN RECORDS IN ACCORDANCE WITH YOUR BUSINESS REQUIREMENTS AND LEGAL OBLIGATIONS.

E. Deletion Upon Request

In accordance with and if required by applicable Laws, upon receipt of a request from Veriv, you shall immediately (i) remove from all your systems Personal Information you received from Veriv, and confirm such in writing to Veriv, and (ii) identify to Veriv any third parties to whom you provided such information. It shall not be implied from the immediately preceding sentence that you have the right to provide personal information you received from Veriv to third parties without authorization.

F. Certification Requirements

You may be required to certify your permissible purpose and consumer authorization at the time of each Verification Request. You acknowledge that false certification may result in immediate termination of your access to Veriv Services, legal action, and referral to appropriate regulatory authorities.

Subject to applicable Law, you grant to Veriv a fully paid-up, royalty free, perpetual, worldwide, irrevocable, transferable, and sublicensable license to utilize your information, data (including Requestor Data), Verification Requests, and other Content (defined below) that you provide to us for purposes necessary to provide the Veriv Services, comply with legal obligations, and for Veriv’s internal business operations.

Subject to applicable Law, and subject to these Terms, Veriv grants to you a restricted, limited, revocable, non-transferable, non-sublicensable license to access the Veriv Services and use Verification Responses received through Veriv Services solely for the lawful purpose for which customer authorization was obtained and only in connection with the specific consumer transaction for which a Verification Response is requested.

Veriv’s license to you for the Veriv Services terminates automatically if: (b) you no longer have an account with Veriv, (b) Veriv no longer provide Veriv Services to you, or (c) Veriv revokes this license, including, without limitation, by terminating these Terms in accordance with Section 22.

Without limiting the previous paragraphs, and notwithstanding any other provision of these Terms which may be to the contrary, Verification Responses provided to you pursuant to the Veriv Services shall not be used, whether directly or indirectly, by you for marketing, sales, solicitation, or the creation of or augmentation of any product(s) and/or service(s) for sale or license, nor shall you publish such information except as specifically authorized by the consumer or required by Law.

Veriv and certain of its subprocessors may leverage artificial intelligence technologies, including large language models, to enhance the efficiency, quality, and features of the Veriv Services. Veriv will not use Requestor Data or Usage Data to train, fine-tune or optimize any public artificial intelligence models. Veriv will process Requestor Data solely for the purpose of providing the Veriv Services under these Terms. Veriv may use Usage Data to improve and operate the Veriv Services. Any use of artificial intelligence technologies shall be subject to the confidentiality, security, and data protection obligations set forth in these Terms.

All information processing is subject to our Privacy Policy available at [INSERT URL PRIVACY POLICY]

The information collected through Veriv Services is safeguarded through appropriate security measures designed to protect its confidentiality, integrity, and availability. The parties agree to be bound by the Data Protection Addendum (the “DPA”) at https://trust.bankvod.com/

To the extent applicable, the DPA forms an integral part of these Terms and governs the parties’ respective rights and obligations with respect to the protection, processing, and security of Personal Information.

By using our Veriv Services, you acknowledge and accept the collection, use, transfer, and processing of your information as described. If you do not agree, please do not use our services.

You certify that any individuals you authorize to access and use Veriv Services on behalf of your organization (the “Authorized Users”) meet all of the following requirements:

Employment or Agency Relationship: Each Authorized User is an authorized employee, officer, contractor, or representative of your organization with a legitimate business need to access Veriv Services for purposes of requesting verifications;

Compliance Training: Each Authorized User has been properly trained in applicable legal requirements governing disclosure of customer information (GLBA, state privacy Laws, applicable banking regulations), and your institution's internal disclosure authorization policies, and data security and confidentiality obligations;

Binding Authority: Each Authorized User is authorized to bind your organization to Verification Requests submitted through Veriv Services, and you acknowledge that your organization will be legally bound by all actions taken by Authorized Users;

Confidentiality Obligations: Each Authorized User is subject to appropriate confidentiality, data security, and privacy obligations, whether through employment agreements, contractor agreements, or other binding arrangements;

Role-Based Access: Authorized Users include but are not limited to compliance officers, operations staff, relationship managers, authorized disclosure personnel, and any other personnel at your organization who require access to Veriv Services to submit Verification Requests and review Verification Responses;

Account Management Responsibilities: You are responsible for: (a) maintaining accurate records of all Authorized Users and their access levels; (b) immediately notifying Veriv and deactivating access when an Authorized User’s employment or relationship with your organization terminates or when such user no longer requires access; (c) monitoring Authorized Users’ activities and ensuring compliance with these Terms; (d) all actions taken by Authorized Users under your account, whether authorized or unauthorized; and (e) ensuring that Authorized Users do not share their credentials or permit unauthorized access;

Third-Party Access Prohibited: You shall not permit any third parties who are not Authorized Users as defined above to access or use Veriv Services through your account. This includes but is not limited to: (a) independent contractors not properly trained and supervised; (b) third-party service providers who have not been approved by Veriv; (c) affiliates or related entities without separate authorization; and (d) any individual who has not agreed to be bound by these Terms. If you discover unauthorized access by a third party, you must immediately notify Veriv and change all account credentials.

Violations by Authorized Users: You acknowledge and agree that any violation of these Terms by an Authorized User shall be deemed a violation by you, and you shall be fully responsible for all consequences of such violations, including but not limited to, indemnification obligations, termination of access, and legal liability.

You acknowledge that the information available through the Veriv Services may include Personal Information and it is your obligation to keep all such accessed information confidential and secure. Accordingly, (i) restrict access to Veriv Services to only those of your employees who have a need to know as part of their official duties; (ii) ensure that none of your employees shall obtain and/or use any information received through Veriv Services for personal purposes; (iii) not transfer any information received through the Veriv Services to any party except as permitted by these Terms and the applicable customer authorization; (iv) in addition to any obligations under these Terms, take all measures to prevent by any person or entity unauthorized access to, or use of, the Veriv Services or data received therefrom, whether the same is in electronic form or hard copy; (v) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Veriv Services; (vi) be capable of receiving the Veriv Services where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by Veriv; (vii) not access and/or use the Veriv Services via mechanical, programmatic, robotic, scripted, scraping, or other such means, other than through batch or machine-to-machine applications or other applications approved in writing by Veriv; and (viii) take all steps necessary to protect your networks and computer environments, or those used to access the Veriv Services, from compromise.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, YOU SHALL REMAIN LIABLE FOR COSTS ASSOCIATED WITH SECURITY EVENTS CAUSED BY YOUR BREACH OF YOUR SECURITY OBLIGATIONS UNDER THIS SECTION 13, INCLUDING YOUR FAILURE TO IMPLEMENT ADEQUATE SECURITY MEASURES OR YOUR EMPLOYEES’ OR CONTRACTORS’ UNAUTHORIZED ACCESS OR USE. YOU SHALL REIMBURSE VERIV FOR ANY EXPENSES IT INCURS DUE TO YOUR FAILURE TO PREVENT IMPERMISSIBLE USE OR ACCESS OF VERIV SERVICES RESULTING FROM YOUR BREACH OF THIS SECTION 13, AND/OR ANY INFORMATION OR DATA RECEIVED OR DERIVED, DIRECTLY, OR INDIRECTLY, FROM VERIV SERVICES, AND/OR ANY ACTIONS REQUIRED AS A RESULT THEREOF.

Furthermore, in the event that the information or data of third parties you receive when using Veriv Services includes Personal Information, the following shall apply: you acknowledge that upon unauthorized acquisition or access of or to such Personal Information resulting from your breach of your obligations under this Section 13 (a “Security Event”), at your sole cost, you shall immediately notify Veriv in writing that a Security Event has occurred, and at Veriv’s written request or if required by Law, you shall notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and as may be required by Veriv or applicable Law, you shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies). You agree that unless required by applicable Law, such notifications (to individuals or third parties) shall not reference Veriv or the product through which the data was provided, nor shall Veriv or Veriv Services be otherwise identified or referenced in connection with the Security Event, without Veriv’s express written consent and approval of the wording of such notification; provided that if applicable Law requires that Veriv or Veriv Services be mentioned, the language of such shall not be made only with the prior written approval of Veriv.

You shall be solely responsible for any other legal or regulatory obligations, which may arise under applicable Law in connection with a Security Event caused by your breach of this Section 13, and you shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. YOU SHALL REMAIN LIABLE FOR CLAIMS THAT MAY ARISE FROM A SECURITY EVENT CAUSED BY YOUR BREACH OF YOUR OBLIGATIONS UNDER THIS SECTION 13, INCLUDING, BUT NOT LIMITED TO, COSTS FOR LITIGATION (INCLUDING ATTORNEYS’ FEES), AND REIMBURSEMENT SOUGHT BY INDIVIDUALS OR BUSINESSES, INCLUDING BUT NOT LIMITED TO, COSTS FOR CREDIT MONITORING OR ALLEGATIONS OF LOSS IN CONNECTION WITH THE SECURITY EVENT, and, without limiting any other provision of these Terms, to the extent that any claims are brought against Veriv in relation to a Security Event caused by your breach of this Section 13, you shall indemnify and hold harmless Veriv, its affiliates, and its and their owners, directors, officers, partners, employees, contractors, representatives, agents, third-party service providers, licensors, successors and assigns (collectively, “Veriv Indemnitees”) from such claims. You shall immediately and fully respond to Veriv information or data requests in relation to a Security Event.

Without limiting any provision of these Terms, Veriv may, in its sole discretion, take immediate action, including suspension or termination of your access to Veriv Services, without further obligation or liability of any kind.

You and Veriv shall comply with applicable data protection Laws with respect to the processing of Personal Information in connection with these Terms and the Veriv Services. The following describes certain specialized types of Personal Information (“Specialized Data”) that may be processed and the applicable legal requirements:

1. GLBA Data.
2. Some of the information contained in the Veriv Services is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state Laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). You shall not obtain and/or use GLBA Data through the Veriv Services, in any manner that would violate the GLBA, or any similar state or local Laws, regulations, and rules. You acknowledge and agree that you may be required to certify your permissible purpose for accessing GLBA Data at the time you request information in connection with certain Veriv Services, and you will recertify upon request by Veriv. You represent, warrant, and covenant that you have a permissible purpose under GLBA for each request for GLBA Data, and that you will use such data only for the purpose stated in your certification and the customer authorization. You certify with respect to GLBA Data received through the Veriv Services that you will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of such information in accordance with applicable standards and the GLBA Safeguards Rule (16 C.F.R. Part 314).
3. HIPAA.
4. You represent and warrant that you will not provide Veriv with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103 or other Law) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively, or other Law) or with information from such records (collectively, “HIPAA”).
5. FCRA Compliance and Consumer Reporting.

Not a Consumer Reporting Agency. Veriv does not act as a consumer reporting agency as defined under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”). Verification Responses provided through Veriv Services do not constitute a “consumer report” as defined under FCRA.

Permissible Purpose Certification. If you intend to use verification data (including Verification Responses) received through Veriv Services in connection with any decision or action regulated by FCRA (including but not limited to, credit decisions, employment decisions, insurance underwriting, tenant screening, or other purposes requiring a consumer report), you represent, warrant, and covenant that:

You have obtained or will obtain proper consumer reports from consumer reporting agencies that are compliant with FCRA;

You have or will obtain all required customer authorizations and provide all required notices under FCRA, including but not limited to, the Summary of Rights and adverse action notices;

You have a permissible purpose under FCRA Section 604 for any use of data in connection with FCRA-regulated decisions;

You will use verification data from Veriv Services only to verify or supplement information obtained through proper FCRA-compliant consumer reports, and not as a substitute for such consumer reports;

You will comply with all FCRA requirements regarding adverse action notices, reinvestigation procedures, and consumer rights;

You understand that verification data from Veriv Services does not include the dispute resolution, accuracy guarantees, and consumer protections required for consumer reports under FCRA.

Prohibited Uses Under FCRA Context. You should not:

Use Veriv Services for the purpose of serving as a factor in determining a consumer’s eligibility for credit, employment, insurance, housing, a license or other government benefit nor use Veriv Services in connection with an account review or collection of an account, in connection with a valuation of, or an assessment of the credit or prepayment risks associated with an existing credit obligation, or for any other FCRA-regulated purpose.

Represent to consumers or third parties that Veriv Services provide consumer reports or that Veriv is a consumer reporting agency; or

Use Veriv Services to circumvent or avoid FCRA obligations or consumer protections;

Indemnification for FCRA Violations. Without limiting Section 30 of these Terms, you specifically agree to indemnify and hold harmless the Veriv Indemnitees from any claims, damages, liabilities, or expenses (including attorneys’ fees) arising from your failure to comply with FCRA or your misuse of Veriv Services in connection with FCRA-regulated activities.

