Inverite Verification Inc. (“Inverite”) Browser & Capture Application Terms and Conditions
(hereinafter the “Terms and Conditions”)
Please read these Terms and Conditions carefully.
Without restricting any other provision in these Terms and Conditions, by clicking “Continue”, you expressly acknowledge that you have read these terms and conditions and agree to these terms and conditions set out herein.
1. Introduction
In these Terms and Conditions:
“Merchant” means any party who referred you to Inverite for the purposes of Inverite’s services including identity verification, bank account verification and financial information verification.
“Inverite Application” means Inverite’s technology, including the downloadable browser and capture application technology and the web frame verification technology, which collects your personal information.
You understand and agree that your use of Inverite’s service is voluntary.
These Terms and Conditions between you and Inverite governs your use of Inverite’s service, including your use of the Inverite Application. You request, authorize, direct and permit Inverite to provide to the Merchant in accordance with the terms and conditions herein: (1) verification of your identity, and (2) verification and analysis of your bank account and financial information.
2. Access and Use; Proprietary Rights
You may access and use the Inverite Application by downloading and installing software (the “Downloadable Application”) to your electronic device, or through the web frame application (the “Web Frame Verification”) on the website of Inverite. The Downloadable Application and the Web Frame Verification are collectively referred to as "Licensed Materials". Licensed Materials, any web sites owned and operated by Inverite, and any content available in relation thereto are collectively referred to as "Supplied Materials". By exercising your right and decision to use or install and use the Licensed Materials you agree to be bound by the terms of the Terms and Conditions. If you do not agree to these Terms and Conditions, do not install, access or use the Licensed Materials.
3. Ownership; All Users of Electronic Device Bound
You represent and warrant to Inverite that you are the owner of the electronic device you install or access the Licensed Materials on (the “Electronic Device”) and that you authorized the download, installation, and access of the Licensed Materials on the Electronic Device, or if you are not the owner of the Electronic Device, that the owner of the Electronic Device has authorized you to download, install, and access the Licensed Materials on the Electronic Device. You agree to comply with all applicable laws, rules and regulations in your use of the Licensed Materials and not to use the Licensed Materials in a manner prohibited by law or in violation of any contractual provision by which you are bound.
If you permit any other user to access or use the Electronic Device and the Licensed Materials, you agree to provide a copy of the Privacy Policy and these Terms and Conditions to each such other user and obtain the user’s agreement, as a party, to the Privacy Policy and these Terms and Conditions before permitting the user to access and use the Electronic Device and the Licensed Materials.
4. Interference
You agree that you will not use any robot, spider, or other automatic or manual device or process intended to interfere or compromise the proper working of any of the Licensed Materials.
5. Voluntary Licensed Materials and Right to Uninstall
You understand that the Downloadable Application includes voluntarily installed software programs. You may uninstall any such voluntarily installed software programs at any time by using the uninstall or remove feature in your Electronic Device.
6. Bank Account
You agree to only use the Inverite Application and Licensed Materials on or in respect of bank or other accounts that you are the sole owner of and have permission to access (all such accounts are collectively referred to as the “Bank Account”).
7. Credentials
Without restricting any other provisions of the Privacy Policy, these Terms and Conditions, or any other agreement you may have with Inverite, by using the Inverite Application and Licensed Materials, and by submitting any data, passwords or other information (collectively “Credentials”), you agree that Inverite may use, modify, display, distribute, store or create new material using the Credentials for the purposes of identity verification, bank account and financial information verification and analysis, and for any and all other purposes and in any manner provided for in these Terms and Conditions.
8. Bank Account and Financial Information Verification
Without restricting any other provisions of the Privacy Policy, these Terms and Conditions, or any other agreement you may have with Inverite, you authorize and grant Inverite permission to, on your behalf, access the Bank Account, including all histories and linked accounts, through the online banking portal for the Bank Account or such other third party sites designated by you (collectively the “Online Banking Portal”), to retrieve information for the purposes of identity verification, bank account and financial information verification and analysis.
You understand and agree that such information retrieved will be categorized, normalized, and otherwise analyzed by Inverite, which may include performance of statistical analysis and machine learning algorithms.
You further understand and agree that Inverite may use the information retrieved in respect of the Bank Account and any verification and analysis of that information, to generate conclusions, reports, statements and other material (the “Financial Information”).
You specifically direct, authorize, and permit Inverite to provide the Financial Information to the Merchant.
9. Downloadable Application
When using the Downloadable Application, no Credentials, will be stored on or sent to Inverite’s servers. You agree to transit all data visible and the contents of all visible webpages when pushing the “Capture” button to Inverite and to the provider of the Online Banking Portal.
