Terms of Use

For purposes of these Terms, the “Services” include Verifiction’s artificial-intelligence-assisted tools and related technology for analyzing images, video, audio, audiovisual material, and other supported media for indicators of manipulation, synthetic generation, alteration, impersonation, or other authenticity-related characteristics. The Services may include: Web-based or mobile detection tools; Application programming interfaces and developer tools; Confidence scores, heatmaps, risk indicators, classifications, reports, and related detection output; Account management and administrative dashboards; Enterprise integrations; Technical documentation; Support, training, onboarding, maintenance, and consulting services; Beta, preview, trial, or evaluation features; and Any related software, models, systems, applications, plug-ins, extensions, or proprietary technology made available by Verifiction.

These Terms apply to both: Consumer Users, meaning individuals who obtain or use the Services primarily for personal purposes; and Business Customers, meaning corporations, partnerships, government bodies, nonprofit organizations, professional practices, institutions, or other entities that obtain or use the Services for commercial, professional, organizational, or institutional purposes. When an individual accepts these Terms on behalf of a Business Customer, that individual represents and warrants that they have authority to bind the Business Customer to these Terms.

Certain Services may be governed by one or more additional documents, including:

• An order form, statement of work, or subscription agreement (“Order Form”)
• A data processing addendum (“DPA”)
• A service level agreement (“SLA”)
• A developer or API agreement
• A business associate agreement, where applicable
• A trial or evaluation agreement
• or Product-specific terms presented at the time of purchase or activation. Together, these Terms and any applicable additional agreements constitute the complete agreement between Verifiction and the applicable user or customer regarding the Services (the “Agreement”).

In the event of a conflict:

• A DPA will control solely with respect to the processing and protection of personal information
• An Order Form will control with respect to expressly negotiated commercial terms
• An SLA will control with respect to expressly stated service levels and remedies
• These Terms will otherwise control
• and Product descriptions, marketing materials, purchase orders, or customer procurement documents will not modify the Agreement unless expressly accepted in writing by an authorized Verifiction representative. A provision in an Order Form will supersede these Terms only when the Order Form expressly identifies the provision being modified or clearly states that it supersedes these Terms.

You must be at least eighteen years old and have reached the age of majority in your jurisdiction to create an account or use the Services. The Services are not directed to children. You may not permit a minor to use the Services or submit media through your account.

By accessing or using the Services, you represent and warrant that:

• You are legally capable of entering into a binding agreement
• You are not prohibited from using the Services under applicable law
• All registration and payment information you provide is accurate and complete
• and When acting for an organization, you have authority to bind that organization.

Certain Services require an account. You must provide accurate, current, and complete account information and promptly update that information when it changes. Verifiction may refuse registration, require additional verification, or suspend an account when reasonably necessary to prevent fraud, abuse, security threats, or unlawful activity.

You are responsible for:

• Maintaining the confidentiality of usernames, passwords, API keys, authentication credentials, and administrative access
• Using reasonable security measures, including multi-factor authentication when available
• Restricting access to authorized individuals
• All activities conducted through your account or credentials
• and Promptly notifying Verifiction of suspected unauthorized access, compromised credentials, or security incidents. You may not sell, share, publish, transfer, sublicense, or expose account credentials or API keys except to your Authorized Users as permitted by the Agreement.

A Business Customer may permit its employees, contractors, and other approved personnel to access the Services as “Authorized Users,” subject to applicable account or license limits. The Business Customer is responsible for: Ensuring that Authorized Users comply with the Agreement; All acts and omissions of its Authorized Users; Promptly disabling access when an Authorized User is no longer authorized; and Ensuring that Authorized Users access the Services only for the Business Customer’s lawful internal purposes. Conduct by an Authorized User that would constitute a breach if committed by the Business Customer will be deemed a breach by the Business Customer.

Subject to the Agreement and payment of all applicable fees, Verifiction grants you a limited, revocable, nonexclusive, nontransferable, non-sublicensable right during the applicable subscription or service period to:

• Access and use the Services for your lawful personal or internal business purposes
• Submit supported media for analysis
• Access and use documentation provided by Verifiction
• and Use Detection Output as permitted by these Terms. No ownership interest in the Services or Verifiction technology is transferred to you.