Additional Certifications. Veriv may require additional certifications from you regarding your FCRA compliance program, including but not limited to proof of customer authorization, copies of required FCRA notices provided to consumers, documentation of permissible purpose, and evidence of proper consumer report usage from FCRA-compliant consumer reporting agencies.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials, including Verification Requests and Verification Responses (collectively, “Content”), whether publicly or privately posted or transmitted, are the sole responsibility of the person from whom such Content originated. Content may include links in Veriv Services to other Internet sites (including, without limitation, web or mobile) of third parties.

THIS MEANS THAT YOU, AND NOT VERIV, ARE ENTIRELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, EMAIL, TRANSMIT OR OTHERWISE MAKE AVAILABLE VIA THE VERIV SERVICES, EVEN IF ON A FORM OR MEDIA PROVIDED BY VERIV OR OTHERS. VERIV DOES NOT CONTROL THE CONTENT PROVIDED BY AND/OR POSTED BY YOU OR ANYONE ELSE VIA THE VERIV SERVICES. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT VERIV IS NOT RESPONSIBLE FOR THE AVAILABILITY OF EXTERNAL SITES, RESOURCES OR LINKS ON OR IN VERIV SERVICES, AND VERIV DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT VERIV SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE(S) OR RESOURCE(S).

The forms provided by Veriv are subject to the input of governmental entities, financial institutions, employers, and/or other third parties, and, as such, Veriv does not warrant and/or guarantee the accuracy, integrity, or quality of such Content and/or forms.

For clarity, Veriv does not claim ownership of Content of you or other parties and only claims ownership of Content originating from Veriv.

Subject to applicable Law, with respect to Content you submit or make available on in relation to Veriv Services, including but not limited to, any Veriv website, you grant Veriv the perpetual, irrevocable, sublicensable, and free right to use, distribute, reproduce, and adapt your Content (in whole or in part) in connection with the provision of the Veriv Services or Veriv’s business, including without limitation, incorporating your Content into other works in any format or medium now known or later developed.

Any reproduction, publication, distribution, or public exhibition of the materials provided on the Veriv Services, in whole or in part, by you, not authorized by Veriv in writing, or these Terms, is strictly prohibited.

You acknowledge that Veriv may or may not pre-screen Content, but that Veriv and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Veriv Services or provided via the Veriv Services. Without limiting the foregoing, Veriv and its designees shall have the right to remove any Content that violates these Terms or, in Veriv’s sole opinion, is otherwise objectionable.

You understand that the Veriv Services and software embodied within the Veriv Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Veriv and/or content providers who provide content to the Veriv Services. You shall not attempt to override or circumvent any of the usage rules embedded into, or otherwise with, the Veriv Services.

UNDER NO CIRCUMSTANCES WILL VERIV BE LIABLE IN ANY WAY FOR (i) ANY CONTENT AND/OR FORMS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT AND/OR FORMS, AND/OR (ii) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT AND/OR FORMS, WHETHER OR NOT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE VERIV SERVICES. CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH CONTENT.

You acknowledge, consent, and agree that Veriv may access, preserve and disclose your account information, Requestor Data, and/or Content, including Verification Requests and Verification Responses, if required to do so by Law or if Veriv has a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; (v) to provide the Veriv Services, (vi) to respond to complaints or inquiries to/from governmental entities and/or financial institutions, and/or other third parties, and/or (vii) protect the rights, property, or personal safety of Veriv, its users, and/or the public.

Your interactions, correspondence or business dealings with governmental entities, financial institutions, employers, and/or other third parties on or through the Veriv Services, including, without limitation, if applicable, payment and delivery of related goods or services, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such governmental entity, financial institutions, employers, and/or other third parties. YOU AGREE THAT VERIV SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH GOVERNMENTAL ENTITIES, FINANCIAL INSTITUTIONS, EMPLOYERS, AND/OR OTHER THIRD PARTIES ON OR THROUGH THE VERIV SERVICES.

You agree to not use Veriv Services to:

• upload, post, email, transmit or otherwise make available any Content that is false, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
• harm any person, including but not limited to minors, and any entity, in any way;
• impersonate any person or entity, including, but not limited to, Veriv, another person or entity utilizing (or allegedly utilizing) Veriv Services, a governmental entity, financial institution, any third party, and/or employer or prospective employer, and/or official, employee, and/or representative of the foregoing, and/or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Veriv Service;
• upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law, contract, fiduciary relationships, and/or otherwise (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, privacy, or other proprietary rights of any party;
• upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Veriv Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in exchanges;
• interfere with or disrupt the Veriv Services or servers or networks connected to the Veriv Services, or disobey any requirements, procedures, policies, or regulations of Veriv and/or the networks connected to the Veriv Services;
• provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to a person(s) or an organization(s) designated by the United States government as terrorist or otherwise;
• “stalk” or otherwise harass another; and/or
• collect or store Personal Information about other users of the Veriv Services and/or the Veriv Services.

You will not create profile of users of VERIV Services, or market to users of Veriv Services.

You shall not: (i) interfere or attempt to interfere with the proper working of the Veriv websites, Veriv Services, and/or Veriv systems; (ii) use or combine the Veriv websites, Veriv Services and/or Veriv systems with software, which creates any obligation with respect to Veriv contrary to these Terms; or (iii) grant to any third party any rights to, or immunities in relation to, Veriv’s intellectual property or proprietary rights.

You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, including, without limitation, for marketing, data processing, or data evaluation purposes, any portion or use of, or access to, the Veriv Services (including but not limited to Content, advertisements, software, web design, data and/or information received therefrom, and/or your Veriv ID). In addition, you shall not circumvent your or another person’s or entity’s use of the Veriv Services by any means, including, but not limited to, submitting (or having submitted) (i) your Content under an account or user ID other than your own, and/or (ii) another person’s Content under your account or your user ID. In addition, you shall not use Veriv Service to compete, directly or indirectly, or through a third party, against Veriv.

You agree to comply with all local rules regarding online conduct and acceptable Content. Use of the Veriv Services and transfer and posting of data to Veriv and/or via the Veriv Services may be subject to the export and import Laws of the United States and/or other countries. You agree to comply with all applicable export and import Laws and regulations. Without limiting the foregoing, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to, the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, the United Kingdom’s HM Treasury’s Consolidated List of Sanctions Targets, or the European Union’s Consolidated List of Persons, Groups, and Entities Subject to the European Union’s Financial Sanctions. Nor will you transfer software, technology, and other technical data via the Veriv Services to parties identified on such lists; (b) agree not to use the Veriv Services for military, nuclear, missile, chemical, or biological weaponry end uses in violation of U.S. export Laws; (c) agree not to transfer, upload, or post via the Veriv Services any software, technology, or other technical data in violation of U.S. or other applicable export or import Laws.

You acknowledge that Veriv may establish general practices and limits concerning use of the Veriv Services, including without limitation the maximum number of days that your information, email messages, message board postings Requestor Data, or Content (including Verification Requests and Verification Responses) will be retained by Veriv Services, the maximum number of email messages that may be sent from or received by an account or otherwise on the Veriv Services, the maximum size of any email message that may be sent from or received by an account or otherwise on the Veriv Services, the maximum space, if any, that will be allotted on Veriv’s servers on your or anyone else’s behalf, and the maximum number of times (and the maximum duration for which) you or anyone may access the Veriv Services in a given period of time. Veriv reserves the right at its sole discretion upon notice to modify its storage procedures, including, but not limited to, the following: (a) Completed Verification PDFs ("CVPs") may be made accessible online through the web application interface of the Veriv Services for six (6) months from the date the CVP was completed and hidden from that interface for an additional six (6) months thereafter. After the expiration of this twelve (12) month retention period, the CVPs will be permanently deleted from the Veriv Services and any other storage Veriv controls using cryptographic verification and industry-standard data destruction methods. You are responsible for storing a copy of all CVPs and should not rely on the Veriv Services for long-term storage to comply with record retention Laws applicable to your business operations. (b) Audit/Transaction Logs will be maintained indefinitely in the form of metadata to support audit and compliance requirements; however, no PDFs will be stored except as noted in subsection (a) above. YOU AGREE THAT VERIV HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION, MESSAGES, AND OTHER COMMUNICATIONS OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO, REQUESTOR DATA, OUTPUT, CONTENT AND FORMS (WHETHER OR NOT THEY CONTAIN YOUR INFORMATION) MAINTAINED OR TRANSMITTED BY OR TO VERIV AND/OR THE VERIV SERVICES. VERIV SERVICES ARE DESIGNED FOR DATA TRANSMISSION AND VERIFICATION FACILITATION, NOT AS A PERMANENT DATA STORAGE OR RECORDS MANAGEMENT SYSTEM. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING, STORING, AND MAINTAINING YOUR OWN RECORDS IN ACCORDANCE WITH YOUR BUSINESS REQUIREMENTS AND LEGAL OBLIGATIONS. You acknowledge that Veriv reserves the right to log off accounts, or the equivalent of accounts. You further acknowledge that Veriv reserves the right to modify these general practices and limits at any time without notice.

Veriv may immediately suspend Requestor's account and access to the Veriv Services upon written notice (including email or dashboard notification) in its sole discretion if: (a) Requestor materially breaches these Terms or the Acceptable Use Policy; (b) Veriv detects unusual activity, fraud, money laundering, or security threats; (c) Requestor's use creates security risks or degrades system performance for other users; (d) Required by law, regulation, court order, or regulatory authority; (e) Information provided by Requestor is discovered to be untrue, inaccurate, or incomplete in any material respect; (f) Requestor fails to respond to Veriv's requests for information within five (5) business days; (g) Veriv is subject to a regulatory examination, audit, or inquiry that necessitates temporary suspension to ensure compliance. During suspension, Requestor will not have access to the Veriv Services but remains responsible for all fees accrued before and during the suspension period. Veriv will use commercially reasonable efforts to notify Requestor of the reason for suspension. Veriv has no liability for any damages, losses, or costs arising from suspension undertaken in good faith pursuant to this Section. Veriv may reinstate access if the condition causing suspension has been remedied to Veriv's reasonable satisfaction, Requestor has provided any requested information, and Requestor has agreed to any additional terms or controls Veriv deems necessary. Termination for Convenience: Either party may terminate the Terms or your use of the Veriv Services for any reason upon providing thirty (30) days' prior written notice to the other party. Termination for Cause: Either party may terminate the Terms or use of the Veriv Services immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach. Immediate Termination: You agree that Veriv may upon notice, immediately terminate, limit your access to or suspend your Veriv account and access to the Veriv Services in the following circumstances: (a) requests by law enforcement, other governmental agencies, or third parties; (b) discontinuance or material modification to the Veriv Services (or any part thereof); (c) unexpected technical or security issues or problems; (d) engagement by you in fraudulent or illegal activities in the sole opinion of Veriv; (e) nonpayment of any fees owed by you in connection with the Veriv Services, you are subject to any proceeding under any bankruptcy act or similar Laws; and/or (f) use by you of Veriv Services which negatively affects the goodwill or reputation of Veriv. Further, you agree that all terminations, limitations of access, and suspensions for cause shall be made in Veriv’s sole discretion and that VERIV SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION FOR CAUSE, SUSPENSION, AND/OR LIMITATION OF ACCESS OF YOUR ACCOUNT OR ACCESS TO THE VERIV SERVICES. Effect of Termination: Termination of your Veriv account, any associated email address, and/or access to the Veriv Services includes, but is not limited to, any or all of the following: (a) removal of access to all or part of the offerings within the Veriv Services; (b) deletion of your credentials, if any, and all related information, files and content associated with or inside your account and/or access thereto (or any part thereof); and (c) barring of further use of all or part of the Veriv Services. Veriv may require reactivation charges to renew any Veriv Service after termination, suspension, and/or limitation of access. Upon termination for any or no reason, you are responsible for paying all amounts and charges under these Terms and/or to Veriv prior to and/or after termination, including, but not limited to, any applicable cancellation fee(s).

Upon written request and subject to verification of your identity, Veriv will provide you with a copy of Requestor Data in a commonly used, machine-readable format within thirty (30) days, subject to applicable law and technical feasibility. Such data export shall include Verification Request and Verification Response records applicable to your use of the Veriv Services and account information then available within Veriv’s retention periods as set forth in these Terms. Veriv reserves the right to charge reasonable fees for data export requests that require significant technical resources. This data portability right does not apply to data that: (i) would compromise the privacy or security of other users; (ii) would disclose Veriv’s confidential business information or trade secrets; or (iii) is subject to legal holds or regulatory preservation requirements. YOU ACKNOWLEDGE THAT VERIV SERVICES FACILITATE DATA TRANSMISSION AND ARE NOT INTENDED AS A PERMANENT RECORDS MANAGEMENT SYSTEM. VERIV’S DATA EXPORT CAPABILITY IS LIMITED TO DATA AVAILABLE WITHIN OUR DEFINED RETENTION PERIODS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN COMPLETE RECORDS IN ACCORDANCE WITH YOUR BUSINESS AND LEGAL REQUIREMENTS.