10. Web Frame Verification
When using the Web Frame Verification, you grant Inverite the right to use and transmit your Credentials to the provider of the Online Banking Portal. All Credentials will be stored temporarily using industry standard encryption which will be kept from a period of: 24 hours for typical use; up to 30 days for an institution in debug mode; or up to 2 years (730 days) if the Merchant has enabled instant refreshes. If you wish to revoke access to the Online Banking Portal, you may change the applicable password at any point.
11. Security
You and any other user of the Inverite Application and Licensed Materials are solely responsible for maintaining the confidentiality of any password(s). You and any other such user are also solely responsible for any information stored in any Electronic Device or Licensed Materials, whether or not authorized by you or such other user.
12. Links
Advertising vehicles may be displayed on your Electronic Devices screen and such vehicles may contain links to Internet websites operated by third parties. The linked websites are not under Inverite’s control. Inverite is not responsible for the content available on any other websites so linked. Unless otherwise stated, such links do not imply Inverite’s endorsement of the material on any other website. Access to any other websites linked as herein described is at your own risk.
13. Scope of License
Inverite grants you a non-exclusive, limited license, pursuant to the terms set out in these Terms and Conditions, to: (i) install and use the most current version of the Licensed Materials solely for the purpose for which such are supplied; and (ii) use the Licensed Materials only for your personal, non-commercial purposes.
14. License Restrictions & Updates/Enhancements
(1) Your license to an existing version of Licensed Materials may, at Inverite’s discretion, expire when new versions of Licensed Materials are released. Inverite reserves the right to add additional features or functions to existing Licensed Materials. When installed on your Electronic Device any Licensed Materials that communicate with our or 3rd Party servers do so as described in the Privacy Policy. Additionally, Inverite may require the update or automatic distribution of Licensed Materials on your Electronic Device when a new version of the Licensed Materials is released or when new features are available.
(2) Notwithstanding the foregoing, Inverite has no obligation to make available to you any subsequent versions of Licensed Materials. You may not distribute or copy (other than for backup purposes) Licensed Materials. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover or disassemble Licensed Materials or the equivalent of Licensed Materials in any way. You do not have the right to create derivative works of Licensed Materials. You agree not to attempt, or allow others to attempt, to reverse-engineer Licensed Materials and/or modify Licensed Materials source code. Any and all modifications or enhancements to Licensed Materials, whether by Inverite, you, or any other party, shall remain Inverite’s sole property. You further agree not to access the Inverite Application by any means other than the Licensed Materials. Without restricting any other provisions in the Terms and Conditions or in any way limiting Inverite’s rights, you understand that Inverite may, at Inverite’s discretion, modify, discontinue, or suspend your right to access any of the Licensed Materials at any time or terminate your license.
(3) Inverite reserves all rights not expressly granted to you in the Terms and Conditions.
15. Other Restrictions
You may not rent, lend, assign or lease Licensed Materials, but you may transfer your rights under the Terms and Conditions and any associated agreements on a permanent basis provided: you transfer all copies of the Licensed Materials and the Terms and Conditions; and the recipient agrees to be bound by the Terms and Conditions and all associated agreements.
16. Ownership
You agree that all Licensed Materials are licensed, not sold to you. No ownership rights are conveyed. You agree that Licensed Materials belong to Inverite, including all intellectual and proprietary rights, unless otherwise specified. Inverite retains all right, title and interest in and to Licensed Materials at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Additionally, all content accessed through Licensed Materials is the property of the applicable content owner and may be protected by applicable intellectual property laws, including copyright and trademark. The Terms and Conditions give you no rights to such content. Any suggestions, ideas or inventions that you voluntarily and optionally disclose to Inverite through any means will be used or not used by Inverite at Inverite’s sole discretion; Inverite will have no obligation to you regarding any ideas or inventions that you disclose through such means.
17. Disclaimer of Warranty
(1) USE OF SUPPLIED MATERIALS IS AT YOUR OWN RISK. INVERITE PROVIDES SUPPLIED MATERIALS ON AN "AS IS", "WHERE IS", BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. INVERITE ALSO DISCLAIMS ALL LIABILITY WITH REGARD TO YOUR VIEWING OF ANY WEB SITES THAT MAY BE LINKED FROM ANY SUPPLIED MATERIALS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS AND CONDITION. INVERITE MAKES NO WARRANTY THAT (I) THE SUPPLIED MATERIALS ARE ACCURATE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SUPPLIED MATERIALS WILL BE RELIABLE; (III) THE SUPPLIED MATERIALS WILL IDENTIFY ANY IDENTITY THEFT, (IV) THE QUALITY OF ANY PRODUCTS OBTAINED OR PURCHASED THROUGH THE USE OF THE SUPPLIED MATERIALS WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE SUPPLIED MATERIALS WILL BE CORRECTED.
