BoC Blockchain of Custody®

Terms of Service

Operator: VeriBlock, Inc. ("Company," "we," "us," or "our"; together with our officers, directors, employees, agents, contractors, suppliers, and licensors, the "Company Parties"). Service: the BoC / Blockchain of Custody® website, applications, and APIs (the "Service").

By accessing or using the Service, you ("you" or "User") agree to these Terms of Service (the "Terms"). If you do not agree, do not access or use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

1. The Service — what it is and is not

The Service lets users compute cryptographic fingerprints (hashes) of files, record and time-stamp them, maintain a tamper-evident custody log, anchor fingerprints to public blockchains (including Bitcoin and Ethereum), generate zero-knowledge possession proofs, and export and verify proof bundles (each as further qualified below).

The Service is a software tool only. We are not a law firm, notary public, escrow agent, legal records custodian, evidence-handling service, financial institution, or money-services business. Any storage, hosting, or retention the Service provides is a software convenience; it does not make us a custodian for purposes of laying any evidentiary foundation and does not make us responsible for the custody, integrity, authentication, or evidentiary foundation of your files. Nothing the Service produces is legal advice, and nothing we provide guarantees that any record, proof, anchor, time-stamp, certificate, or bundle will be admissible as evidence, authentic, genuine, accurate, complete, tamper-proof, legally sufficient, or accepted or given any weight by any court, arbitrator, agency, counterparty, or other third party, or that any output establishes or validates chain of custody, authorship, ownership, possession, identity, or the existence, content, or control of a file at any time. You are solely responsible for determining whether and how the Service fits your needs and for obtaining your own legal, financial, and technical advice.

Meaning of terms. References anywhere in the Service or these Terms to "proof," "verify," "certificate," "tamper-evident," "custody," "notarize," "anchor," "time-stamp," "bundle," "report," "custody log," "Blockchain of Custody," or similar words describe the Service's cryptographic and software functionality only. This list is illustrative, not exhaustive. "Tamper-evident" describes design intent and does not guarantee that tampering will be detected or prevented. Use of "notarize" or similar words does not mean the Service performs a notarial act or is performed by a notary public. Such terms are not representations that any output is legal proof, an official certification, tamper-proof, authentic, or that it establishes or validates chain of custody or evidentiary value. See also Sections 10 and 18.1.

No holding out. You will not represent, suggest, or hold out to any court, arbitrator, agency, or other person that the Company certifies, authenticates, endorses, guarantees, or vouches for the authenticity, accuracy, completeness, chain of custody, evidentiary value, legal sufficiency, or admissibility of any file, record, or output, or that the Company is a certifying or records-custodian authority. Any such representation is a breach of these Terms and is made solely by you. You are solely responsible to any person to whom you provide an output (see the no-reliance-by-third-parties clause in Section 11), and your covenants in this Section are prohibited conduct for purposes of Sections 4, 12, and 13.

Output legends. Every output the Service exports (including any certificate, bundle, report, or custody log) bears a conspicuous disclaimer legend reflecting this Section and Section 10, and the Service stamps that legend on each such export. You will not alter, remove, obscure, or truncate that legend, and you will not display, file, produce, or otherwise present any output without its accompanying legend (or, where the legend cannot travel with the format, without reproducing the Section 1 disclaimer verbatim alongside it). Each output bears this legend as a condition of these Terms, and any recipient or relying party is on notice of, and subject to, Sections 1, 10, and 11.

Not an archive. The Service is not a backup, archive, or records-retention system. You are solely responsible for independently retaining your own copies of your files, proof bundles, certificates, and custody logs. We may delete, purge, or stop preserving data and anchors at any time without liability, and we do not guarantee the continued availability of any output.

2. Eligibility

You must be at least 18 years old (or the age of majority where you reside) and legally able to form a binding contract. You may not use the Service if you are barred from doing so under applicable law, including sanctions, export-control, or other trade-restriction laws.

You represent and warrant that you are not (and are not owned or controlled by, or acting on behalf of) any person on a U.S. or other applicable government restricted-, denied-, or sanctioned-party list; you are not located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned jurisdiction; and you will not use the Service in violation of any sanctions or export-control law.