Service Availability. Veriv will provide service level availability for the Veriv Services in accordance with its then applicable service level schedule. Business Continuity. Veriv maintains business continuity and disaster recovery plans designed to restore Veriv Services within a commercially reasonable timeframe following a disaster or service interruption. Veriv performs regular backups of customer data and maintains redundant systems to minimize service disruptions. However, Veriv does not guarantee zero data loss or zero downtime in all circumstances. Limitations. The service availability commitment does not apply to: (i) service interruptions caused by factors outside Veriv’s reasonable control, including Force Majeure Events, internet service provider failures, or distributed denial of service attacks; (ii) scheduled maintenance; (iii) service interruptions caused by your breach of these Terms or your failure to follow Veriv’s usage guidelines; or (iv) issues caused by your equipment, network connectivity, or third-party software.

You and Veriv acknowledge that each of you and Veriv may have access to confidential information of the other party (the “Disclosing Party”) relating to the Disclosing Party’s business, including, without limitation, technical, financial, strategic, and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of Veriv’s information, product information, pricing information, product development plans, forecasts, data contained in Veriv Services, and other business information (“Confidential Information”). Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third party and received in good faith and without any duty of confidentiality by the Receiving Party or the third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. “Trade Secret” shall be deemed to include any information which qualifies as a trade secret under applicable law. Each receiving party (“Receiving Party”) agrees not to divulge any Confidential Information of the Disclosing Party or information derived therefrom to any third party and shall protect the confidentiality of the Confidential Information of the Disclosing Party with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party solely to the extent required by subpoena, court order, or other governmental authority, provided that the Receiving Party shall give the Disclosing party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order, or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party’s obligations with respect to Confidential Information shall continue for the term of the Veriv Terms and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each Party’s obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.

You shall not issue any press release or other public statement (including, without limitation, on social media, or via advertisements, promotional and/or or marketing materials) or make other disclosures to third parties regarding these Terms, the Veriv Services, your use and/or access to the Veriv Services, Veriv, and/or any Veriv Indemnitee, without Veriv’s prior written consent in each instance.

You acknowledge and agree that the Veriv Services and any software used in connection with the Veriv Services, including any APIs (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other Laws. You further acknowledge and agree that Content provided by Veriv, including but not limited to, information presented to you through or by the Veriv Services, including, but not limited to, the forms provided by Veriv, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and Laws (“Intellectual Property Rights”). You agree that Veriv owns all rights, title, and interest in and to the Veriv Services, Software and Content, including all Intellectual Property Rights. Except as expressly permitted by applicable Law or as authorized in a signed writing by Veriv or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, transfer, broadcast, publicly perform or create derivative works based on the Veriv Services, the Software, and Content that is not yours, including, but not limited to, forms, in whole or in part. Without limiting the foregoing, these Terms do not transfer from Veriv to you any Veriv developed, licensed, or owned property, including but not limited to, technology, Software, and/or Content (including but not limited to forms), and all right, title, and interest, including, but not limited to, copyrights, trademarks, service marks, patents, or other proprietary rights, in the foregoing, and together with all derivative works, modifications, enhancements, and upgrades, updates, and enhancements of the foregoing, but excluding your information and/or Content, are and will remain solely with Veriv or Veriv’s third-party providers, and are the sole property of Veriv or Veriv’s third-party providers. You shall immediately notify Veriv in writing of any threat or actual infringement of the foregoing. Any rights not expressly granted in these Terms are reserved by Veriv, and all implied licenses are disclaimed. You hereby assign and transfer to Veriv any and all rights in any of the foregoing intellectual property, either presently existing or hereinafter arising, and agree to take such actions and execute such documents / instruments as Veriv may reasonably request to secure such rights for Veriv or Veriv third- party providers. You will not attempt to prohibit or enjoin Veriv at any time from utilizing any property of Veriv, and/or any skills or knowledge (including, but not limited to, that of a general nature) that Veriv acquires during the course of providing Veriv Services. Veriv may be required to disclose information to individuals or entities, including, without limitation as to asserting rights under the Digital Millennium Copyright Act or otherwise, and you expressly authorize Veriv, without prior notice to you, to comply with any and all lawful notices, subpoenas, court orders, or warrants relating to the Digital Millennium Copyright Act or otherwise. You agree not to access the Veriv Services by any means other than through the interface that is provided by Veriv for use in accessing the Veriv Services. In addition, you shall use materials, information, and/or data received through the Veriv Services in a manner consistent with Veriv’s and the applicable Veriv third-party provider’s interests, and these Terms, and such third-party provider may use such data for any purpose consistent with applicable Laws and these Terms.

Requestors may provide suggestions, enhancement requests, recommendations, or other feedback to Veriv ("Feedback"). Requestor grants Veriv a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback for any purpose, including: (a) Developing and improving Veriv Services; (b) Creating new products and features; (c) Training machine learning and artificial intelligence systems; (d) Creating benchmarks and industry analysis; and (e) Any other lawful business purpose. Veriv has no obligation to implement Feedback, compensate Requestor, or keep Feedback confidential (except for properly marked trade secrets or Personal Data). Requestor waives any claims arising from Veriv's use of Feedback.

Veriv may collect and use aggregated, anonymized, or de-identified data derived from the Veriv Services ("Veriv Data"). Veriv Data does not identify any individual or entity. Veriv owns all rights to Veriv Data and may use it for any lawful purpose, including: (a) Improving and optimizing the Services; (b) Training machine learning models and artificial intelligence systems; (c) Detecting and preventing fraud and security threats; (d) Creating industry benchmarks, reports, and research; (e) Marketing and business purposes; and (f) Complying with legal and regulatory requirements. Requestor will not attempt to re-identify anonymized data or claim rights in Veriv Data.

Veriv Trademarks. You agree that all of Veriv’s trademarks, trade names, service marks, logos and other Veriv brand features, and product and service names of Veriv, are trademarks and the property of Veriv (the “Veriv Marks”). Without Veriv’s signed written prior permission in each instance, you agree not to display or use in any manner the Veriv Marks. Your Trademarks. You agree that Veriv may use your trade name(s), as needed, to effectuate the Veriv Services.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WEBSITE(S) RELATED THERETO, IS AT YOUR SOLE RISK. THE VERIV SERVICES AND WEBSITE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERIV, AND ITS SUBSIDIARIES, AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS (I) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (II) ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CORRECTNESS, TIMELINESS, DELETION, ERRORS, MIS-DELIVERY, FAILURE, USE AND/OR MISUSE BY YOU OR ANYONE ELSE OF THE VERIV SERVICES, INCLUDING, BUT NOT LIMITED TO, THE USE, MISUSE AND/OR STORAGE OF ANY (A) USER OR THIRD PARTY (E.G., GOVERNMENTAL ENTITY, FINANCIAL INSTITUTION, EMPLOYER, THIRD PARTY OR REPRESENTATIVE THEREOF) COMMUNICATIONS AND/OR INFORMATION, (B) SERVICES, AND/OR (C) FORMS. WITHOUT LIMITING THE FOREGOING, VERIV AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, ITS WEBSITES, OR SOFTWARE, (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VERIV SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE, AND YOU AGREE THAT VERIV SERVICES ARE NOT THE SOURCE OF MATERIAL, DATA, OR INFORMATION, NOR ARE VERIV SERVICES A COMPREHENSIVE COMPILATION OF MATERIAL, DATA OR INFORMATION, AND THAT BEFORE RELYING ON ANY MATERIAL, DATA OR INFORMATION FROM VERIV OR FROM VERIV SERVICES, IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY VERIFY SUCH MATERIAL, DATA AND INFORMATION, AND VERIV HAS NO LIABILITY FOR YOUR OR ANY THIRD PARTY’S RELIANCE ON SUCH MATERIAL, DATA OR INFORMATION; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, THE VERIV WEBSITE(S), AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE VERIV SERVICES AND/OR SOFTWARE WILL BE CORRECTED. ANY MATERIAL, DATA, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VERIV SERVICES OR SOFTWARE IS ACCESSED OR PROVIDED SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOURSELF, OTHERS, YOUR COMPUTER SYSTEM, DEVICE (MOBILE OR OTHERWISE), INTERNET ACCESS, DOWNLOAD AND/OR DISPLAY DEVICE, AND/OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR PROVISIONING OF ANY SUCH MATERIAL, DATA, OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERIV AND/OR ITS SUBSIDIARIES AND AFFILIATES, AND/OR EACH OF IT AND/OR THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS, AND/OR THROUGH OR FROM THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, THE VERIV WEBSITE(S), AND/OR SOFTWARE, SHALL CREATE ANY WARRANTY FROM SUCH PERSON OR ENTITY OR OTHERWISE.

You agree to indemnify and hold Veriv, its subsidiaries and affiliates, and each of it and their owners, shareholders, directors, officers, partners, agents, employees, representatives, contractors, third-party providers, licensors, successors and assigns (collectively, the “Veriv Indemnitees”) harmless from any and all liabilities, claims, demands, costs, liabilities, expenses, and taxes including, but not limited to, reasonable attorneys’ fees, relating to and/or arising out of (i) Content (including Verification Requests) you submit, post, transmit, modify, or otherwise make available through the Veriv Services; (ii) your use of the Veriv Services; (iii) information and/or data you provide to or receive through the Veriv Services; (iv) your connection to the Veriv Services; (v) a Security Event caused by your breach of your obligations under these Terms or the DPA; (vi) any breach of these Terms; (vii) your obligations set forth in these Terms; (viii) your violation of applicable Law; (ix) your violation of any rights and/or harm to any person and/or entity; (x) your failure to independently verify customer authorization before submitting a Verification Request as required by Section 9; (xi) your use of Verification Responses or verification data for unauthorized purposes; and/or (xii) any act or omission by you (collectively, “Claim”). Without limiting the foregoing, you shall not approve any settlement or disposition of any Claim without the prior written consent of Veriv, which consent may be withheld for any or no reason. In addition, we may participate in the defense of any Claim at our expense. Furthermore, if you should fail to defend the Claim within the earlier of ten (10) days of you learning of the Claim or our notice to you about the Claim, we shall have the right to retain counsel of our choosing to defend the Claim at your cost and expense, payable to us as otherwise set forth in these Terms, and without prejudice to any of our rights under this Section or these Terms. Veriv agrees to indemnify and hold Responder, its subsidiaries and affiliates, and each of it and their owners, shareholders, directors, officers, partners, agents, employees, representatives, contractors, third-party providers, licensors, successors and assigns (collectively, the “Requestor Indemnitees”) harmless from any and all liabilities, claims, demands, costs, liabilities, expenses, and taxes including, but not limited to, reasonable attorneys’ fees, relating to and/or arising out of a claim the Veriv Services if used in accordance with its documentation (but excluding your Content, Verification Responses or Verification Requests or any other third party material provided on or through the Veriv Services) infringes the copyright or trade secret rights of any third party. You shall provide us prompt written notice of any claim of indemnity and provide reasonable assistance in defense of such claim. We shall have sole control over the defense and settlement of such claim.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VERIV, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS (I) SHALL NOT BE LIABLE TO YOU, OR ANYONE ELSE, FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR USE OR MISUSE OR LOSS OF PROFITS, GOODWILL, OR DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VERIV AND/OR A VERIV INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) EXCEPT TO THE EXTENT PROHIBITED BY LAW, SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY ACT OR OMISSION; (III) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AND/OR RELATING TO THE VERIV SERVICE, INCLUDING BUT NOT LIMITED TO, THOSE OF GOVERNMENTAL ENTITIES, FINANCIAL INSTITUTIONS, THIRD-PARTY PROVIDERS, AND/OR EMPLOYERS; (IV) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (V) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE AS TO A LIMITATION OF LIABILITY OF VERIV OR ANY VERIV INDEMNITEE SET FORTH ELSEWHERE IN THESE TERMS; AND (VI) WITHOUT LIMITING THE FOREGOING, SHALL ONLY BE LIABLE TO YOU FOR DIRECT DAMAGES FOR ITEMS NOT SET FORTH IN THIS SECTION, IN THE AGGREGATE AMOUNT NOT TO EXCEED THE TOTAL FEES YOU HAVE ACTUALLY PAID TO VERIV FOR THE VERIV SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER. YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE OR COMMENCE AN ACTION AGAINST VERIV FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF YOU AND/OR THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH GREATER SUM OR DAMAGES.