“Detection Output” means reports, classifications, confidence scores, risk indicators, heatmaps, annotations, technical findings, or other output generated through the Services. Subject to payment of applicable fees, you may use and share Detection Output for lawful personal, internal, investigative, compliance, journalistic, safety, or business purposes. You may not: Materially alter Detection Output in a misleading manner; Remove qualifications, confidence levels, notices, or disclaimers; Present Detection Output as a certification, guarantee, judicial finding, or conclusive expert determination; Falsely represent that Verifiction has endorsed an accusation, publication, enforcement decision, or legal position; Use Verifiction’s name or trademarks to imply sponsorship or endorsement; or Resell or commercialize Detection Output as a competing detection service without Verifiction’s prior written consent.

You may copy and use Verifiction documentation only as reasonably necessary to access and use the Services. Documentation is Verifiction’s Confidential Information and intellectual property unless expressly designated as public.

Verifiction will provide the support included in your applicable Plan or Order Form. Any response times, uptime commitments, service credits, implementation services, or dedicated support obligations apply only when expressly stated in an SLA or Order Form.

The Services use automated systems, machine learning, artificial intelligence, forensic indicators, and other analytical processes. Detection Output is probabilistic and may be affected by factors including:

• Media quality
• Compression
• Cropping
• Resolution
• Frame rate
• File conversion
• Editing
• Re-recording
• Screen capture
• Lighting
• Background noise
• Unsupported formats
• Newly developed generation or manipulation techniques
• Missing metadata
• and Limitations in available training, validation, or reference data.

The Services may:

• Incorrectly identify authentic media as manipulated or synthetic
• Fail to identify manipulated or synthetic media
• Produce different results for different versions of the same media
• Produce inconclusive or low-confidence results
• or Be unable to evaluate particular files, formats, modifications, or generation methods. No confidence score, heatmap, label, classification, or other Detection Output should be interpreted as a guarantee.

Unless a specific Service expressly states otherwise, the Services do not:

• Verify the identity of the person who created, uploaded, transmitted, or appears in media
• Determine who manipulated or generated media
• Determine whether a particular individual consented to the creation or distribution of media
• Determine whether media is defamatory, unlawful, obscene, infringing, or admissible in court
• Establish criminal, civil, regulatory, or contractual liability
• or Establish the motive or intent of any person. A finding that media may be manipulated does not identify the person responsible for the manipulation.

Detection Output is intended to assist human evaluation. It should not replace independent investigation, professional judgment, corroborating evidence, contextual analysis, or qualified forensic review. You are solely responsible for determining whether and how to act on Detection Output.

You may not use Detection Output as the sole basis for a decision concerning:

• Arrest, detention, prosecution, sentencing, or criminal culpability
• Employment, promotion, discipline, or termination
• Credit, lending, or financial eligibility
• Housing or tenancy
• Insurance eligibility, pricing, or claims
• Education admission or discipline
• Healthcare treatment or eligibility
• Immigration or border determinations
• Access to essential services
• Government benefits
• Legal rights or privileges
• or Any other decision that may have a material legal or similarly significant effect on an individual. Any permitted use in these contexts must include meaningful human review and comply with all applicable laws, professional obligations, evidentiary requirements, and due-process protections.

You may not publicly accuse, identify, shame, harass, threaten, defame, or take retaliatory action against a person based solely on Detection Output.

Unless expressly stated in writing, Verifiction:

• Does not monitor third-party platforms on your behalf
• Does not automatically remove or disable third-party content
• Does not submit takedown notices or police reports
• Does not provide emergency services
• Does not provide legal advice
• Does not serve as an expert witness
• and Does not guarantee that Detection Output will be accepted by a court, regulator, platform, insurer, employer, or other third party. If you believe someone is in immediate danger, contact the appropriate emergency service or law-enforcement authority.

The Services and Detection Output do not constitute legal, medical, financial, insurance, employment, immigration, forensic, investigative, or other professional advice. You are responsible for obtaining qualified professional advice appropriate to your intended use and circumstances.

“Customer Content” means images, video, audio, audiovisual material, files, URLs, text, metadata, instructions, prompts, data, or other material submitted, transmitted, uploaded, or made available to Verifiction by or on behalf of a user or customer.

As between you and Verifiction, you retain all right, title, and interest in Customer Content. Verifiction does not acquire ownership of Customer Content merely because it is submitted to the Services.