3. Accounts and security

You are responsible for your account credentials, wallet keys, API keys, and all activity under your account. We are not responsible for any loss arising from unauthorized use of your account or from your loss of credentials or private keys. The Service is designed so that we do not take custody of your private keys, and key loss is irreversible. This is a statement of design intent and normal operation, not a warranty; we do not warrant it and disclaim liability for any deviation (see Section 10). Notify us promptly of any suspected unauthorized use.

4. Acceptable use — prohibited conduct

You agree not to use the Service, and not to permit anyone to use the Service, to:

  1. violate any law, regulation, or third-party right — including any criminal law, sanctions or export-control law, intellectual-property right, privacy or data-protection law, or contractual obligation;
  2. hash, record, time-stamp, store, anchor, transmit, or process any content you do not have the lawful right to use, or that is unlawful, infringing, defamatory, fraudulent, obscene, terrorist or violent-extremist content, content facilitating trafficking in illegal goods, weapons, or controlled substances, or that constitutes child sexual abuse material or non-consensual intimate imagery;
  3. facilitate, conceal, or further any crime, fraud, money laundering, terrorist financing, sanctions evasion, or other unlawful activity;
  4. fabricate, falsify, backdate, or misrepresent evidence, identity, ownership, authorship, or chain of custody, or use the Service to deceive any court or third party;
  5. harass, threaten, stalk, dox, or incite violence against any person, or use the Service to facilitate such conduct;
  6. submit, or use the Service to process, any specially regulated data — including government classified or export-controlled technical data, protected health information, full payment-card data, or biometric identifiers — without our prior written agreement;
  7. hash, anchor, time-stamp, or otherwise commit to any public blockchain any personal data of a third party unless you have a lawful basis to do so and have determined that doing so is lawful notwithstanding that on-chain data cannot be deleted, rectified, or made private. You are the controller of any such data, you acknowledge the Service cannot effect erasure or rectification of on-chain data, and you will indemnify the Company Parties under Section 12 for any data-subject, regulatory, or third-party claim arising from your decision to anchor it;
  8. interfere with, disrupt, overload, probe, reverse-engineer (except to the limited extent that applicable law prohibits restricting reverse engineering), circumvent, or attempt to gain unauthorized access to the Service, its security, rate limits, or any system or data;
  9. introduce malware; bulk-extract or scrape data at scale; or use the Service, any output, documentation, or non-public information about the Service to develop a competing product or to copy any feature, function, or design of the Service (subject to the reverse-engineering carve-out in item 8);
  10. remove, alter, obscure, or truncate any disclaimer legend on an output, present any output without it, or hold the Company out as certifying, authenticating, endorsing, or vouching for any output (see Section 1); or
  11. use the Service in any other manner that materially and foreseeably harms, or is intended to harm, the Service, the Company Parties, or any third party, or that is reasonably similar to the conduct prohibited above.

Material breach; consequences. Any violation of this Section 4 is a material breach of these Terms. We may immediately suspend or terminate your access for any actual or suspected violation, and on termination for cause your right to use any unused Credits is forfeited and Credits are non-refundable, in each case to the maximum extent permitted by applicable law (see Sections 5.4 and 13).

You are solely responsible for the files, hashes, metadata, and other content you submit ("User Content") and for your conduct. You represent and warrant that you have all rights necessary to submit your User Content and to grant the licenses below; that your User Content and use of the Service do not and will not violate these Terms or any law or third-party right; and that your User Content does not include any specially regulated data described in item 6 without our prior written agreement.

No duty to monitor. We have no obligation to monitor, screen, pre-screen, or review User Content, accounts, or use of the Service, and we do not do so as a matter of course. We may, but are not obligated to, remove content or suspend or terminate access for any actual or suspected violation, without liability. Any monitoring or removal we do undertake is at our sole discretion, creates no duty to do so in any other instance, and does not make us responsible for User Content or User conduct.

Investigations and disclosure. We may, but are not obligated to, monitor, investigate, preserve, access, and disclose any User Content, account information, logs, or activity where we believe in good faith it is reasonably necessary to (i) comply with applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms; (iii) detect, prevent, or address fraud, security, or technical issues; or (iv) protect the rights, property, or safety of the Company Parties, users, or the public. If we obtain actual knowledge of apparent child sexual abuse material, we will report it to the National Center for Missing & Exploited Children and/or law enforcement to the extent required by applicable law, and may preserve related content for that purpose. Nothing in this paragraph creates any obligation to monitor, screen, or search for such content. Any such disclosure is consistent with our Privacy Policy.