You understand and agree that in order to ensure compliance with certain Laws, these Terms, Veriv’s obligations under its contracts with its third-party providers, and Veriv’s internal policies, Veriv may (or have a third party) conduct periodic reviews of your use of the Veriv Services and may, upon ten (10) business days’ notice (or immediate notice in the event of a suspected security breach, data incident, regulatory inquiry, or other emergency), audit your records, processes, procedures, facilities, and/or systems related to your use, storage, and disposal of Veriv Services and information and/or data provided to or received therefrom. Veriv may conduct up to one (1) audit per twelve (12) month period, unless Veriv has reasonable cause to believe a violation of these Terms has occurred, in which case additional audits may be conducted. You agree to cooperate fully with any and all audits and to respond to any such audit inquiry (including, without limitation, providing access to your records, processes, procedures, facilities, and/or systems) within ten (10) business days of Veriv’s request, unless an expedited response is required by Veriv, Law, or otherwise. Violations discovered in any review and/or audit by Veriv will be subject to immediate action including, but not limited to, suspension or termination of the use of Veriv Services, reactivation fees, payment by you of audit fees and costs if material violations are found, indemnification by you, legal action against you, and/or referral to federal, state, or other regulatory agencies. If no material violations are found during an audit, Veriv shall bear its own costs and expenses for conducting the audit.

If you are using Veriv Services on behalf of a business entity with employees or contractors who will access Veriv Services, you shall train new employees and contractors as to your obligations under these Terms, including, but not limited to, the licensing requirements, restrictions, security requirements, and customer authorization requirements set forth herein.

Entire Agreement/No Assignment. These Terms constitute the entire agreement between you and Veriv, govern your use of the Veriv Services (including, but not limited to, the Veriv website(s)), and supersedes any prior version of these Terms and/or any agreement or understanding, oral or written, between you and Veriv with respect to the Veriv Services. These Terms may only be amended or terminated in a writing by Veriv. Any new, other, or different terms supplied by you, including without limitation, those contained in purchase orders or confirmations issued by you, are specifically and expressly rejected by Veriv and are null and void. You may not assign, sublicense, delegate and/or transfer any right or obligation pursuant to these Terms and/or the Veriv Services, in whole or in part, except to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that you provide Veriv with thirty (30) days’ prior written notice of such assignment. Any assignment in violation of this provision is null and void. Without limiting the foregoing, you agree that your Veriv account is non-transferable by you, including but not limited to, any rights to your Veriv ID or contents within your account. Veriv may assign, sublicense, delegate, and/or transfer any right or obligation pursuant to these Terms and/or the Veriv Services, in whole or in part, at any time to any person or entity, without notice to you. CHOICE OF LAW / FORUM / WAIVER OF JURY TRIAL / CLASS ACTION WAIVER / STATUTE OF LIMITATIONS / RECOVERY OF COSTS You and Veriv each agree that these Terms and the relationship between you and Veriv (and the Veriv Indemnitees) shall be governed by the Laws of the State of Delaware without regard to any conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and Veriv and/or the Veriv Services, shall be brought exclusively in the courts of competent jurisdiction located within the State of Delaware. For purposes of these Terms and the Veriv Services, you and Veriv (i) agree to waive any and all objections to the exercise of jurisdiction over you and/or Veriv by the foregoing courts and to venue in such courts. Notwithstanding the forgoing exclusive jurisdiction, any judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS OR THE VERIV SERVICES. CLASS ACTION WAIVER ANY CLAIM OR CAUSE OF ACTION AGAINST VERIV WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS AND WILL NOT BE CONSOLIDATED IN ANY PROCEEDING WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION AGAINST VERIV. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THE VERIV SERVICES AND/OR THESE TERMS MUST BE FILED BY YOU WITHIN TWO (2) YEARS AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER BARRED. In addition, you agree to pay all costs, including attorney’s fees, collection costs, and court costs we incur in enforcing these Terms, and/or any provision thereof, including, without limitation, through any appeal. Waiver and Severability of Terms. The failure of Veriv to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Veriv, nevertheless, agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. Force Majeure. Veriv shall not be liable for any failure or delay in its performance under these Terms as it relates to the Veriv Services due to any cause beyond its reasonable control, including, but not limited to: • Acts of God, including earthquake, flood, fire, storm, hurricane, tornado, tsunami, volcanic eruption, or other natural disasters; • Epidemic, pandemic, public health crisis, or quarantine restrictions; • War (declared or undeclared), armed conflict, invasion, terrorism, civil unrest, riot, insurrection, or revolution; • Governmental action, including: • Imposition of sanctions, embargoes, or export/import restrictions; • Emergency regulations or executive orders; • Closure orders or business restrictions; • Seizure or nationalization of assets; • Labor disputes affecting third parties, including strikes, lockouts, slowdowns, or labor shortages; • Failure of telecommunications, internet service providers, or utility providers, including: • Power outages or shortages; • Internet backbone failures; • DNS or routing failures; • Failure of banking networks, payment systems, or financial service providers; • Cyberattacks affecting third parties, including: • Failure of critical suppliers, vendors, or subcontractors due to Force Majeure Events affecting them; • Changes in law or regulation requiring immediate compliance where compliance cannot be achieved within the affected Party's reasonable control; and • Transportation failures, blockades, or embargoes preventing delivery of essential services or materials (collectively, “Force Majeure Events”). No Third-Party Beneficiaries/Our Relationship. You agree that there are and shall be no third-party beneficiaries to this agreement except as expressly provided in these Terms. These Terms or your use of the Veriv Services will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Veriv and you. Neither Veriv nor you will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in these Terms. Survival. The definitions in these Terms, and the provisions of Sections 2, 3, 4 through 7, 9, 10 (first and third paragraphs only), 12 through 35 of these Terms survive any termination or expiration, if any, of these Terms and your license to and/or your access to the Veriv Services. Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect. Copyright Or Intellectual Property Complaints. Veriv respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information: • a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right; • a description of the copyrighted work or other intellectual property that you claim has been infringed or violated; • a description of where the material that you claim is infringing is located on our website(s); • your address, telephone number, and email address; • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at: Copyright Agent: BVOD Solutions, LLC Attn: Legal Department support@bankvod.com 1 S Dearborn St, 20th Floor Chicago, IL 60603

Except as explicitly stated otherwise, any notice to us may be sent either by email to support@bankvod.com or by certified mail, postage prepaid and receipt requested to BVOD Solutions, LLC dba: Veriv, 1 S Dearborn St., 20th Floor, Chicago, IL 60603, and any notice may be sent either by email to the email address provided during registration or by certified mail, postage prepaid and receipt requested to the postal address provide on registration. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice by certified mail, postage prepaid and return receipt requested, shall be deemed given three (3) days after the date of mailing. You must ensure that your contact and account information with us is current and correct and promptly notify us in writing of any changes to such information.

BVOD Solutions, LLC d/b/a Veriv and d/b/a bankVOD (“Veriv” or “bankVOD” or “we,” “us” and/or “our”) welcomes you. These Terms and Conditions (“Terms”) govern the use of the Veriv Services (as defined below) by Responders (as defined below) in providing Verification Responses (defined below). They form a binding agreement between the legal entity acting as the Responder and any individual that is an authorized user of the Veriv Services on behalf of the Responder. The Veriv Services are also subject to the Veriv Data Processing Addendum and Privacy Policy, which Responder and any authorized user of Responder acknowledge and accept in registering, accessing, or using the Veriv Services.

Veriv Services and use of this or any other website, link, and/or portal of Veriv on which the Veriv Services are provided are subject to these Terms. You can review the most current version of these Terms at any time at www.veriv.com, or such other locations as we may designate. BY COMPLETING THE ENROLLMENT OR OTHER PROCESS AND/OR CLICKING THE “I ACCEPT” BUTTON, OR OTHERWISE ACCESSING OR USING THE VERIV SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. In addition, when using Veriv Services, you shall be subject to any posted guidelines or rules applicable to such services, or changes to these Terms, which may be posted and modified from time to time. It is your responsibility to check regularly for changes to these Terms and ensure that any contact information you provided to Veriv is updated and correct. You understand that such guidelines, rules, and changes, among other reasons, may be the result of a modification(s) of third-party agreements and/or industry standards, or a change in Laws (defined below), or the interpretation thereof. All such guidelines, rules or changes are hereby incorporated by reference into these Terms. Your continued use of the Veriv Services following Veriv’s changes or notice or posting will constitute your acceptance of such changes. If these Terms, including, without limitation, any future changes to these Terms, are unacceptable to you, your sole remedy is to cancel your participation in all Veriv Services.

The following terms shall have the following meanings as used in these Terms.

Veriv Services: the verification services and platform provided by Veriv, including asset verification, consumer verification, government verification, audit confirmations, and related services.

Personal Information (“PII”): any information relating to, identifying or that can be reasonably linked to or associated with an individual, including information that is protected as personal information, personally identifiable information or personal data or similar term under applicable law.

Non-Public Personal Information (“NPI”): has the meaning given to in the Gramm-Leach-Bliley Act (GLBA).

Requestor: a party (such as an auditor, accounting firm, law firm, individual, or governmental agency) who initiates a Verification Request through the Veriv Platform.

Responder ("you" or "your"): any financial institution, employer, governmental entity, or other organization that uses Veriv Services to receive and respond to Verification Requests by providing Verification Responses. If you are using Veriv Services on behalf of a business entity, you represent that you are authorized to bind that entity, and "Responder" or "you" or "your" refers to both you individually and that entity, jointly and severally.

Responder Data: any data uploaded or provided to Veriv Services by Responder as further defined in Section 8.

Verification Request: a request for information submitted through the Veriv Services by a Requestor seeking verification of financial information, assets, liabilities, or other data from a Responder.

Verification Response: the information provided by Responder through the Veriv Services in response to a Verification Request.

Usage Data: any data relating to the use, performance, and operation of the Veriv Services by Responder, including anonymized and de-identified information, but excluding Responder Data.

Veriv reserves the right at any time and from time to time to modify, alter, redesign, or discontinue, temporarily or permanently, the Veriv Services (or any part thereof) with or without notice. This may include, without limitation, modifying or redesigning the organization, specifications, structure, and/or appearance of the Veriv Service, Veriv website(s), and/or any location where your information/content may be displayed. For any Material Changes (as defined below), Veriv will provide advance notice to you by email, posting on the Veriv website, or other reasonable means. “Material Changes” means changes that materially impact how the Veriv Services operate or function, including but not limited to: (i) changes to core service functionality that substantially alter how you interact with or use the Services, (ii) changes to data access methods or authentication requirements, (iii) material changes to data retention, or (iv) material changes to your obligations under these Terms. Material Changes do not include: (a) changes to improve security, reliability, or performance that do not alter core functionality, (b) changes required by law or regulation, (c) changes to address technical issues or vulnerabilities, (d) addition of new features or services that do not impact existing functionality, or (e) minor modifications to user interfaces, workflows, or administrative processes.

VERIV SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE VERIV SERVICES, OR ANY PART THEREOF.

You acknowledge and understand that Veriv will only allow you access to the Veriv Services if you abide by, and continue to abide by, all the provisions of these Terms, and if your credentials can be verified in accordance with Veriv’s internal credentialing procedures. If at any time you no longer meet Veriv’s criteria for using Veriv Services, Veriv may immediately limit or terminate your access to Veriv Services. You understand and agree that the technical processing and transmission of the Veriv Services, including Content (defined below), may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting to networks or devices.

Use of Veriv Services requires credentials. You are responsible for maintaining the confidentiality of your credentials and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Veriv of any unauthorized use of your credentials or account or any other breach of security; (b) ensure that you exit from your account at the end of each session, and if you are using Veriv Services on behalf of a business entity, immediately deactivate any password (i) of any person who no longer has a need to know, or (ii) for terminated employees, on or prior to the date of termination. VERIV CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION 5.

Technical Security Requirements: Veriv Services use industry-standard encryption protocols to protect data transmission. You must use supported and up-to-date web browsers and maintain current security software on devices used to access Veriv Services.

Electronic Signature Equivalence: All information, Verification Requests, and communications submitted through Veriv Services using your account credentials shall have the same legal force and effect as if such information had been transmitted in written form bearing your manual signature. You acknowledge and agree that:

Veriv, Requestors, and other parties are entitled to rely on the authenticity, accuracy, and completeness of all information transmitted using your credentials;

You will be bound by all Verification Responses and communications submitted through your account, whether submitted by you directly or by an authorized user you have permitted to use your account.