You grant Verifiction a limited, nonexclusive, worldwide license to host, transmit, reproduce, decode, analyze, transform, and otherwise process Customer Content solely as reasonably necessary to:

• Provide the requested Services
• Generate Detection Output
• Maintain, secure, troubleshoot, and support the Services
• Prevent fraud, misuse, or security threats
• Comply with applicable law
• Enforce the Agreement
• and Carry out any additional use to which you have separately and affirmatively consented. This license ends when the applicable processing purpose is complete, except to the extent continued retention or processing is permitted by the Agreement, the Privacy Notice, a DPA, an Order Form, or applicable law.

You represent and warrant that:

• You own Customer Content or possess sufficient rights and lawful authority to submit and process it
• Your submission and use of Customer Content will not infringe intellectual property, privacy, publicity, confidentiality, contractual, or other rights
• You have obtained any consent or authorization required by applicable law
• You will not submit Customer Content in violation of a court order, confidentiality obligation, employment obligation, or platform restriction
• and You will use the Services only for legitimate and lawful purposes.

You may submit intimate, private, or highly sensitive media only when:

• You are the person depicted
• Each depicted adult has consented to the submission
• You have been expressly authorized by the person depicted
• You are acting in a legitimate professional, legal, investigative, safety, or law-enforcement capacity
• or The submission is otherwise expressly permitted by applicable law. You must use heightened care when handling sensitive media and must not unnecessarily download, distribute, publish, or retain it.

You may not submit:

• Child sexual abuse material
• Sexually explicit material depicting or appearing to depict a minor
• Sexualized synthetic or manipulated depictions of a minor
• or Any other content whose possession, creation, transmission, or analysis would be unlawful. Verifiction may suspend processing, preserve relevant information, and report apparent unlawful material when required or permitted by applicable law.

Verifiction will not use Customer Content to train or fine-tune general-purpose or commercial detection models unless:

• You have separately and affirmatively opted in
• The applicable Business Customer has authorized the use in a written agreement
• or The content has been lawfully obtained from another source independently of your use of the Services. An election to participate in a separately offered research, testing, or model-improvement program will be governed by the disclosures and consent terms presented for that program.

The temporary active-processing copy of Customer Content used to perform an analysis is removed after the analysis is completed. Unless an applicable Order Form or DPA states otherwise, or retention is required for legal, security, fraud-prevention, billing-reconciliation or dispute-resolution purposes, stored Customer Content, associated Detection Output, derived artifacts, reports and extracted media metadata are deleted or irreversibly de-identified from active systems within 28 days after the Detection Output is generated. Minimal non-content transaction and audit records may be retained where reasonably necessary. Residual copies in encrypted backups are isolated from ordinary operational use and removed through Verifiction's ordinary backup-rotation process within 90 days after deletion from active systems; backups are not restored except for disaster-recovery or security purposes, and any restored content is returned to the deletion workflow. Limited retention may continue where required by law or reasonably necessary for security, fraud prevention, billing reconciliation, dispute resolution, legal holds, or similar purposes, as described in the Privacy Notice. Unless expressly agreed otherwise, you must not rely on Verifiction as a storage, backup, archival, evidence-preservation, or media-management service and are responsible for retaining your own original files and any Detection Output you wish to preserve.

Reverse engineer, decompile, disassemble, decode, translate, or attempt to discover the source code, model weights, training methodology, underlying structure, algorithms, prompts, security controls, or nonpublic technical components of the Services; Copy, modify, adapt, translate, or create derivative works from the Services except as expressly authorized; Circumvent rate limits, account limits, credit requirements, authentication, access restrictions, or technical safeguards; Probe, scan, test, or evaluate the vulnerability or security of the Services without prior written authorization; Introduce malware, viruses, logic bombs, malicious code, corrupted files, or harmful components; Interfere with, overload, disrupt, degrade, or impair the Services or related infrastructure; Scrape, crawl, index, harvest, or extract data from the Services through unauthorized automated means; Use automated systems in excess of documented API limits; Access nonpublic systems, accounts, data, models, or networks without authorization; Remove proprietary, copyright, trademark, confidentiality, or attribution notices; Bypass or attempt to defeat content protections or abuse-prevention mechanisms; or Attempt, encourage, or assist another person to do any of the foregoing.