Copyright complaints (DMCA notice-and-takedown). We respect intellectual-property rights and respond to notices of alleged infringement under the U.S. Digital Millennium Copyright Act (DMCA). If you believe content accessible through the Service infringes your copyright, send a written notice to our designated agent — VeriBlock, Inc., Attn: DMCA Copyright Agent, 335 E. Linton Blvd, Suite B14-2099, Delray Beach, FL; it@veriblock.com (registered with the U.S. Copyright Office) — that includes: (i) your physical or electronic signature; (ii) identification of the copyrighted work; (iii) identification of the allegedly infringing material and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement that you have a good-faith belief the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and you are authorized to act. We may remove or disable access to allegedly infringing material, will forward notices as appropriate, and accept counter-notices containing the elements required by 17 U.S.C. § 512(g). Repeat-infringer policy. In appropriate circumstances we will terminate the accounts of users who are repeat infringers.

5. Blockchains, cryptocurrency, and payments

You acknowledge and agree that:

  1. Public blockchains (including Bitcoin and Ethereum) are independent, third-party networks we do not own or control. We do not guarantee that any transaction, anchor, or proof will confirm, settle, persist, or remain valid, or that any network will be available, performant, secure, or free of forks, reorganizations, congestion, or fee volatility. We cannot alter, delete, retract, or make private any data once it is written to a public blockchain, including at your request.
  2. Blockchain transactions are generally irreversible. To the extent you transact on-chain, you do so directly through your own wallet and the relevant third-party network; the Company does not receive, route, or transmit those funds. We are not responsible for any loss arising from network behavior, gas/transaction fees, smart-contract bugs, third-party wallets, or funds you send to an incorrect address or in an incorrect amount.
  3. Network fees and failed anchors. You are responsible for all network, gas, and transaction fees associated with your use of the Service, whether paid directly or applied from Credits. We act as principal, not as your agent, money transmitter, or exchanger: we pay network fees from our own wallets and resources as a cost of providing our software services, and you do not thereby transmit, exchange, or convert cryptocurrency through us. Fees and anchor timing are estimates and may vary with network conditions. Network fees are consumed when a transaction is broadcast. Accordingly, a failed, delayed, dropped, replaced (e.g., by fee-bumping), reorganized, or unconfirmed transaction does not entitle you to a refund of fees or Credits already expended, except to the extent a refund is required by applicable law. We do not guarantee that any anchor will confirm within any timeframe.
  4. Credits. "Credits" are a prepaid, limited license to access paid features of the Service. Credits are not money, stored value, a gift card, a deposit, or a financial instrument; they are non-transferable, have no cash value, are not redeemable or exchangeable for cash or cryptocurrency, and confer no ownership, interest, or expectation of profit. The Company, acting as principal and not as an agent or custodian for any user, applies Credits and any stablecoin or card payments solely as payment for its own software services in a closed-loop arrangement; the Company does not transmit, exchange, or hold funds on behalf of users and does not act as a custodian, exchanger, or administrator of value. Credits on termination. (a) On suspension or termination for your breach or suspected unlawful use, unused Credits may be forfeited to the maximum extent permitted by applicable law; (b) on termination by the Company not caused by your breach (for example, if we discontinue the Service), we will refund the unused, prepaid Credit balance attributable to software fees, less any network, gas, or transaction fees already incurred or committed on your behalf. Any expiration or forfeiture of Credits applies only to the extent permitted by applicable law.
  5. Stablecoin and crypto payments. Where we accept payment in a stablecoin or other cryptocurrency, the U.S.-dollar value of your payment is fixed at the amount we actually credit on receipt and confirmation, and you bear all exchange-rate, de-peg, volatility, and network risk before and after receipt. We may refuse, hold, freeze, or return any payment that we reasonably believe is suspicious, erroneous, or connected to sanctioned parties or unlawful activity, and any refund of an irreversible crypto payment, if made, will be in our reasonable discretion as to form and amount.
  6. Non-refundable. Any Credits, fees, or stablecoin payments are non-refundable except where refunds are required by applicable law or expressly provided in Section 5.4. We may change pricing prospectively. You are responsible for all taxes other than our income taxes.
  7. Consumer withdrawal. Where you are a consumer with a statutory right of withdrawal or cancellation for digital content or services, you expressly request that the Service (including anchoring and proof generation) begin immediately, and you acknowledge that, to the extent performance has been rendered and/or the digital content has been supplied, you thereby lose any right of withdrawal as to that performance. To the extent applicable law requires, unused Credits for which performance has not yet been rendered remain refundable.
  8. Payment source and chargebacks. You represent that any wallet, account, card, or funds you use to pay are lawfully yours and are not derived from or connected to sanctioned parties or unlawful activity. You agree not to initiate a chargeback, reversal, or payment dispute except as required by law or these Terms; a wrongful chargeback is a material breach, and we may suspend the Service and recover the disputed amount and associated costs.
  9. No custodial, exchange, or money-transmission services. We do not provide investment, tax, or financial advice, and we are not a money-services business or custodian of your funds. The Company does not operate a hosted or custodial wallet, a cryptocurrency exchange or trading venue, or a money-transmission service; it does not buy, sell, hold, or convert cryptocurrency for users or transmit value between users.