Veriv may offer you access to APIs that enable integrations or capabilities using Veriv Services. Your use of these APIs is permitted where appropriate and is subject to these Terms and additional API terms as applicable.

If you believe your credentials have been lost, stolen, or compromised in any respect, you must immediately reset your credentials and notify Veriv at support@bankvod.com.

A. You represent, covenant and warrant that:

You are 18 years old or older;

If you are using Veriv Services on behalf of a business entity, you are authorized to bind that entity to these Terms, and both you are individually and the entity are jointly and severally bound by and responsible for complying with these Terms;

If you are using Veriv Services on behalf of a business entity, that entity is a corporation, partnership, limited liability company, or other legal entity duly formed and in good standing where required, with all necessary legal authority;

You are not utilizing Veriv Services as a consumer, but for business or professional purposes; and

You are not barred from receiving Veriv Services under the Laws of the United States or other applicable jurisdiction.

You will maintain appropriate technical and administrative security measures to protect access to Veriv Services and any PII obtained through Veriv Services, including but not limited to: (a) using supported operating systems and web browsers with current security patches; (b) maintaining up-to-date anti-virus and anti-malware software on all devices used to access Veriv Services; (c) implementing appropriate network security controls, including firewalls and intrusion detection systems where appropriate; (d) restricting access to Veriv Services to Authorized Users only; (e) implementing appropriate physical security controls to prevent unauthorized access to devices used to access Veriv Services; (f) encrypting PII at rest and in transit; (g) promptly reporting any security incidents, data breaches, or suspected unauthorized access to Veriv; and (h) complying with all applicable data protection Laws and regulations.

B. As a Responder you represent, covenant, and warrant (i) your use of Veriv Services is solely for lawful purposes; (ii) you will provide complete and accurate information in response to a Requestor’s Verification Request; (iii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Veriv Service, or any aspect or portion thereof; (iv) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Veriv Services; (v) you will not use any means, including without limitation, any artificial intelligence or machine learning tool, and any robots, spiders, scripts, services, software or any manual or automatic device, tool or process, to data mine, scrape, crawl, cache or index the Veriv Services or any information on or from the Veriv websites, or otherwise use, access, or collect the foregoing by another automated means, and you shall not use the Veriv Services, Veriv websites, or any information therefrom to develop any software programs, including without limitation, to train or fine tune a machine learning or artificial intelligence system or model or any other analogous technologies; and (vi) the information you provide to Veriv, and/or any act or omission by you relating to the Veriv Services: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, rule, industry standard, and/or regulation, or Veriv policies or guidelines (collectively, “Laws”); (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity; (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy; (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening; and (e) do not (as determined by Veriv) reflect poorly on or tarnish the business, reputation or goodwill of Veriv.

Fees and charges for Veriv Services are set forth in the Veriv Fee and Credit Policy, available at [FEES_AND_CREDIT_POLICY_LINK], which is incorporated into these Terms by reference. The Fee and Credit Policy govern all matters relating to pricing, fees, credits, payment terms, and disputes. Veriv may update the Fee and Credit Policy from time to time, and the current version will always be available at the link above. All applicable fees will be disclosed at checkout prior to completing any transaction. Your continued use of Veriv Services following any update to the Fee and Credit Policy constitutes your acceptance of the revised fees.

Veriv maintains insurance coverage that includes at least:

(i) Commercial General Liability;

(ii) Cyber Liability; and

(iii) Professional Liability / Errors & Omissions.

Current certificates of insurance are available upon written request.

You agree to: (a) provide true, accurate, current, and complete information to Veriv, including, but not limited to, information in any Verification Response and if requested, your entity legal name, contact information, regulatory certificate ID, website, federal tax ID, programs your institution elects to participates in as prompted by Veriv’s enrollment or other form or process, or as required by Laws or otherwise (collectively, “Responder Data”), (b) maintain and promptly update Responder Data to keep it true, accurate, current, and complete, and (c) carefully and fully follow all Veriv instructions. If you are using Veriv Services on behalf of a business entity, you are required to promptly notify Veriv of any change in ownership of that entity, any change in the name of that entity, and/or any change in the physical address of that entity.

As a Responder, you represent, warrant, and covenant that you will provide complete and accurate information when providing Verification Responses, including accurate identification of the consumer whose information is being verified and the specific information contained in the Verification Response.

In addition, you represent, warrant, and covenant that: (i) all information you provide to Veriv in whatever media or medium is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any Veriv data, information, systems and/or equipment, and (ii) submission of information by you to Veriv will not cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window).

A. Veriv's Role in Authorization; Responder's Independent Verification Duty.

Veriv is a transmission and display platform. When a Verification Request includes a customer authorization—whether in the form of an uploaded authorization document or a digitally captured authorization (including captured name, email address, IP address, date, and timestamp)—Veriv makes that information available to you for your review. Veriv does not verify, validate, authenticate, or confirm the authorization on your behalf, and you acknowledge and agree that Veriv has no ability to do so, as only you have access to your own account records, account holder information, and authorized signatory records.

Before providing any Verification Response, you are solely responsible for independently reviewing the authorization information displayed or provided to you and confirming, against your own records, that: (a) the individual who provided the authorization is an account holder, authorized signatory, or otherwise has the legal authority to authorize disclosure of the requested information; (b) the authorization information presented is consistent with your institution's records for that account; and (c) any applicable legal or regulatory requirements for disclosure authorization under applicable law are satisfied.

Veriv shall have no liability whatsoever for any disclosure you make in response to a Verification Request. Your decision to respond—including the scope, accuracy, and propriety of your response—is entirely yours. By submitting a response through Veriv Services, you represent and warrant that you have completed your own independent authorization review and determined that disclosure is appropriate. You agree to indemnify and hold harmless the Veriv Indemnitees from any claims, damages, or liability arising from your failure to independently verify authorization before responding.

B. Uploaded Authorization Documents.

Where you upload a signed authorization form or other document to satisfy the authorization requirement, you represent and warrant that: (a) the document is genuine, unaltered, and was executed by an individual with the legal authority to authorize the requested disclosure; and (b) you have not altered, fabricated, or misrepresented the document in any way. Veriv transmits uploaded authorization documents to you for your independent review. Veriv does not review, authenticate, or validate uploaded authorization documents, and the responsibility for verifying the authenticity and sufficiency of any such document rests solely with you.

C. Responder's Independent Duty.

You acknowledge that Veriv transmits authorization information (whether a digital authorization or an uploaded document) provided by a Requestor, but Veriv does not verify or validate the identity of the Requestor, the Requestor’s authority over the accounts being verified, or the authenticity of any authorization a Requestor provides. Responders are solely responsible for independently verifying their own authorization against their own records before disclosing any information. If a Responder discloses information without properly verifying a customer authorization, that is between Requestor and the Responder; Veriv bears no responsibility for such disclosure.

D. Authorization Retention and Production

You shall retain all customer authorizations for the number of years prescribed by applicable Laws, from the date of the Verification Request. You acknowledge that Veriv may require you to produce customer authorizations to demonstrate compliance with these Terms and applicable Laws.

E. Data Handling and Retention Requirements.

You shall process Personal Information received through Veriv Services only as necessary (i) for the purposes of performing your obligations under these Terms and fulfilling the specific purpose for which customer authorization was obtained, and (ii) in accordance with your customer’s or client’s signed (electronic or otherwise) documented instructions, consent, authorization and/or approval, and in compliance with Laws.

All other records and documentation relating to Veriv or Veriv Services shall be retained for a period consistent with applicable legal requirements.

YOU ACKNOWLEDGE AND AGREE THAT VERIV SERVICES ARE NOT INTENDED TO SERVE AS YOUR PRIMARY DATA STORAGE OR RECORD RETENTION SYSTEM. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING AND MAINTAINING YOUR OWN RECORDS IN ACCORDANCE WITH YOUR BUSINESS REQUIREMENTS AND LEGAL OBLIGATIONS.

F. Deletion Upon Request

In accordance with and if required by applicable Laws, upon receipt of a request from Veriv, you shall immediately (i) remove from all your systems personal information you received from Veriv and confirm such in writing to Veriv; and (ii) identify to Veriv any third parties to whom you provided such information. It shall not be implied from the immediately preceding sentence that you have the right to provide personal information you received from Veriv to third parties without authorization.

Subject to applicable Law, you grant to Veriv a fully paid-up, royalty free, perpetual, worldwide, irrevocable, transferable, and sublicensable license to utilize your information, data (including Responder Data), Verification Reponses and other Content (defined below) that you provide to us for purposes necessary to provide the Veriv Services, comply with legal obligations, and for Veriv’s internal business operations.

Subject to applicable Law, and subject to these Terms, Veriv grants to you a restricted, limited, revocable, non-transferable, non-sublicensable license to access the Veriv Services and use Verification Requests received through Veriv Services solely for the lawful purpose for which customer authorization was obtained and only in connection with the specific consumer transaction for which a Verification Response is requested.

Veriv’s license to you to use the Veriv Services terminates automatically if: (a) you no longer have an account with Veriv, (b) Veriv no longer provides Veriv Services to you, or (c) Veriv revokes this license, including, without limitation, by terminating these Terms in accordance with Section 23.

Without limiting the previous paragraphs, and notwithstanding any other provision of these Terms which may be to the contrary, Verification Requests provided to you pursuant to the Veriv Services shall not be used, whether directly or indirectly, by you for marketing, sales, solicitation, or the creation of or augmentation of any product(s) and/or service(s) for sale or license, nor shall you publish such information except as specifically authorized by the consumer or required by Law.

Veriv and certain of its subprocessors may leverage artificial intelligence technologies, including large language models, to enhance the efficiency, quality, and features of Veriv Services. Veriv will not use Responder Data or Usage Data to train, fine-tune or optimize any public artificial intelligence models. Veriv will process Responder Data solely for the purpose of providing the Veriv Services under these Terms. Veriv may use Usage Data to improve and operate the Veriv Services. Any use of artificial intelligence technologies shall be subject to the confidentiality, security, and data protection obligations set forth in these Terms.

All information processing is subject to our Privacy Policy available at [INSERT URL PRIVACY POLICY]

The information collected through Veriv Services is safeguarded through appropriate security measures designed to protect its confidentiality, integrity, and availability. The parties agree to be bound by the Data Protection Addendum (the “DPA”) at

To the extent applicable, the DPA forms an integral part of these Terms and governs the parties’ respective rights and obligations with respect to the protection, processing, and security of Personal Information.

By using our Veriv Services, you acknowledge and accept the collection, use, transfer, and processing of your information as described. If you do not agree, please do not use our services.

You certify that any individuals you authorize to access and use Veriv Services on behalf of your organization (the “Authorized Users”) meet all of the following requirements:

Employment or Agency Relationship: Each Authorized User is an authorized employee, officer, contractor, or representative of your organization with a legitimate business need to access Veriv Services for purposes of requesting verifications;

Compliance Training: Each Authorized User has been properly trained in applicable legal requirements governing disclosure of customer information (including, but not limited to data protection Laws and applicable banking regulations), and your institution's internal disclosure authorization policies, and data security and confidentiality obligations;

Binding Authority: Each Authorized User is authorized to bind your organization to Verification Requests submitted through Veriv Services, and you acknowledge that your organization will be legally bound by all actions taken by Authorized Users;

Confidentiality Obligations: Each Authorized User is subject to appropriate confidentiality, data security, and privacy obligations, whether through employment agreements, contractor agreements, or other binding arrangements;

Role-Based Access: Authorized Users include but are not limited to compliance officers, operations staff, relationship managers, authorized disclosure personnel, and any other personnel at your organization who require access to Veriv Services to review and respond to Verification Requests;

Account Management Responsibilities: You are responsible for: (a) maintaining accurate records of all Authorized Users and their access levels; (b) immediately notifying Veriv and deactivating access when an Authorized User’s employment or relationship with your organization terminates or when such user no longer requires access; (c) monitoring Authorized Users’ activities and ensuring compliance with these Terms; (d) all actions taken by Authorized Users under your account, whether authorized or unauthorized; and (e) ensuring that Authorized Users do not share their credentials or permit unauthorized access;

Third-Party Access Prohibited: You shall not permit any third parties who are not Authorized Users as defined above to access or use Veriv Services through your account. This includes but is not limited to: (a) independent contractors not properly trained and supervised; (b) third-party service providers who have not been approved by Veriv; (c) affiliates or related entities without separate authorization; and (d) any individual who has not agreed to be bound by these Terms. If you discover unauthorized access by a third party, you must immediately notify Veriv and change all account credentials.

Violations by Authorized Users: You acknowledge and agree that any violation of these Terms by an Authorized User shall be deemed a violation by you, and you shall be fully responsible for all consequences of such violations, including but not limited to, indemnification obligations, termination of access, and legal liability.