Sell, lease, sublicense, rent, assign, distribute, white-label, or commercially exploit the Services except as authorized in an Order Form; Use the Services as a service bureau or timesharing service for third parties unless your Plan expressly permits it; Use the Services or Detection Output to develop, train, validate, benchmark, or improve a competing detection service, model, or dataset; Publish comparative benchmarks or performance-testing results without Verifiction’s prior written consent; Misrepresent the source, meaning, accuracy, or limitations of Detection Output; or Use Verifiction trademarks, trade names, logos, or branding without authorization.

Violate applicable law, regulation, court order, professional obligation, or third-party rights; Facilitate fraud, extortion, blackmail, stalking, harassment, threats, unlawful surveillance, or impersonation; Identify, target, discriminate against, or profile individuals in an unlawful manner; Create or support a registry of suspected persons based solely on Detection Output; Manufacture evidence or manipulate Detection Output; Submit media obtained through hacking, unlawful surveillance, unauthorized account access, or theft; Facilitate the dissemination of non-consensual intimate imagery; Facilitate child exploitation or abuse; Interfere with elections or civic processes through unlawful conduct; Circumvent platform safety systems; Use Detection Output to make knowingly false or misleading claims; or Use the Services in a manner likely to expose Verifiction, its providers, or other users to material legal, operational, or security risk.

Verifiction’s collection, use, disclosure, safeguarding, transfer, and retention of personal information are described in the Verifiction Privacy Notice, which is incorporated into these Terms by reference.

When Verifiction processes personal information on behalf of a Business Customer, the parties may enter into a DPA. The DPA will govern the parties’ respective data-protection obligations for that processing.

You are responsible for:

• Providing all notices required to individuals whose personal information you submit
• Obtaining all required consents or establishing another lawful basis for processing
• Responding to individuals’ requests when you control the relevant information
• Configuring your use of the Services appropriately
• Limiting submissions to information reasonably necessary for the intended purpose
• and Complying with applicable privacy, biometric, surveillance, employment, communications, and data-protection laws.

Verifiction may use hosting, infrastructure, security, communications, payment, and other service providers to operate the Services. Information may be processed in jurisdictions identified in the Privacy Notice or applicable DPA.

Verifiction will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed. No internet transmission, storage environment, or security system is completely secure. Verifiction does not guarantee that unauthorized persons will never defeat security measures. You must promptly notify Verifiction at support@verifiction.com if you become aware of an actual or suspected security incident affecting the Services. Where Verifiction becomes aware of a confirmed security incident resulting in unauthorized access to, or acquisition or disclosure of, Customer Content or personal information processed on your behalf, Verifiction will notify affected customers without undue delay after confirmation, provide the information reasonably available to it about the nature, scope and status of the incident, and take reasonable steps to contain and remediate it. For Business Customers, notification timeframes, content and cooperation obligations may be further specified in the applicable DPA. Nothing in this Section limits either party's obligations under applicable breach-notification laws.

You agree to pay all fees, usage charges, overages, taxes, and other amounts associated with your selected subscription, credit package, Order Form, or Plan. Pricing and usage limits will be stated at checkout, in the applicable Plan description, or in an Order Form. Fees are stated in the currency displayed at checkout or identified in the applicable Plan or Order Form. If no currency is identified, fees are quoted in Canadian dollars.

The Services are provided on a pay-as-you-go, usage-credit basis, and Verifiction does not currently offer automatically renewing consumer subscriptions. Where a subscription or recurring plan is offered and expressly agreed — for example under a Business Customer Order Form — it may renew as stated in that Order Form. Where a plan automatically renews, you authorize Verifiction or its payment processor to charge the applicable payment method for the recurring fees, taxes, and authorized usage charges, and Verifiction will provide any renewal notices, obtain any separate consent, and honour any cancellation right required by applicable law. Any statutory cooling-off or cancellation right remains unaffected by this Section.

A Consumer User may stop using the Services at any time and may close their account by contacting support@verifiction.com. Because the Services are credit-based, there is no recurring subscription to cancel unless a subscription has been expressly agreed. Where a paid subscription has been expressly agreed, then unless otherwise required by law or stated in an applicable refund policy: cancellation takes effect at the end of the then-current paid period; you will retain access through the end of that period; previously paid fees will not be prorated or refunded; and cancellation does not eliminate charges incurred before cancellation, and cancellation of such a subscription will be available through a method at least as simple as the method by which it was purchased. Business Customer cancellation and nonrenewal rights are governed by the applicable Order Form.