6. Intellectual property

We and our licensors own all rights in the Service, including its software, design, and trademarks (including "BoC" and "Blockchain of Custody®"). We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service per these Terms. You retain ownership of your User Content and grant us a worldwide, royalty-free license to host, process, and use it solely to operate, secure, and improve the Service and as needed to provide features you request (such as anchoring a hash or generating a proof). You grant us a perpetual, irrevocable license to use de-identified, aggregated data derived from use of the Service.

Feedback. If you provide any suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, exploit, and incorporate it without restriction or compensation, and you waive any rights that would limit our use of it.

7. Privacy

Our handling of personal data is described in our Privacy Policy, incorporated by reference. By design and under normal operation, files you choose to hash or verify locally are not transmitted to us; this is a statement of design intent, not a warranty, and we do not warrant it and disclaim liability for any deviation (see Section 10). You are responsible for what you choose to upload, store, or anchor.

8. Third-party services

The Service may interoperate with or link to third-party services (wallets, RPC providers, blockchains, e-mail/DKIM, etc.). We are not responsible for third-party services, and your use of them is governed by their terms.

9. Litigation support and legal process

The Company has no obligation to authenticate any record, provide affidavits, declarations, or certifications, act as a records custodian, or appear or testify (as a fact or expert witness) in any proceeding. You are the custodian of your own records and are solely responsible for laying any evidentiary foundation for them. If we receive any subpoena, discovery demand, legal process, or governmental or third-party request arising from or relating to your use of the Service or your User Content, we may charge you, and you will reimburse, our reasonable costs, attorneys' fees, and standard hourly rates for responding, regardless of whether your use was lawful. Where your use giving rise to the request was unlawful or in breach of these Terms, you will additionally defend and indemnify us under Section 12 (including trigger (e)).

10. Disclaimer of warranties

THE SERVICE, INCLUDING ALL RECORDS, HASHES, ANCHORS, TIME-STAMPS, PROOFS, BUNDLES, CERTIFICATES, AND OTHER OUTPUTS, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR ACCURATE, THAT ANY OUTPUT WILL BE ADMISSIBLE, AUTHENTIC, GENUINE, ACCURATE, COMPLETE, TAMPER-PROOF, OR LEGALLY SUFFICIENT, THAT ANY RECORD, TIME-STAMP, PROOF, OR LOG ESTABLISHES OR VALIDATES CHAIN OF CUSTODY, AUTHORSHIP, OWNERSHIP, POSSESSION, IDENTITY, OR WHO CONTROLLED A FILE OR WHEN, THAT ANY OUTPUT WILL BE ACCEPTED OR GIVEN ANY WEIGHT BY ANY COURT, ARBITRATOR, AGENCY, OR THIRD PARTY, OR THAT DATA OR ANCHORS WILL BE PRESERVED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM, THAT ANY OUTPUT CONSTITUTES, SATISFIES, OR QUALIFIES AS: (i) A SELF-AUTHENTICATING RECORD UNDER FED. R. EVID. 902(13)–(14), OR AUTHENTICATED EVIDENCE UNDER FED. R. EVID. 901; (ii) A QUALIFIED OR ADVANCED ELECTRONIC TIME STAMP OR SIGNATURE UNDER eIDAS OR ANY ANALOGOUS REGIME; OR (iii) A RECORD OR SIGNATURE COMPLIANT WITH ESIGN, UETA, OR ANY SPECIFIC EVIDENTIARY, NOTARIZATION, OR RECORDS-RETENTION STANDARD; AND YOU ARE SOLELY RESPONSIBLE FOR LAYING ANY SUCH FOUNDATION (SEE SECTION 9). WE FURTHER DO NOT WARRANT THAT ANY HASH FUNCTION, SIGNATURE SCHEME, ZERO-KNOWLEDGE PROOF SYSTEM, OR OTHER CRYPTOGRAPHIC METHOD USED BY THE SERVICE IS OR WILL REMAIN SECURE, COLLISION-RESISTANT, OR RESISTANT TO PRESENT OR FUTURE CRYPTANALYTIC, COMPUTATIONAL, OR QUANTUM ATTACK, OR THAT A FINGERPRINT UNIQUELY OR PERMANENTLY CORRESPONDS TO ANY FILE.