You acknowledge that the information available through Veriv Services may include Personal Information and Non-Public Personal Information (NPI), and it is your obligation to keep all such accessed information confidential and secure. Accordingly, (i) restrict access to Veriv Services to only those of your employees who have a need to know as part of their official duties; (ii) ensure that none of your employees shall obtain and/or use any information received through Veriv Services for personal purposes; (iii) not transfer any information received through the Veriv Services to any party except as permitted by these Terms and the applicable customer authorization; (iv) in addition to any obligations under these Terms, take all measures to prevent by any person or entity unauthorized access to, or use of, the Veriv Services or data received therefrom, whether the same is in electronic form or hard copy; (v) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Veriv Services; (vi) be capable of receiving the Veriv Services where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by Veriv; (vii) not access and/or use the Veriv Services via mechanical, programmatic, robotic, scripted, scraping, or other such means, other than through batch or machine-to-machine applications or other applications approved in writing by Veriv; and (viii) take all steps necessary to protect your networks and computer environments, or those used to access the Veriv Services, from compromise.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, YOU SHALL REMAIN LIABLE FOR COSTS ASSOCIATED WITH SECURITY EVENTS CAUSED BY YOUR BREACH OF YOUR SECURITY OBLIGATIONS UNDER THIS SECTION 14, INCLUDING YOUR FAILURE TO IMPLEMENT ADEQUATE SECURITY MEASURES OR YOUR EMPLOYEES’ OR CONTRACTORS’ UNAUTHORIZED ACCESS OR USE. YOU SHALL REIMBURSE VERIV FOR ANY EXPENSES IT INCURS DUE TO YOUR FAILURE TO PREVENT IMPERMISSIBLE USE OR ACCESS OF VERIV SERVICES RESULTING FROM YOUR BREACH OF THIS SECTION 14, AND/OR ANY INFORMATION OR DATA RECEIVED OR DERIVED, DIRECTLY, OR INDIRECTLY, FROM VERIV SERVICES, AND/OR ANY ACTIONS REQUIRED AS A RESULT THEREOF.

Without limiting any provision of these Terms, Veriv may, in its sole discretion, take immediate action, including suspension or termination of your access to Veriv Services, without further obligation or liability of any kind.

You and Veriv shall comply with applicable data protection Laws with respect to the processing of Personal Information in connection with these Terms and the Veriv Services. The following describes certain specialized types of Personal Information (“Specialized Data”) that may be processed and the applicable legal requirements:

GLBA Data.

Some of the information contained in the Veriv Services is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state Laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). You shall not obtain and/or use GLBA Data through the Veriv Services, in any manner that would violate the GLBA, or any similar state or local Laws, regulations, and rules. You acknowledge and agree that you may be required to certify your permissible purpose for accessing GLBA Data at the time you request information in connection with certain Veriv Services, and you will recertify upon request by Veriv. You represent, warrant, and covenant that you have a permissible purpose under GLBA for each request for GLBA Data, and that you will use such data only for the purpose stated in your certification and the customer authorization. You certify with respect to GLBA Data received through the Veriv Services that you will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of such information in accordance with applicable standards and the GLBA Safeguards Rule (16 C.F.R. Part 314).

HIPAA.

You represent and warrant that you will not provide Veriv with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103 or other Law) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively, or other Law) or with information from such records (collectively, “HIPAA”).

FCRA Compliance and Consumer Reporting.

Not a Consumer Reporting Agency. Veriv does not act as a consumer reporting agency as defined under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”). Verification Responses provided through Veriv Services do not constitute a “consumer report” as defined under FCRA.

Permissible Purpose Certification. If you intend to use verification data (including Verification Responses) received through Veriv Services in connection with any decision or action regulated by FCRA (including but not limited to, credit decisions, employment decisions, insurance underwriting, tenant screening, or other purposes requiring a consumer report), you represent, warrant, and covenant that:

You have obtained or will obtain proper consumer reports from consumer reporting agencies that are compliant with FCRA;

You have or will obtain all required customer authorizations and provide all required notices under FCRA, including but not limited to, the Summary of Rights and adverse action notices;

You have a permissible purpose under FCRA Section 604 for any use of data in connection with FCRA-regulated decisions;

You will use verification data from Veriv Services only to verify or supplement information obtained through proper FCRA-compliant consumer reports, and not as a substitute for such consumer reports;

You will comply with all FCRA requirements regarding adverse action notices, reinvestigation procedures, and consumer rights;

You understand that verification data from Veriv Services does not include the dispute resolution, accuracy guarantees, and consumer protections required for consumer reports under FCRA.

Prohibited Uses Under FCRA Context. You should not:

Use Veriv Services for the purpose of serving as a factor in determining a consumer’s eligibility for credit, employment, insurance, housing, a license or other government benefit nor use Veriv Services in connection with an account review or collection of an account, in connection with a valuation of, or an assessment of the credit or prepayment risks associated with, an existing credit obligation, or for any other FCRA-regulated purpose.

Represent to consumers or third parties that Veriv Services provide consumer reports or that Veriv is a consumer reporting agency; or

Use Veriv Services to circumvent or avoid FCRA obligations or consumer protections.

Indemnification for FCRA Violations. Without limiting Section 31 of these Terms, you specifically agree to indemnify and hold harmless the Veriv Indemnitees from any claims, damages, liabilities, or expenses (including attorneys’ fees) arising from your failure to comply with FCRA or your misuse of Veriv Services in connection with FCRA-regulated activities.

Additional Certifications. Veriv may require additional certifications from you regarding your FCRA compliance program, including but not limited to proof of customer authorization, copies of required FCRA notices provided to consumers, documentation of permissible purpose, and evidence of proper consumer report usage from FCRA-compliant consumer reporting agencies.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials, including Verification Requests and Verification Responses (collectively, “Content”), whether publicly or privately posted or transmitted, are the sole responsibility of the person from whom such Content originated. Content may include links in Veriv Services to other Internet sites (including, without limitation, web or mobile) of third parties.

THIS MEANS THAT YOU, AND NOT VERIV, ARE ENTIRELY RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, EMAIL, TRANSMIT OR OTHERWISE MAKE AVAILABLE VIA THE VERIV SERVICES, EVEN IF ON A FORM OR MEDIA PROVIDED BY VERIV OR OTHERS. VERIV DOES NOT CONTROL THE CONTENT PROVIDED BY AND/OR POSTED BY YOU OR ANYONE ELSE VIA THE VERIV SERVICES. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT VERIV IS NOT RESPONSIBLE FOR THE AVAILABILITY OF EXTERNAL SITES, RESOURCES OR LINKS ON OR IN VERIV SERVICES, AND VERIV DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT VERIV SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE(S) OR RESOURCE(S).

The forms provided by Veriv are subject to the input of governmental entities, financial institutions, employers, and/or other third parties, and, as such, Veriv does not warrant and/or guarantee the accuracy, integrity, or quality of such Content and/or forms.

For clarity, Veriv does not claim ownership of Content of you or other parties and only claims ownership of Content originating from Veriv.

Subject to applicable Law, with respect to Content you submit or make available on in relation to Veriv Services, including but not limited to, any Veriv website, you grant Veriv the perpetual, irrevocable, sublicensable, and free right to use, distribute, reproduce, and adapt your Content (in whole or in part) in connection with the provision of the Veriv Services or Veriv’s business, including without limitation, incorporating your Content into other works in any format or medium now known or later developed.

Any reproduction, publication, distribution, or public exhibition of the materials provided on the Veriv Services, in whole or in part, by you, not authorized by Veriv in writing, or in these Terms, is strictly prohibited.

You acknowledge that Veriv may or may not pre-screen Content, but that Veriv and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Veriv Services or provided via the Veriv Services. Without limiting the foregoing, Veriv and its designees shall have the right to remove any Content that violates these Terms or, in Veriv’s sole opinion, is otherwise objectionable.

You understand that the Veriv Services and software embodied within the Veriv Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Veriv and/or content providers who provide content to the Veriv Services. You shall not attempt to override or circumvent any of the usage rules embedded into, or otherwise with, the Veriv Services.

UNDER NO CIRCUMSTANCES WILL VERIV BE LIABLE IN ANY WAY FOR (i) ANY CONTENT AND/OR FORMS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT AND/OR FORMS, AND/OR (ii) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT AND/OR FORMS, WHETHER OR NOT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE VERIV SERVICES. CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH CONTENT.

You acknowledge, consent, and agree that Veriv may access, preserve and disclose your account information, Responder Data, and/or Content, including Verification Responses and Verification Requests, if required to do so by Law or if Veriv has a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; (v) to provide the Veriv Services, (vi) to respond to complaints or inquiries to/from governmental entities and/or financial institutions, and/or other third parties, and/or (vii) protect the rights, property, or personal safety of Veriv, its users, and/or the public.

Your interactions, correspondence or business dealings with governmental entities, financial institutions, employers, and/or other third parties on or through the Veriv Services, including, without limitation, if applicable, payment and delivery of related goods or services, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such governmental entity, financial institutions, employers, and/or other third parties. YOU AGREE THAT VERIV SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH GOVERNMENTAL ENTITIES, FINANCIAL INSTITUTIONS, EMPLOYERS, AND/OR OTHER THIRD PARTIES ON OR THROUGH THE VERIV SERVICES.

You agree to not use Veriv Services to:

upload, post, email, transmit or otherwise make available any Content that is false, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

harm any person, including but not limited to minors, and any entity, in any way;

impersonate any person or entity, including, but not limited to, Veriv, another person or entity utilizing (or allegedly utilizing) Veriv Services, a governmental entity, financial institution, any third party, and/or employer or prospective employer, and/or official, employee, and/or representative of the foregoing, and/or falsely state or otherwise misrepresent your affiliation with a person or entity;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Veriv Service;

upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law, contract, fiduciary relationships, and/or otherwise (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

upload, post, email, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, privacy, or other proprietary rights of any party;

upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Veriv Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in exchanges;

interfere with or disrupt the Veriv Services or servers or networks connected to the Veriv Services, or disobey any requirements, procedures, policies, or regulations of Veriv and/or the networks connected to the Veriv Services;

provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to a person(s) or an organization(s) designated by the United States government as terrorist or otherwise;

“stalk” or otherwise harass another; and/or

collect or store Personal Information about other users of the Veriv Services and/or the Veriv Services.

You will not create profile of users of VERIV Services, or market to users of Veriv Services.

You shall not: (i) interfere or attempt to interfere with the proper working of the Veriv websites, Veriv Services, and/or Veriv systems; (ii) use or combine the Veriv websites, Veriv Services and/or Veriv systems with software, which creates any obligation with respect to Veriv contrary to these Terms; or (iii) grant to any third party any rights to, or immunities in relation to, Veriv’s intellectual property or proprietary rights.

You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, including, without limitation, for marketing, data processing, or data evaluation purposes, any portion or use of, or access to, the Veriv Services (including but not limited to Content, advertisements, software, web design, data and/or information received therefrom, and/or your Veriv ID). In addition, you shall not circumvent your or another person’s or entity’s use of the Veriv Services by any means, including, but not limited to, submitting (or having submitted) (i) your Content under an account or user ID other than your own, and/or (ii) another person’s Content under your account or your user ID. In addition, you shall not use Veriv Service to compete, directly or indirectly, or through a third party, against Veriv.

You agree to comply with all local rules of the jurisdiction in which you access the Veriv Services your use of the services and your online conduct and acceptable Content. Use of the Veriv Services and transfer and posting of data to Veriv and/or via the Veriv Services may be subject to the export and import Laws of the United States and/or other countries. You agree to comply with all applicable export and import Laws and regulations. Without limiting the foregoing, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to, the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, the United Kingdom’s HM Treasury’s Consolidated List of Sanctions Targets, or the European Union’s Consolidated List of Persons, Groups, and Entities Subject to the European Union’s Financial Sanctions. Nor will you transfer software, technology, and other technical data via the Veriv Services to parties identified on such lists; (b) agree not to use the Veriv Services for military, nuclear, missile, chemical, or biological weaponry end uses in violation of U.S. export Laws; (c) agree not to transfer, upload, or post via the Veriv Services any software, technology, or other technical data in violation of U.S. or other applicable export or import Laws.

You acknowledge that Veriv may establish general practices and limits concerning use of the Veriv Services, including without limitation the maximum number of days that your information, email messages, message board postings, Responder Data or Content (including Verification Requests and Verification Responses) will be retained by Veriv Services, the maximum number of email messages that may be sent from or received by an account or otherwise on the Veriv Services, the maximum size of any email message that may be sent from or received by an account or otherwise on the Veriv Services, the maximum space, if any, that will be allotted on Veriv’s servers on your or anyone else’s behalf, and the maximum number of times (and the maximum duration for which) you or anyone may access the Veriv Services in a given period of time.