Purchased credits do not expire. Promotional, complimentary, referral, and trial credits provided at no charge may expire as disclosed when granted. Expired promotional credits are not refundable, and purchased credits are non-refundable except where required by law or expressly stated in a written refund policy or Order Form.

Automatic credit top-ups are not currently offered. If Verifiction makes automatic top-ups available in the future, they will be subject to the separate disclosures and authorizations presented at the time you enable them, and you will be able to disable them through the method disclosed at that time.

When your use exceeds included limits, Verifiction may:

• Charge applicable overage fees
• Deduct additional credits
• Require purchase of additional capacity
• Throttle or suspend further processing
• or Move the account to an appropriate Plan, when authorized by the applicable agreement.

Payments may be processed by a third-party payment provider. Your use of that provider may be subject to its separate terms and privacy policy. You authorize Verifiction and its payment provider to store and use payment credentials as necessary to process authorized charges.

Except where required by law or expressly stated in a written refund policy or Order Form:

• Fees are nonrefundable
• Unused subscription time is not refundable
• Purchased credits are nonrefundable
• and Failure to use the Services does not entitle you to a refund. Nothing in this section limits mandatory cancellation, cooling-off, refund, or consumer-protection rights that cannot lawfully be excluded.

You must notify Verifiction of a suspected billing error within sixty days after the charge or invoice first appears. You must provide sufficient information for Verifiction to investigate the dispute. Failure to raise a dispute within this period does not waive rights that cannot legally be waived.

Business Customer invoices are due within thirty days unless the Order Form states otherwise. Overdue undisputed amounts may accrue interest at the lesser of (a) one and one-half percent (1.5%) per month, compounded monthly (equivalent to 19.56% per annum), or (b) the maximum rate permitted by applicable law, calculated from the due date until payment in full. The Business Customer will reimburse reasonable collection costs, including legal fees, incurred in collecting overdue undisputed amounts.

Fees exclude applicable sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes. You are responsible for applicable taxes other than taxes based on Verifiction’s net income.

Verifiction may change subscription prices, credit pricing, included usage, overage rates, Plan features, or other commercial terms by providing reasonable advance notice. Unless otherwise required by law or agreed in an Order Form, changes will apply to future purchases or at the beginning of the next renewal period and will not retroactively increase fees for a then-current prepaid subscription period.

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that:

• Is marked confidential or proprietary
• Is identified as confidential at the time of disclosure
• or Should reasonably be understood as confidential given its nature and the circumstances of disclosure. Verifiction Confidential Information includes nonpublic information concerning the Services, models, model architecture, detection methods, security, pricing, product plans, documentation, performance, and technology. Business Customer Confidential Information includes nonpublic Customer Content, business information, and data submitted under the Agreement.

Confidential Information does not include information the Recipient can document:

• Is or becomes public without breach of the Agreement
• Was lawfully known without confidentiality restriction before disclosure
• Was independently developed without use of the Discloser’s Confidential Information
• or Was lawfully received from a third party without confidentiality restriction.

The Recipient will:

• Protect the Discloser’s Confidential Information using at least reasonable care
• Use it only to perform or exercise rights under the Agreement
• Disclose it only to personnel, contractors, professional advisors, and service providers who need to know it and are subject to appropriate confidentiality obligations
• and Be responsible for its representatives’ compliance with this Section.

The Recipient may disclose Confidential Information when legally required, provided that, to the extent legally permitted, the Recipient:

• Gives prompt notice to the Discloser
• Cooperates, at the Discloser’s expense, with efforts to seek confidential treatment or a protective order
• and Discloses only the information legally required.

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The Discloser may seek injunctive or equitable relief in addition to other available remedies.

Verifiction and its licensors own all right, title, and interest in and to:

• The Services
• Software
• Models and model weights
• Algorithms
• Detection methods
• User interfaces
• Documentation
• Reports and report formats
• Databases
• Workflows
• Designs
• Verifiction trademarks and branding
• Improvements and derivative works
• and All related intellectual property rights. Except for the limited rights expressly granted under the Agreement, Verifiction reserves all rights.

Verifiction may collect and analyze technical, operational, security, and usage information concerning the provision and performance of the Services (“Service Data”). Verifiction may use Service Data to:

• Operate, secure, support, and improve the Services
• Diagnose technical issues
• Prevent fraud and abuse
• Understand product usage
• Develop new features
• Calculate billing and capacity
• and Produce aggregated or de-identified analytics. Verifiction will not use Service Data in a manner that identifies an individual or Business Customer in external publications unless authorized or permitted by applicable law.