NO DESCRIPTION, FEATURE, CERTIFICATE TITLE, UI LABEL, OR PRODUCT NAME (INCLUDING "TAMPER-EVIDENT," "CERTIFICATE," AND "BLOCKCHAIN OF CUSTODY"), DOCUMENTATION, OR MARKETING STATEMENT IS AN AFFIRMATION OF FACT, PROMISE, SAMPLE, OR MODEL CREATING ANY EXPRESS WARRANTY; ALL SUCH NAMES AND DESCRIPTIONS ARE NON-BINDING IDENTIFIERS AND STATEMENTS OF DESIGN INTENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY STATEMENT OUTSIDE THESE TERMS. ANY OPERATIONAL DESCRIPTION IN THESE TERMS OF HOW THE SERVICE IS DESIGNED TO BEHAVE (FOR EXAMPLE, THAT WE DO NOT TAKE CUSTODY OF PRIVATE KEYS OR THAT LOCALLY HASHED FILES ARE NOT TRANSMITTED TO US) IS A STATEMENT OF DESIGN INTENT AND NORMAL OPERATION, NOT A WARRANTY OR REPRESENTATION OF FACT, AND WE DISCLAIM LIABILITY FOR ANY DEVIATION. You acknowledge that any statement in our marketing, website, or user interface that an output is or may be admissible, authentic, legally sufficient, court-ready, court-admissible, or a valid chain of custody is aspirational design language only, is qualified by Sections 1 and 10, is not a representation of fact on which you have relied, and does not create any warranty. No Company employee, agent, contractor, or reseller is authorized to make any representation, warranty, or promise concerning the Service beyond these Terms; any such statement is unauthorized, is not binding on the Company, and may not be relied upon, and only a warranty expressly set out in a writing signed by an officer of the Company is binding.

IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF LAW, IT IS LIMITED TO THE MINIMUM SCOPE AND THE SHORTEST DURATION PERMITTED BY APPLICABLE LAW (AND, WHERE A FIXED PERIOD IS PERMITTED, NO MORE THAN THIRTY (30) DAYS FROM THE USE OR TRANSACTION GIVING RISE TO THE CLAIM). YOU USE THE SERVICE AT YOUR OWN RISK.

If you are a consumer, the disclaimers in this Section apply only to the extent permitted against consumers under applicable law, and nothing in this Section limits or excludes any non-excludable statutory consumer warranty or right.