Veriv reserves the right at its sole discretion upon notice to modify its storage procedures, including, but not limited to, the following:

(a) Completed Verification PDFs ("CVPs") may be made accessible online through the web application interface of the Veriv Services for six (6) months from the date the CVP was completed and hidden from that interface for an additional six (6) months thereafter. After the expiration of this twelve (12) month retention period, the CVPs will be permanently deleted from the Veriv Services and any other storage Veriv controls using cryptographic verification and industry-standard data destruction methods. You are responsible for storing a copy of all CVPs and should not rely on Veriv Services for long-term storage to comply with record retention Laws applicable to your business operations.

(b) Audit/Transaction Logs will be maintained indefinitely in the form of metadata to support audit and compliance requirements; however, no PDFs will be stored except as noted in subsection (a) above.

YOU AGREE THAT VERIV HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION, MESSAGES, AND OTHER COMMUNICATIONS OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO, RESPONDER DATA, OUTPUT, CONTENT AND FORMS (WHETHER OR NOT THEY CONTAIN YOUR INFORMATION) MAINTAINED OR TRANSMITTED BY OR TO VERIV AND/OR THE VERIV SERVICES. VERIV SERVICES ARE DESIGNED FOR DATA TRANSMISSION AND VERIFICATION FACILITATION, NOT AS A PERMANENT DATA STORAGE OR RECORDS MANAGEMENT SYSTEM. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING, STORING, AND MAINTAINING YOUR OWN RECORDS IN ACCORDANCE WITH YOUR BUSINESS REQUIREMENTS AND LEGAL OBLIGATIONS.

You acknowledge that Veriv reserves the right to log off accounts, or the equivalent of accounts. You further acknowledge that Veriv reserves the right to modify these general practices and limits at any time without notice.

Veriv may immediately suspend Responder's account and access to the Veriv Services upon written notice (including email or dashboard notification) in its sole discretion if:

(a) Responder materially breaches these Terms or the Acceptable Use Policy;

(b) Veriv detects unusual activity, fraud, money laundering, or security threats;

(c) Responder's use creates security risks or degrades system performance for other users;

(d) Required by law, regulation, court order, or regulatory authority;

(e) Information provided by Responder is discovered to be untrue, inaccurate, or incomplete in any material respect;

(f) Responder fails to respond to Veriv's requests for information within five (5) business days;

(g) Veriv is subject to a regulatory examination, audit, or inquiry that necessitates temporary suspension to ensure compliance.

During suspension, Responder will not have access to the Veriv Services but remains responsible for all fees accrued before and during the suspension period. Veriv will use commercially reasonable efforts to notify Responder of the reason for suspension. Veriv has no liability for any damages, losses, or costs arising from suspension undertaken in good faith pursuant to this Section.

Veriv may reinstate access if the condition causing suspension has been remedied to Veriv's reasonable satisfaction, Responder has provided any requested information, and Responder has agreed to any additional terms or controls Veriv deems necessary.

Termination for Convenience: Either party may terminate the Terms or your use of Veriv Services for any reason upon providing thirty (30) days' prior written notice to the other party.

Termination for Cause: Either party may terminate the Terms or use of the Veriv Services immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach.

Immediate Termination: You agree that Veriv may upon notice, immediately terminate, limit your access to or suspend your Veriv account and access to the Veriv Services in the following circumstances: (a) requests by law enforcement, other governmental agencies, or third parties; (b) discontinuance or material modification to the Veriv Services (or any part thereof); (c) unexpected technical or security issues or problems; (d) engagement by you in fraudulent or illegal activities in the sole opinion of Veriv; (e) nonpayment of any fees owed by you in connection with the Veriv Services, you are subject to any proceeding under any bankruptcy act or similar Laws; and/or (f) use by you of Veriv Services which negatively affects the goodwill or reputation of Veriv.

Further, you agree that all terminations, limitations of access, and suspensions for cause shall be made in Veriv’s sole discretion and that VERIV SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION FOR CAUSE, SUSPENSION, AND/OR LIMITATION OF ACCESS OF YOUR ACCOUNT OR ACCESS TO THE VERIV SERVICES.

Effect of Termination: Termination of your Veriv account, any associated email address, and/or access to the Veriv Services includes, but is not limited to, any or all of the following: (a) removal of access to all or part of the offerings within the Veriv Services; (b) deletion of your credentials, if any, and all related information, files and content associated with or inside your account and/or access thereto (or any part thereof); and (c) barring of further use of all or part of the Veriv Services.

Veriv may require reactivation charges to renew any Veriv Service after termination, suspension, and/or limitation of access. Upon termination for any or no reason, you are responsible for paying all amounts and charges under these Terms and/or to Veriv prior to and/or after termination, including, but not limited to, any applicable cancellation fee(s).

Upon written request and subject to verification of your identity, Veriv will provide you with a copy of Responder Data in a commonly used, machine-readable format within thirty (30) days, subject to applicable law and technical feasibility. Such data export shall include Verification Request and Verification Response records applicable to your use of the Veriv Services and account information then available within Veriv’s retention periods as set forth in these Terms. Veriv reserves the right to charge reasonable fees for data export requests that require significant technical resources. This data portability right does not apply to data that: (i) would compromise the privacy or security of other users; (ii) would disclose Veriv’s confidential business information or trade secrets; or (iii) is subject to legal holds or regulatory preservation requirements. YOU ACKNOWLEDGE THAT VERIV SERVICES FACILITATE DATA TRANSMISSION AND ARE NOT INTENDED AS A PERMANENT RECORDS MANAGEMENT SYSTEM. VERIV’S DATA EXPORT CAPABILITY IS LIMITED TO DATA AVAILABLE WITHIN OUR DEFINED RETENTION PERIODS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN COMPLETE RECORDS IN ACCORDANCE WITH YOUR BUSINESS AND LEGAL REQUIREMENTS.

Service Availability. Veriv will provide service level availability for Veriv Services in accordance with its then applicable service level schedule.

Business Continuity. Veriv maintains business continuity and disaster recovery plans designed to restore Veriv Services within a commercially reasonable timeframe following a disaster or service interruption. Veriv performs regular backups of customer data and maintains redundant systems to minimize service disruptions. However, Veriv does not guarantee zero data loss or zero downtime in all circumstances.

Limitations. The service availability commitment does not apply to: (i) service interruptions caused by factors outside Veriv’s reasonable control, including Force Majeure Events, internet service provider failures, or distributed denial of service attacks; (ii) scheduled maintenance; (iii) service interruptions caused by your breach of these Terms or your failure to follow Veriv’s usage guidelines; or (iv) issues caused by your equipment, network connectivity, or third-party software.

You and Veriv acknowledge that each of you and Veriv may have access to confidential information of the other party (the “Disclosing Party”) relating to the Disclosing Party’s business, including, without limitation, technical, financial, strategic, and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of Veriv’s information, product information, pricing information, product development plans, forecasts, data contained in Veriv Services, and other business information (“Confidential Information”). Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third party and received in good faith and without any duty of confidentiality by the Receiving Party or the third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. “Trade Secret” shall be deemed to include any information which qualifies as a trade secret under applicable law. Each receiving party (“Receiving Party”) agrees not to divulge any Confidential Information of the Disclosing Party or information derived therefrom to any third party and shall protect the confidentiality of the Confidential Information of the Disclosing Party with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party solely to the extent required by subpoena, court order, or other governmental authority, provided that the Receiving Party shall give the Disclosing party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order, or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party’s obligations with respect to Confidential Information shall continue for the term of the Veriv Terms and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each Party’s obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.

You shall not issue any press release or other public statement (including, without limitation, on social media, or via advertisements, promotional and/or or marketing materials) or make other disclosures to third parties regarding these Terms, the Veriv Services, your use and/or access to the Veriv Services, Veriv, and/or any Veriv Indemnitee, without Veriv’s prior written consent in each instance.

You acknowledge and agree that the Veriv Services and any software used in connection with the Veriv Services, including any APIs (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other Laws. You further acknowledge and agree that Content provided by Veriv, including but not limited to, information presented to you through or by the Veriv Services, including, but not limited to, the forms provided by Veriv, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and Laws (“Intellectual Property Rights”). You agree that Veriv owns all rights, title, and interest in and to the Veriv Services, Software and Content, including all Intellectual Property Rights. Except as expressly permitted by applicable Law or as authorized in a signed writing by Veriv or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, transfer, broadcast, publicly perform or create derivative works based on the Veriv Services, the Software, and Content that is not yours, including, but not limited to, forms, in whole or in part. Without limiting the foregoing, these Terms do not transfer from Veriv to you any Veriv developed, licensed, or owned property, including but not limited to, technology, Software, and/or Content (including but not limited to forms), and all right, title, and interest, including, but not limited to, copyrights, trademarks, service marks, patents, or other proprietary rights, in the foregoing, and together with all derivative works, modifications, enhancements, and upgrades, updates, and enhancements of the foregoing, but excluding your information and/or Content, are and will remain solely with Veriv or Veriv’s third-party providers, and are the sole property of Veriv or Veriv’s third-party providers. You shall immediately notify Veriv in writing of any threat or actual infringement of the foregoing. Any rights not expressly granted in these Terms are reserved by Veriv, and all implied licenses are disclaimed. You hereby assign and transfer to Veriv any and all rights in any of the foregoing intellectual property, either presently existing or hereinafter arising, and agree to take such actions and execute such documents / instruments as Veriv may reasonably request to secure such rights for Veriv or Veriv third-party providers. You will not attempt to prohibit or enjoin Veriv at any time from utilizing any property of Veriv, and/or any skills or knowledge (including, but not limited to, that of a general nature) that Veriv acquires during the course of providing Veriv Services. Veriv may be required to disclose information to individuals or entities, including, without limitation as to asserting rights under the Digital Millennium Copyright Act or otherwise, and you expressly authorize Veriv, without prior notice to you, to comply with any and all lawful notices, subpoenas, court orders, or warrants relating to the Digital Millennium Copyright Act or otherwise. You agree not to access the Veriv Services by any means other than through the interface that is provided by Veriv for use in accessing the Veriv Services. In addition, you shall use materials, information, and/or data received through the Veriv Services in a manner consistent with Veriv’s and the applicable Veriv third-party provider’s interests, and these Terms, and such third-party provider may use such data for any purpose consistent with applicable Laws and these Terms.

28.A Feedback and Suggestions

Responder may provide suggestions, enhancement requests, recommendations, or other feedback to Veriv ("Feedback"). Responder grants Veriv a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback for any purpose, including:

(a) Developing and improving Veriv Services;

(b) Creating new products and features;

(c) Training machine learning and artificial intelligence systems;

(d) Creating benchmarks and industry analysis; and

(e) Any other lawful business purpose.

Veriv has no obligation to implement Feedback, compensate Responder, or keep Feedback confidential (except for properly marked trade secrets or Personal Data). Responder to waive any claims arising from Veriv's use of Feedback.

28.B Veriv Data and Aggregate Information

Veriv may collect and use aggregated, anonymized, or de-identified data derived from the Services ("Veriv Data"). Veriv Data does not identify any individual or entity.

Veriv owns all rights to Veriv Data and may use it for any lawful purpose, including:

(a) Improving and optimizing the Services;

(b) Training machine learning models and artificial intelligence systems;

(c) Detecting and preventing fraud and security threats;

(d) Creating industry benchmarks, reports, and research;

(e) Marketing and business purposes; and

(f) Complying with legal and regulatory requirements.

Responder will not attempt to re-identify anonymized data or claim rights in Veriv Data.

Veriv Trademarks. You agree that all of Veriv’s trademarks, trade names, service marks, logos and other Veriv brand features, and product and service names of Veriv, are trademarks and the property of Veriv (the “Veriv Marks”). Without Veriv’s signed written prior permission in each instance, you agree not to display or use in any manner the Veriv Marks.

Your Trademarks. You agree that Veriv may use your trade name(s), as needed, to effectuate the Veriv Services.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WEBSITE(S) RELATED THERETO, IS AT YOUR SOLE RISK. THE VERIV SERVICES AND WEBSITE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERIV, AND ITS SUBSIDIARIES, AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS (I) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (II) ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CORRECTNESS, TIMELINESS, DELETION, ERRORS, MIS-DELIVERY, FAILURE, USE AND/OR MISUSE BY YOU OR ANYONE ELSE OF THE VERIV SERVICES, INCLUDING, BUT NOT LIMITED TO, THE USE, MISUSE AND/OR STORAGE OF ANY (A) USER OR THIRD PARTY (E.G., GOVERNMENTAL ENTITY, FINANCIAL INSTITUTION, EMPLOYER, THIRD PARTY OR REPRESENTATIVE THEREOF) COMMUNICATIONS AND/OR INFORMATION, (B) SERVICES, AND/OR (C) FORMS.