(2) THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.
18. Limitation of Liability
(1) IN NO EVENT WILL INVERITE’S, OR ITS DISTRIBUTORS, DISTRIBUTEES, SUPPLIERS, MERCHANTS, BUSINESS ASSOCIATES, ADVERTISERS, THIRD-PARTY DEVELOPERS OR DISTRIBUTORS OF LICENSED MATERIALS, OR ANY OF THE FOREGOING ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY "PROTECTED PARTIES") BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF OUR PRIVACY POLICY, END-USER LICENSE AGREEMENT, OR YOUR USE OR INABILITY TO USE LICENSED MATERIALS, OR SUPPLIED MATERIALS EVEN IF A PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PROTECTED PARTIES MAXIMUM CUMULATIVE LIABILITY UNDER THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY EXCEED THE LESSER OF $10.00 CDN. OR THE REVENUE ACTUALLY RECEIVED BY INVERITEDIRECTLY ATTRIBUTABLE TO THE LICENSED MATERIALS.
(2) BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PROTECTED PARTIES' LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
19. No Protected Parties Liability
The Protected Parties assume no liability hereunder for, and shall have no obligation to defend you or to pay costs, damages or lawyers' fees for, any claim arising from: (i) any method or process in which Licensed Materials may be used by you; (ii) any results of using Licensed Materials; (iii) any use of other than a current unaltered release of Licensed Materials; or (iv) the combination, operation or use of any Licensed Materials furnished hereunder with non-Licensed Materials if such infringement could have been avoided by not combining operating or using the Licensed Materials with other programs, data or materials.
20. Privacy Policy and Other Policies
You have agreed and consented to the Privacy Policy, a copy of which is located at https://www.inverite.com/privacy.
You agree to be bound by and comply the privacy statements applicable to third party software/materials and any other policies governing the use of Licensed Materials to which, as appropriate, you have agreed to be bound or of which you have been provided notice.
21. Termination
If any information you provide to Inverite is incomplete or inaccurate, Inverite, in its sole discretion and without prior notice to you, reserves the right to terminate your license in respect of the Licensed Materials and to terminate access to and use of the Licensed Materials.
22. Export Controls
The Licensed Materials, and the underlying information and technology may not be downloaded or otherwise exported or re-exported to certain countries, depending on your country of residence or citizenship. If you are an American you may not download, otherwise export of re-export the foregoing: (i) into, or to a national or resident of, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Licensed Materials, you are agreeing to the foregoing and you represent and warrant that you (as applicable) are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws that pertain to you.
23. Applicable Law
The laws of British Columbia, Canada will govern this agreement, without reference to conflicts of law principles. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the provincial and federal courts in British Columbia, Canada. The United Nations Convention on Contracts for the Sale of Goods does not apply to this agreement.
24. Arbitration
Any claim or controversy arising out of or related to these Terms and Conditions, Licensed Materials, or Supplied Materials may be settled by binding arbitration in accordance with the rules of Arbitration Act, R.S.B.C. 1996, c. 55, its rules, and the regulations appurtenant thereto, at Inverite’s option. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. The election of arbitration shall not preclude Inverite from seeking any injunctive relief in any state, provincial or federal courts for protection of Inverite’s intellectual property rights.
25. Successor Agreements
The Terms and Conditions and Privacy Policy may change from time to time in the future. The most current Terms and Conditions and Privacy Policy will be posted on our website which can be accessed at www.inverite.com. By your use of the Inverite Application any time after the Terms and Conditions and Privacy Policy have been changed, you acknowledge and agree that you have read and agree to the most current Terms and Conditions and Privacy Policy.
26. U.S. Government Restricted Rights
Licensed Materials are provided with Restricted Rights. Use, duplication or disclosure by the United States Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Licensed Materials clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Licensed Materials-Restricted Rights at 48 C.F.R. 52.227-19, as applicable.
27. General
The terms and conditions, as modified from time to time as described above, including the policies/terms incorporated by reference, set forth the entire understanding and agreement between you and Inverite with respect to the subject matter hereof.
If any provision or provisions hereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
Inverite shall not be liable for any delay or failure in performance under these Terms and Conditions or interruption of service resulting from acts of God, civil or military authority, war, labour disputes, materials provided by third parties, or any cause beyond our reasonable control.
Except as described herein, you may not assign this agreement without Inverite’s explicit consent.