YOU ACKNOWLEDGE THAT THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN SECTIONS 10–11 ARE CONSPICUOUS, THAT YOU HAVE HAD THE OPPORTUNITY TO READ THEM, AND THAT THEY ARE A MATERIAL PART OF THE BARGAIN.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  1. NO INDIRECT DAMAGES. IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, EVIDENCE, OR BUSINESS (WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT — INCLUDING NEGLIGENCE — STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. AGGREGATE CAP. UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT — INCLUDING NEGLIGENCE — STRICT LIABILITY, STATUTE, OR OTHERWISE), THE COMPANY PARTIES' TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100.00) OR THE TOTAL FEES YOU PAID THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY (BUT IN NO EVENT MORE THAN US $100.00 IN THE AGGREGATE, PROVIDED THAT THIS AGGREGATE MAXIMUM SHALL NEVER BE LESS THAN US $100.00). FOR THIS PURPOSE, "FEES YOU PAID THE COMPANY FOR THE SERVICE" MEANS AMOUNTS PAID TO THE COMPANY AS CONSIDERATION FOR ACCESS TO THE SERVICE'S SOFTWARE FEATURES, AND EXCLUDES (i) NETWORK, GAS, MINING, VALIDATOR, OR OTHER BLOCKCHAIN OR THIRD-PARTY TRANSACTION FEES, WHETHER PAID DIRECTLY OR APPLIED FROM CREDITS (SEE SECTION 5.3), (ii) TAXES, AND (iii) ANY AMOUNTS PASSED THROUGH TO OR COLLECTED ON BEHALF OF ANY THIRD PARTY. THIS IS A SINGLE, COMBINED CAP FOR ALL COMPANY PARTIES COLLECTIVELY AND FOR ALL CLAIMS IN THE AGGREGATE; IT IS NOT MULTIPLIED OR APPLIED SEPARATELY PER COMPANY PARTY, PER CLAIM, OR PER USER, AND IT APPLIES REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OF ACTION AND EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  3. No reliance by third parties. The Company owes no duty of care to, makes no representation or warranty to, and assumes no liability to any person who receives, reviews, or relies on any output, record, hash, anchor, time-stamp, proof, bundle, certificate, or custody log. To the maximum extent permitted by applicable law, the Company disclaims all liability (including for negligence and negligent misrepresentation) to any such recipient or relying party, none of whom is an intended beneficiary of any output. You are solely responsible to any person to whom you provide an output, and you will indemnify the Company Parties for claims by such persons under Section 12.
  4. Persons bound. The exclusions and limitations in Sections 10 and 11 apply to you and to anyone claiming through or on behalf of you (including your affiliates, successors, and any recipient or relying party of your records, proofs, or bundles), to the maximum extent permitted by applicable law.
  5. Independence. Each exclusion and limitation in Sections 10 and 11 applies independently of and survives any other, and is severable; if any is held unenforceable or fails of its essential purpose, the remaining exclusions and limitations remain in full force.
  6. Non-waivable liability; reformation, not voiding. The cap and exclusions in this Section do not apply to liability that cannot be limited or excluded under applicable law, including (where applicable) liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by the Company's negligence. As to any such liability, the Company Parties' liability is limited to the smallest amount permitted by applicable law, and the remainder of this Section continues to apply in full to all other claims. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above may not apply to you. Nothing in these Terms excludes liability that cannot lawfully be excluded.
  7. Consumer rights. If you are a consumer, nothing in this Section limits or excludes any liability or statutory right that cannot be limited or excluded under the consumer-protection law applicable to you.
  8. Basis of the bargain. You acknowledge that the disclaimers and limitations in Sections 10–11 are a fundamental basis of the bargain and that we would not provide the Service without them, and that the fees (if any) reflect this allocation of risk.

12. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless the Company Parties from and against any claims, demands, actions, investigations, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expert costs), including any settlement we approve, any settlement we ourselves enter into in good faith, and any judgment (whether or not we controlled the defense), arising out of or relating to (a) your User Content; (b) your misuse of the Service or use of the Service in breach of these Terms; (c) your violation of these Terms or any law or third-party right; (d) a dispute with any third party arising from your User Content or your conduct; (e) any subpoena, discovery demand, legal process, or governmental or third-party request, or any request that the Company authenticate or testify about a record, arising from or relating to your use of the Service or your User Content (including our reasonable costs, attorneys' fees, and standard hourly charges for responding), regardless of whether your use was lawful; or (f) any claim, demand, or proceeding by any recipient, relying party, or other third party based on or relating to any output, record, hash, anchor, time-stamp, proof, bundle, certificate, or custody log you generated, exported, transmitted, presented, published, sold, or relied upon, or any representation you made about it — except that no Company Party is indemnified to the extent a claim arises from that Company Party's own gross negligence, willful misconduct, or fraud; the indemnity remains in full force as to every other Company Party.