When you provide suggestions, ideas, recommendations, feature requests, or other feedback, you grant Verifiction a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction, payment, or attribution. This provision does not transfer ownership of your Confidential Information or Customer Content.

Neither party may issue a press release or public statement using the other party’s name, logo, trademarks, or service marks without prior written consent. A Business Customer may authorize Verifiction in an Order Form or separate written approval to identify it as a customer.

The Services may interoperate with third-party websites, social networks, communications services, storage providers, applications, identity-verification services, payment services, or other platforms. Third-party products and services are governed by their own terms and privacy policies. Verifiction is not responsible for: Third-party availability or security; Third-party content; Actions taken by third-party platforms; Changes to third-party interfaces or APIs; Suspension of third-party accounts; Third-party data practices; or Losses caused by a third-party service.

When you connect a third-party service, you authorize Verifiction to access and process information from that service as necessary to provide the requested integration. You represent that you have authority to grant that access.

References to a third-party company, platform, product, or trademark do not imply endorsement, sponsorship, partnership, or affiliation unless expressly stated.

Verifiction may modify, improve, update, replace, or discontinue features of the Services. For paid Business Customers, Verifiction will not materially reduce the core functionality purchased under an active Order Form during its current term unless reasonably necessary to address: Applicable law; Security or abuse; Third-party technology changes; Intellectual property concerns; or Material technical risk.

The Services may be temporarily unavailable because of:

• Scheduled or emergency maintenance
• Internet or telecommunications failures
• Hosting or infrastructure failures
• Cyberattacks or security incidents
• Third-party service disruptions
• Capacity limitations
• Force majeure events
• or Technical problems. Service-level remedies apply only when expressly stated in an SLA.

Beta, preview, trial, experimental, or evaluation features:

• May be incomplete or unstable
• May produce inaccurate or inconsistent results
• May be modified or discontinued at any time
• May be subject to additional restrictions
• and Are provided without an SLA unless expressly stated otherwise. You should not use beta features for production, safety-critical, or high-impact decisions.

These Terms remain effective until your account is terminated and all subscriptions and Services have ended. You may stop using the Services at any time and may request account closure as described in the Privacy Notice.

The term of a Business Customer’s subscription will be stated in the Order Form. Unless the Order Form states otherwise, the subscription will automatically renew for successive periods equal to the initial term unless either party provides at least thirty days’ notice of nonrenewal before the end of the then-current term.

Either party may terminate an Order Form or the Agreement when the other party materially breaches the Agreement and fails to cure the breach within thirty days after written notice. A party may terminate immediately when: A breach cannot reasonably be cured; The other party engages in fraud, willful misconduct, or unlawful activity; Continued performance would violate applicable law; The other party becomes insolvent, ceases business operations, makes an assignment for creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within sixty days; or Immediate termination is otherwise expressly permitted by the Agreement.

Verifiction may terminate a Consumer User’s account or free Service upon reasonable notice. Verifiction may terminate immediately for serious or repeated misuse, nonpayment, security threats, unlawful content, fraudulent activity, or conduct that may materially harm Verifiction or another person.

Upon termination:

• Your right to access the affected Services ends
• You must stop using Verifiction software, APIs, credentials, and documentation
• Outstanding amounts become immediately due
• Verifiction may disable accounts and API keys
• Customer Content will be handled in accordance with the Privacy Notice and applicable DPA
• Each Business Customer must return or destroy Verifiction Confidential Information upon request
• and Termination will not affect rights or liabilities accrued before termination.

Provisions that by their nature should survive termination will survive, including provisions concerning ownership, confidentiality, fees, restrictions, disclaimers, indemnification, limitation of liability, dispute resolution, and interpretation.

Each party represents and warrants that it has the legal authority to enter into and perform the Agreement.