WITHOUT LIMITING THE FOREGOING, VERIV AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, ITS WEBSITES, OR SOFTWARE, (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VERIV SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE, AND YOU AGREE THAT VERIV SERVICES ARE NOT THE SOURCE OF MATERIAL, DATA, OR INFORMATION, NOR ARE VERIV SERVICES A COMPREHENSIVE COMPILATION OF MATERIAL, DATA OR INFORMATION, AND THAT BEFORE RELYING ON ANY MATERIAL, DATA OR INFORMATION FROM VERIV OR FROM VERIV SERVICES, IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY VERIFY SUCH MATERIAL, DATA AND INFORMATION, AND VERIV HAS NO LIABILITY FOR YOUR OR ANY THIRD PARTY’S RELIANCE ON SUCH MATERIAL, DATA OR INFORMATION; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, THE VERIV WEBSITE(S), AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE VERIV SERVICES AND/OR SOFTWARE WILL BE CORRECTED.

ANY MATERIAL, DATA, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VERIV SERVICES OR SOFTWARE IS ACCESSED OR PROVIDED SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOURSELF, OTHERS, YOUR COMPUTER SYSTEM, DEVICE (MOBILE OR OTHERWISE), INTERNET ACCESS, DOWNLOAD AND/OR DISPLAY DEVICE, AND/OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR PROVISIONING OF ANY SUCH MATERIAL, DATA, OR INFORMATION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERIV AND/OR ITS SUBSIDIARIES AND AFFILIATES, AND/OR EACH OF IT AND/OR THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS, AND/OR THROUGH OR FROM THE VERIV SERVICES, INCLUDING BUT NOT LIMITED TO, THE VERIV WEBSITE(S), AND/OR SOFTWARE, SHALL CREATE ANY WARRANTY FROM SUCH PERSON OR ENTITY OR OTHERWISE.

You agree to indemnify and hold Veriv, its subsidiaries and affiliates, and each of it and their owners, shareholders, directors, officers, partners, agents, employees, representatives, contractors, third-party providers, licensors, successors and assigns (collectively, the “Veriv Indemnitees”) harmless from any and all liabilities, claims, demands, costs, liabilities, expenses, and taxes including, but not limited to, reasonable attorneys’ fees, relating to and/or arising out of (i) Content (including Verification Responses) you submit, post, transmit, modify, or otherwise make available through the Veriv Services; (ii) your use of the Veriv Services; (iii) information and/or data you provide to or receive through the Veriv Services; (iv) your connection to the Veriv Services; (v) a Security Event caused by your breach of your obligations under these Terms or the DPA; (vi) any breach of these Terms; (vii) your obligations set forth in these Terms; (viii) your violation of applicable Law; (ix) your violation of any rights and/or harm to any person and/or entity; (x) your failure to independently verify customer authorization before providing a Verification Response as required by Section 9; (xi) your use of verification data for unauthorized purposes; and/or (xii) any act or omission by you (collectively, “Claim”). Without limiting the foregoing, you shall not approve any settlement or disposition of any Claim without the prior written consent of Veriv, which consent may be withheld for any or no reason. In addition, we may participate in the defense of any Claim at our expense. Furthermore, if you should fail to defend the Claim within the earlier of ten (10) days of you learning of the Claim or our notice to you about the Claim, we shall have the right to retain counsel of our choosing to defend the Claim at your cost and expense, payable to us as otherwise set forth in these Terms, and without prejudice to any of our rights under this Section or these Terms.

Veriv agrees to indemnify and hold Responder, its subsidiaries and affiliates, and each of it and their owners, shareholders, directors, officers, partners, agents, employees, representatives, contractors, third-party providers, licensors, successors and assigns (collectively, the “Responder Indemnitees”) harmless from any and all liabilities, claims, demands, costs, liabilities, expenses, and taxes including, but not limited to, reasonable attorneys’ fees, relating to and/or arising out of a claim the Veriv Services if used in accordance with its documentation (but excluding your Content, Verification Responses or Verification Requests or any other third party material provided on or through the Veriv Services) infringes the copyright or trade secret rights of any third party. You shall provide us with prompt written notice of any claim of indemnity and provide reasonable assistance in defense of such claim. We shall have sole control over the defense and settlement of such claim.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VERIV, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD-PARTY PROVIDERS, AND LICENSORS (I) SHALL NOT BE LIABLE TO YOU, OR ANYONE ELSE, FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR USE OR MISUSE OR LOSS OF PROFITS, GOODWILL, OR DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VERIV AND/OR A VERIV INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) EXCEPT TO THE EXTENT PROHIBITED BY LAW, SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY ACT OR OMISSION; (III) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AND/OR RELATING TO THE VERIV SERVICE, INCLUDING BUT NOT LIMITED TO, THOSE OF GOVERNMENTAL ENTITIES, FINANCIAL INSTITUTIONS, THIRD-PARTY PROVIDERS, AND/OR EMPLOYERS; (IV) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (V) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE AS TO A LIMITATION OF LIABILITY OF VERIV OR ANY VERIV INDEMNITEE SET FORTH ELSEWHERE IN THESE TERMS; AND (VI) WITHOUT LIMITING THE FOREGOING, SHALL ONLY BE LIABLE TO YOU FOR DIRECT DAMAGES FOR ITEMS NOT SET FORTH IN THIS SECTION, IN THE AGGREGATE AMOUNT NOT TO EXCEED THE TOTAL FEES YOU HAVE ACTUALLY PAID TO VERIV FOR THE VERIV SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER. YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE OR COMMENCE AN ACTION AGAINST VERIV FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF YOU AND/OR THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH GREATER SUM OR DAMAGES.

You understand and agree that in order to ensure compliance with certain Laws, these Terms, Veriv’s obligations under its contracts with its third-party providers, and Veriv’s internal policies, Veriv may (or have a third party) conduct periodic reviews of your use of the Veriv Services and may, upon ten (10) business days’ notice (or immediate notice in the event of a suspected security breach, data incident, regulatory inquiry, or other emergency), audit your records, processes, procedures, facilities, and/or systems related to your use, storage, and disposal of Veriv Services and information and/or data provided to or received therefrom. Veriv may conduct up to one (1) audit per twelve (12) month period, unless Veriv has reasonable cause to believe a violation of these Terms has occurred, in which case additional audits may be conducted. You agree to cooperate fully with any and all audits and to respond to any such audit inquiry (including, without limitation, providing access to your records, processes, procedures, facilities, and/or systems) within ten (10) business days of Veriv’s request, unless an expedited response is required by Veriv, Law, or otherwise. Violations discovered in any review and/or audit by Veriv will be subject to immediate action including, but not limited to, suspension or termination of the use of Veriv Services, reactivation fees, payment by you of audit fees and costs if material violations are found, indemnification by you, legal action against you, and/or referral to federal, state, or other regulatory agencies. If no material violations are found during an audit, Veriv shall bear its own costs and expenses for conducting the audit.

If you are using Veriv Services on behalf of a business entity with employees or contractors who will access Veriv Services, you shall train new employees and contractors as to your obligations under these Terms, including, but not limited to, the licensing requirements, restrictions, security requirements, and customer authorization requirements set forth herein.

Entire Agreement/No Assignment. These Terms constitute the entire agreement between you and Veriv, govern your use of the Veriv Services (including, but not limited to, the Veriv website(s)), and supersedes any prior version of these Terms and/or any agreement or understanding, oral or written, between you and Veriv with respect to the Veriv Services. These Terms may only be amended or terminated in a writing by Veriv. Any new, other, or different terms supplied by you, including without limitation, those contained in purchase orders or confirmations issued by you, are specifically and expressly rejected by Veriv and are null and void. You may not assign, sublicense, delegate and/or transfer any right or obligation pursuant to these Terms and/or the Veriv Services, in whole or in part, except to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that you provide Veriv with thirty (30) days’ prior written notice of such assignment. Any assignment in violation of this provision is null and void. Without limiting the foregoing, you agree that your Veriv account is non-transferable by you, including but not limited to, any rights to your Veriv ID or contents within your account. Veriv may assign, sublicense, delegate, and/or transfer any right or obligation pursuant to these Terms and/or the Veriv Services, in whole or in part, at any time to any person or entity, without notice to you.

CHOICE OF LAW / FORUM / WAIVER OF JURY TRIAL / CLASS ACTION WAIVER / STATUTE OF LIMITATIONS / RECOVERY OF COSTS

You and Veriv each agree that these Terms and the relationship between you and Veriv (and the Veriv Indemnitees) shall be governed by the Laws of the State of Delaware without regard to any conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and Veriv and/or the Veriv Services, shall be brought exclusively in the courts of competent jurisdiction located within the State of Delaware, USA. For purposes of these Terms and the Veriv Services, you and Veriv (i) agree to waive any and all objections to the exercise of jurisdiction over you and/or Veriv by the foregoing courts and to venue in such courts. Notwithstanding the forgoing exclusive jurisdiction, any judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS OR THE VERIV SERVICES.

CLASS ACTION WAIVER

ANY CLAIM OR CAUSE OF ACTION AGAINST VERIV WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS AND WILL NOT BE CONSOLIDATED IN ANY PROCEEDING WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION AGAINST VERIV.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THE VERIV SERVICES AND/OR THESE TERMS MUST BE FILED BY YOU WITHIN TWO (2) YEARS AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER BARRED.

In addition, you agree to pay all costs, including attorney’s fees, collection costs, and court costs we incur in enforcing these Terms, and/or any provision thereof, including, without limitation, through any appeal.

Waiver and Severability of Terms. The failure of Veriv to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Veriv, nevertheless, agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

Force Majeure. Veriv shall not be liable for any failure or delay in its performance under these Terms as it relates to the Veriv Services due to any cause beyond its reasonable control, including, but not limited to:

Acts of God, including earthquake, flood, fire, storm, hurricane, tornado, tsunami, volcanic eruption, or other natural disasters;

Epidemic, pandemic, public health crisis, or quarantine restrictions;

War (declared or undeclared), armed conflict, invasion, terrorism, civil unrest, riot, insurrection, or revolution;

Governmental action, including:

Imposition of sanctions, embargoes, or export/import restrictions;

Emergency regulations or executive orders;

Closure orders or business restrictions;

Seizure or nationalization of assets;

Labor disputes affecting third parties, including strikes, lockouts, slowdowns, or labor shortages;

Failure of telecommunications, internet service providers, or utility providers, including:

Power outages or shortages;

Internet backbone failures;

DNS or routing failures;

Failure of banking networks, payment systems, or financial service providers;

Cyberattacks affecting third parties;

Failure of critical suppliers, vendors, or subcontractors due to Force Majeure Events affecting them;

Changes in law or regulation requiring immediate compliance where compliance cannot be achieved within the affected Party's reasonable control;

Transportation failures, blockades, or embargoes preventing delivery of essential services or materials (collectively, “Force Majeure Events”).

No Third-Party Beneficiaries/Our Relationship. You agree that there are and shall be no third-party beneficiaries to this agreement except as expressly provided in these Terms. These Terms or your use of the Veriv Services will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Veriv and you. Neither Veriv nor you will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in these Terms.

Survival. The definitions in these Terms, and the provisions of Sections 2, 3, 3.A., 4 through 7, 9, 10, 11(first and third paragraphs only), 12 through 36 of these Terms survive any termination or expiration, if any, of these Terms and your license to and/or your access to the Veriv Services.

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

Copyright Or Intellectual Property Complaints. Veriv respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information:

a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;

a description of the copyrighted work or other intellectual property that you claim has been infringed or violated;

a description of where the material that you claim is infringing is located on our website(s);

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at:

Copyright Agent:

BVOD Solutions, LLC Attn: Legal Department support@bankvod.com 1 S Dearborn St, 20th Floor Chicago, IL 60603

Except as explicitly stated otherwise, any notice to us may be sent either by email to support@bankvod.com or by certified mail, postage prepaid and receipt requested to BVOD Solutions, LLC dba: Veriv, 1 S Dearborn St, 20th Floor, Chicago, IL 60603, and any notice may be sent either by email to the email address provided during registration or by certified mail, postage prepaid and receipt requested to the postal address provide on registration. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice by certified mail, postage prepaid and return receipt requested, shall be deemed given three (3) days after the date of mailing. You must ensure that your contact and account information with us is current and correct and promptly notify us in writing of any changes to such information.