Defense, tender, and control. Upon our written tender of a claim, you will assume the defense with counsel reasonably acceptable to us within ten (10) days. If you fail to do so, or if we reasonably determine your defense is inadequate or a conflict exists, we may assume or take over the defense and settlement of the matter at your expense, and you will reimburse all such costs as incurred. You will not settle any matter in a way that imposes any obligation or liability on, or requires any admission or act by, any Company Party, or that does not fully release the Company Parties, without our prior written consent. We may, at our option and expense, monitor or participate in the defense with our own counsel. You will pay all indemnified defense costs and expenses as they are incurred, within thirty (30) days of our invoice, and not merely upon final resolution; our right to indemnification does not depend on the outcome of the underlying matter. You will cooperate fully, at your expense, in the defense of any indemnified matter (including preserving and providing relevant records and witnesses), and you will not make any admission, settlement offer, or communication that prejudices the defense without our prior written consent. We will use reasonable efforts to notify you of any claim for which we seek indemnification, but our failure or delay in notifying you will not relieve you of your obligations except to the extent you are actually and materially prejudiced. Your obligations under this Section are not subject to the limitations of liability in Section 11.

Consumer treatment. If you are a consumer: (i) the duty to advance or pay indemnified costs as incurred and the obligation to fund the defense in the first instance do not apply, and your indemnity obligation arises only upon final resolution of the underlying matter; (ii) you do not indemnify any Company Party for that Party's own negligence (and the carve-out above for gross negligence, willful misconduct, and fraud continues to apply); and (iii) the remainder of this Section applies to the maximum extent enforceable against consumers under applicable law, and any portion held unenforceable is severed without affecting the rest.

13. Suspension and termination

We may suspend, restrict, or terminate your access to the Service at any time, for any or no reason, with or without notice, including for any actual or suspected violation of these Terms or to comply with law or protect the Service or others. Any violation of Section 4 is a material breach. The treatment of unused Credits on termination is governed by Section 5.4: on termination for your breach or suspected unlawful use, unused Credits may be forfeited to the maximum extent permitted by applicable law; on termination by the Company not caused by your breach, we will refund the unused, prepaid Credit balance attributable to software fees, less network or transaction fees already incurred or committed on your behalf. You may stop using the Service at any time. Sections that by their nature should survive (including Sections 1, 3, 4–12, and 14–18) survive termination. Records already anchored to public blockchains may persist on those networks beyond termination and are outside our control.

14. Changes to the Terms or the Service

We may modify these Terms or the Service at any time. If we make material changes to these Terms, we will provide reasonable notice (for example, by posting the updated Terms with a new effective date). Your continued use after changes take effect constitutes acceptance. Changes apply only prospectively and do not apply to any dispute of which we have notice before the change takes effect. We may add, change, or discontinue any part of the Service at any time without liability.

15. Governing law, venue, and waivers

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 16, the exclusive and mandatory venue for any dispute is the state and federal courts located in Palm Beach County, Florida, and you consent to personal jurisdiction there.

To the maximum extent permitted by applicable law, and regardless of whether Section 16 applies or is enforceable, you and we each waive any right to a jury trial and waive any right to bring or participate in a class, collective, or representative action in any dispute that proceeds in court.

Public injunctive relief. Notwithstanding the foregoing, the waiver of class, collective, and representative actions does not apply to, and shall not be deemed to bar, any claim for public injunctive relief that cannot lawfully be waived; to the extent such a claim cannot lawfully be waived or arbitrated, it may be brought and shall proceed in court. This carve-out is severable, and its invalidity shall not affect the remainder of this Section or Section 16.

Severability of waivers. The jury-trial waiver, the class/collective/representative-action waiver, and the choice of law and venue in this Section each operate independently and are severable; if any is held unenforceable, the remainder of this Section and these Terms remain in full force. If the class waiver is held unenforceable in court as to a given claim, that claim will proceed as a non-class, individual action to the maximum extent permitted by applicable law before any class treatment.

16. Dispute resolution; arbitration; class-action waiver

This Section involves interstate commerce, and the Federal Arbitration Act governs its interpretation and enforcement. To the maximum extent permitted by applicable law, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by JAMS under its rules (including its consumer rules where applicable), rather than in court, except that either party may bring an individual claim in small-claims court or seek temporary or preliminary injunctive relief in court pending arbitration.

Administrator unavailability. If JAMS is unavailable, declines to administer, or will not enforce these Terms (including the mass-arbitration provisions), the parties will select a substitute administrator by agreement; if they cannot agree, a court of competent jurisdiction under Section 15 shall appoint an arbitrator or administrator, and the Federal Arbitration Act and these Terms continue to govern.