For paid Business Customers, Verifiction warrants that during the applicable subscription term:

• The Services will materially conform to the applicable documentation
• and Verifiction will provide professional services in a professional and workmanlike manner. The Business Customer must notify Verifiction of an alleged breach within thirty days after discovery. As the exclusive remedy for breach of this limited warranty, Verifiction will, at its option: Reperform the affected Service
• Use commercially reasonable efforts to correct the nonconformity
• or Terminate the affected Service and refund prepaid fees covering the unused portion of the terminated period. This warranty does not apply to issues caused by unauthorized use, third-party products, unsupported media, customer systems, modifications not made by Verifiction, or use contrary to documentation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THE AGREEMENT:

• THE SERVICES, SOFTWARE, DOCUMENTATION, DETECTION OUTPUT, BETA FEATURES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS
• VERIFICTION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, COMPLETE, CURRENT, OR COMPATIBLE WITH EVERY FILE OR SYSTEM
• VERIFICTION DOES NOT WARRANT THAT DETECTION OUTPUT WILL BE ACCURATE, CONCLUSIVE, RELIABLE, ADMISSIBLE, OR SUITABLE FOR A PARTICULAR PURPOSE
• VERIFICTION DOES NOT WARRANT THAT THE SERVICES WILL DETECT EVERY MANIPULATION, SYNTHETIC FILE, DEEPFAKE, IMPERSONATION, OR SECURITY THREAT
• VERIFICTION DOES NOT WARRANT THAT AUTHENTIC MEDIA WILL NEVER BE FLAGGED
• VERIFICTION DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• AND YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES, DETECTION OUTPUT, AND ALL DECISIONS OR ACTIONS BASED ON THEM. Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

To the extent permitted by law, you will defend, indemnify, and hold harmless Verifiction, its affiliates, and their directors, officers, employees, contractors, licensors, and representatives from claims, proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable legal fees arising out of or relating to: Customer Content; Your access to or use of the Services; Your breach of the Agreement; Your violation of applicable law or third-party rights; Your allegation, publication, enforcement action, or other decision based on Detection Output; Your failure to obtain required consent or authorization; Misuse of an account, API key, or credentials under your control; Your combination of the Services with unauthorized technology; Your fraud, willful misconduct, or gross negligence; or The acts or omissions of your Authorized Users. A Consumer User is subject to this provision only to the extent enforceable under applicable consumer law.

For Business Customers with a paid Order Form, Verifiction will defend the Business Customer against a third-party claim alleging that the authorized use of the unmodified Services infringes that third party’s copyright, trademark, or patent, and will pay damages finally awarded or settlements approved by Verifiction. Verifiction will have no obligation for claims arising from: Customer Content; Customer or third-party modifications; Use outside the scope of the Agreement; Failure to use an updated or corrected version provided by Verifiction; Combination with products, services, data, or technology not supplied or approved by Verifiction; Compliance with customer instructions or specifications; Continued use after Verifiction provides notice to stop; or Beta, trial, or no-charge Services. If an infringement claim is made or reasonably likely, Verifiction may: Obtain the right to continue providing the affected Service; Modify or replace the Service with materially equivalent functionality; or Terminate the affected Service and refund prepaid fees for the unused portion of the applicable subscription period. This Section states the Business Customer’s exclusive remedy for third-party intellectual property infringement claims involving the Services.

The indemnified party must:

• Promptly notify the indemnifying party of the claim
• Permit the indemnifying party to control the defense and settlement
• and Provide reasonable cooperation at the indemnifying party’s expense. Failure to provide prompt notice will relieve the indemnifying party only to the extent materially prejudiced. The indemnifying party may not settle a claim in a manner that: Admits wrongdoing by the indemnified party
• Imposes payment or nonmonetary obligations on the indemnified party
• or Fails to provide a full release, unless the indemnified party gives prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS WILL BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS
• LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA
• COSTS OF SUBSTITUTE PRODUCTS OR SERVICES
• REPUTATIONAL HARM
• THIRD-PARTY PLATFORM ACTIONS
• DECISIONS MADE IN RELIANCE ON DETECTION OUTPUT
• OR BUSINESS INTERRUPTION, REGARDLESS OF THE LEGAL THEORY AND EVEN WHEN ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: For a Business Customer, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by the Business Customer for the affected Services during the twelve months immediately preceding the event giving rise to the claim. For a Consumer User, Verifiction’s total aggregate liability arising out of or relating to the Services will not exceed the greater of: The amount paid by the Consumer User to Verifiction during the twelve months immediately preceding the event giving rise to the claim; or One hundred Canadian dollars.

