Validity

Terms of Service Overview

*This is a practical summary, not legal advice. The separate Data Processing Addendum (“DPA”) is incorporated into the agreement and may contain important privacy details not included here.*

1. Data Collection and Usage

• Customer Data means electronic data and information submitted to the Services by the Customer or its Users. The Terms do not specify particular categories of personal data, such as names, email addresses, contacts, usage data, or payment information.
• The Customer remains the owner of its Customer Data.
• The Customer gives Validity a license to access, use, copy, distribute, display, and process Customer Data during the Service Term:
• To provide and improve the Services;
• To prevent or resolve technical or service problems;
• At the Customer’s or Users’ direction; or
• When legally required.
• Validity may generate de-identified and aggregated data from Customer Data on a perpetual, irrevocable basis and use it to provide and improve its products and services. Validity may share this aggregated data with subcontractors, but must not identify the Customer as its source.
• Customer is responsible for the accuracy, legality, quality, integrity, and necessary permissions for all data submitted. It must comply with applicable privacy and data-protection laws.
• The Customer is solely responsible for backups. Validity does not promise to back up or restore Customer Data.

2. User Rights

• Customers own their Customer Data and own Reports generated from that data, although Reports may be used only for the Customer’s internal business purposes.
• The Terms do not expressly provide individuals with rights to access, correct, delete, export, or object to processing of their personal data. Those rights may be addressed in the separate DPA or applicable law.
• Upon request, confidential information must generally be returned or deleted, except for legally required records and backup copies. This provision is not a clear, comprehensive data-deletion commitment after termination.
• Users should review the DPA for controller/processor roles, security measures, international transfers, retention, breach procedures, and data-subject rights.

3. Third-Party Sharing

• Validity may share Customer Data with its subcontractors and affiliates that perform work on its behalf; Validity remains responsible for their performance under the Terms.
• Customer-authorized integrations, such as CRM systems, may allow third-party providers to access or transmit Customer Data. Validity disclaims responsibility for those providers’ acts, omissions, performance, and security.
• Confidential Information may be disclosed to employees, contractors, and agents who need it and are bound by confidentiality obligations.
• Validity may disclose information when required by law, where legally permitted after reasonable efforts to notify the affected party.
• Validity may publicly identify the Customer as a Validity customer in marketing and public-relations materials.

4. AI/ML Training

• The Terms do not expressly say that Customer Data will be used to train artificial-intelligence or machine-learning models.
• They do permit Validity to use Customer Data to provide and improve the Services and to create de-identified, aggregated data for product improvement. Depending on the DPA or other policies, this could potentially include analytics, model development, or other automated-improvement activities.
• Customers seeking to prohibit AI/ML use should review the DPA and obtain written clarification or a contractual restriction.

5. Key Customer Obligations and Restrictions

Customers must:

• Use the Services only for internal business purposes and within applicable Order Form limits.
• Protect login credentials, avoid sharing accounts, and promptly report unauthorized access.
• Ensure Users comply; the Customer is responsible for account activity and User conduct.
• Obtain all required authorizations and comply with applicable laws.
• Avoid submitting data that violates another party’s intellectual-property or privacy rights.
• Not reverse engineer, copy, resell, sublicense, scrape, probe security, bypass authentication, or introduce malware.
• Remove installed Software after termination.

Automatic renewal may apply for successive 12-month terms, generally requiring at least 60 days’ advance non-renewal notice. Fees may increase on renewal or change after notice. Verification credits may expire after one year, and automatic replenishment can create recurring charges if enabled.

6. Liability and Disputes

• Services are provided “as is” with no express or implied warranties, including uninterrupted, error-free, merchantable, fit-for-purpose, or non-infringing performance.
• Neither party is liable for indirect, consequential, punitive, special, or similar damages, including data loss, business interruption, lost profits, or lost business.
• Validity’s total liability is capped at fees paid or payable in the 12 months before the event giving rise to the claim.
• Claims must be brought within 12 months after the relevant facts are known.
• Delaware law governs, and disputes must be brought exclusively in state or federal courts in Delaware. There is no arbitration provision.
• Validity may suspend access for nonpayment or when reasonably necessary to protect its systems or other customers, while fees may continue during suspension.

7. Changes and Notice

• Validity may modify the Terms by posting changes. Changes become binding 30 business days after posting.
• Continued use after that period constitutes acceptance. Customers who disagree must stop using the Services.
• Fee changes may be communicated by email, website posting, or within the Services, and continued use constitutes acceptance.