Notice of dispute; informal resolution. Before commencing arbitration, the initiating party must send a written notice of dispute to the other (to the Company at it@veriblock.com) describing the claim and the relief sought, and the parties will attempt in good faith to resolve it for thirty (30) days. Any applicable limitations period is tolled during that period. This requirement is mutual.

Delegation. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court (not the arbitrator) decides the enforceability of the class/collective/representative-action waiver below.

You and we waive any right to a jury trial and to participate in a class, collective, or representative action. The class, collective, and representative-action waiver is essential and non-severable: if it is held unenforceable as to any claim, the entire agreement to arbitrate is void as to that claim only, which will proceed in court under Section 15, and no class, collective, or representative claim will ever be arbitrated. This waiver does not apply to any claim for public injunctive relief that cannot lawfully be waived (see Section 15), which, to that extent, may proceed in court.

Arbitration location and seat. Consumer arbitrations may proceed in the consumer's home county or by video as the administrator's consumer rules provide. For users who are not consumers, the seat and location of arbitration is Palm Beach County, Florida, or as the administrator's rules otherwise require.

Consumer opt-out. If you are a consumer, you may opt out of this arbitration Section by sending written notice to it@veriblock.com within thirty (30) days after you first accept these Terms; opting out does not affect any other part of these Terms. To the extent required by the administrator's rules, we will pay the filing and arbitrator fees for consumer arbitrations.

Mass arbitration. If 25 or more similar demands are coordinated or filed by or with the assistance of the same or coordinated counsel, the demands will be administered in staged batches, with a small number of bellwether cases heard first, and administrator and arbitrator fees for later batches accrue only as each batch is actually filed.

Beneficiaries. The Company Parties are intended beneficiaries of, and may enforce, this arbitration agreement and the jury-trial and class-action waivers in Sections 15–16.

If this Section is found unenforceable in its entirety, the remainder of these Terms (including Section 15) still applies.

17. Time limit on claims

To the extent permitted by applicable law, any claim arising out of or relating to the Service or these Terms must be filed within one (1) year after the claim arose, or it is permanently barred. This limit does not apply to claims that may not be contractually shortened under applicable law.

18. General

  1. Entire agreement. These Terms (with any policies referenced) are the entire agreement between you and us regarding the Service and supersede all prior agreements on that subject. Any descriptions of the Service in our website, marketing, documentation, product or feature names (including "Blockchain of Custody"), or other communications are provided for convenience, create no warranty or representation, and are superseded by and subject to these Terms; in any conflict regarding the Service's legal or evidentiary effect, the disclaimers in Sections 1 and 10 control.
  2. Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force; the parties intend the limitations of liability and warranty disclaimers to be given the maximum effect permitted by law.
  3. No waiver. No waiver is effective unless in a writing signed by an authorized officer of the Company. Our failure or delay to enforce any provision, and any single or partial exercise of a right, is not a waiver of that or any other provision or right, and does not waive any future or other breach.
  4. Assignment. You may not assign these Terms without our prior written consent; we may assign them freely (for example, in a merger or sale). Any attempted assignment in violation of this Section is null and void. These Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.
  5. No third-party beneficiaries, except that the Company Parties are intended beneficiaries of Sections 1 and 9–12 and 15–16 and may enforce them.
  6. Prevailing party. To the extent permitted by applicable law, in any action or proceeding to enforce or arising out of these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs. This Section 18.6 does not apply to claims by a consumer, and does not apply where, or to the extent that, fee-shifting would conflict with the administrator's consumer arbitration rules or would render the arbitration agreement in Section 16 unenforceable.
  7. Force majeure. We are not liable for any delay or failure due to causes beyond our reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, governmental or regulatory action, embargo, labor dispute, and failure of power, internet, cloud, RPC, network, blockchain, infrastructure, or other utility, upstream, or third-party provider; and our obligations are suspended for the duration of the event.
  8. Relationship. No agency, partnership, joint venture, or employment is created.
  9. Electronic communications. You consent to receive these Terms, notices, and disclosures electronically, and you agree that electronic acceptance is binding and satisfies any requirement that a communication be in writing.
  10. Interpretation. "Including," "includes," and "such as" mean "including without limitation"; section headings are for convenience only and do not affect interpretation.
  11. Notices / contact. VeriBlock, Inc., 335 E. Linton Blvd, Suite B14-2099, Delray Beach, FL; it@veriblock.com.

By using the Service, you acknowledge that you have read, understood, and agree to these Terms.