The exclusions in Section 18.1 and the caps in Section 18.2 do not apply to the extent liability arises from:

• (a) fraud or fraudulent misrepresentation
• (b) willful misconduct
• (c) death or personal injury caused by negligence, where such liability cannot be excluded
• (d) a party's infringement or misappropriation of the other party's intellectual property rights
• (e) a Business Customer's payment obligations under the Agreement
• or (f) liability that cannot lawfully be excluded or limited, including liability to Consumer Users under mandatory consumer-protection law. Notwithstanding Section 18.2, each party's total aggregate liability arising from its breach of Section 10 (Confidentiality) or of its data-protection obligations under the Agreement or an applicable DPA will not exceed two (2) times the cap otherwise applicable under Section 18.2, except where sub-clause (a), (b) or (f) applies. The parties acknowledge that the fees reflect the allocation of risk in the Agreement and that these limitations are an essential basis of the bargain. Verifiction’s indemnification obligations under Section 17.2 remain subject to the liability cap in Section 18.2 unless an Order Form expressly provides otherwise. The parties acknowledge that the fees reflect the allocation of risk in the Agreement and that the limitations are an essential basis of the bargain.

The Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that Province, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before commencing formal legal proceedings, a party must provide written notice describing:

• The nature of the dispute
• The relevant facts
• The relief requested
• and Contact information for the complaining party. The parties will attempt in good faith to resolve the dispute for at least thirty days after notice. This requirement does not prevent either party from seeking urgent injunctive relief or taking action before a limitation period expires.

Subject to mandatory consumer-protection laws, the parties irrevocably submit to the exclusive jurisdiction of the provincial and federal courts located in British Columbia, Canada.

Nothing in the Agreement limits rights or remedies available to a Consumer User under mandatory consumer-protection law. When applicable law permits a Consumer User to bring a claim in the courts of the Consumer User’s home jurisdiction, this Section does not eliminate that right.

Verifiction may provide notices by:

• Email to the address associated with your account
• A notification within the Services
• Posting on the Verifiction website
• or Another reasonable electronic method. You are responsible for keeping your contact information current.

Formal legal notices must be sent to: Verifiction Technologies Inc., doing business as Verifiction Attn: Legal Department 410 Bamboo Ln., Los Angeles, CA 90012 Email: support@verifiction.com Notice is effective upon confirmed receipt.

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labour disputes, epidemics, pandemics, government action, internet failures, utility failures, cyberattacks, hosting-provider failures, telecommunications failures, or widespread technical outages. The affected party will use commercially reasonable efforts to mitigate the effects and resume performance. Force majeure does not excuse payment obligations for Services already provided.

You may not assign or transfer the Agreement without Verifiction’s prior written consent, except that a Business Customer may assign the Agreement in connection with a merger, reorganization, or sale of substantially all relevant assets when: The assignee is not a direct competitor of Verifiction; The assignee agrees in writing to assume the Agreement; and The assignment does not materially increase Verifiction’s obligations or risk. Verifiction may assign the Agreement to an affiliate or in connection with a merger, financing, restructuring, acquisition, sale of assets, or change of control. Any prohibited assignment is void.

The parties are independent contractors. The Agreement does not create an agency, employment, partnership, fiduciary, franchise, or joint-venture relationship. Neither party has authority to bind the other.

The Agreement does not create rights for any third party, except for parties expressly entitled to indemnification or liability protections under the Agreement.

If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it will be severed, and the remaining provisions will remain in effect.

A waiver must be in writing and signed by the waiving party. Failure or delay in enforcing a provision is not a waiver.

Except where the Agreement expressly provides an exclusive remedy, rights and remedies are cumulative.

You consent to receiving agreements, notices, invoices, disclosures, and other communications electronically. Electronic acceptance, signatures, and records have the same effect as paper documents and handwritten signatures to the extent permitted by law. Marketing communications will be sent only as permitted by applicable law, and recipients may unsubscribe through the method provided in the communication.

Headings are for convenience only. The terms “including,” “includes,” “such as,” and similar expressions mean “including without limitation.” “Or” is inclusive unless the context clearly requires otherwise. The Agreement will not be interpreted against a party solely because that party drafted it.

The Agreement constitutes the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, representations, communications, and agreements concerning that subject matter. Purchase orders and procurement documents issued by a customer are for administrative convenience only and do not modify the Agreement.

Except for updates made under Section 20, amendments must be in writing and signed or electronically accepted by authorized representatives of both parties.