Terms of Service

The following terms have the meanings given below wherever they appear capitalized in this Agreement.

1.1 “Account” means the registered account through which Customer accesses the Service.

1.2 “Customer Content” means all materials Customer submits to the Service, including pitch decks, business plans, financial materials, supplementary written context, fund or fundraise profile information, and corrections Customer submits through in-product feedback controls.

1.3 “Memo” means the written analysis the Service generates from Customer Content, including any coaching material, practice questions, and investor-matching output generated alongside it. The Privacy Policy, the Data Processing Addendum, and Verdict’s security disclosures refer to the same item as a report, as an analysis, or as a memo, and those words have the same meaning as “Memo” wherever they appear.

1.4 “Order” means Customer’s selection of a plan through the Service, including the plan designation, the fees applicable to that plan, and the billing period, as presented at the point of purchase and confirmed by the payment processor. A written order form or statement of work executed by both parties is also an Order.

1.5 “Service” means the Verdict web application made available at useverdict.io, together with its associated interfaces, exports, and supporting functionality.

1.6 “Sub-processor” means a third party engaged by Verdict that processes Customer Content in the course of providing the Service. The current Sub-processors are identified in the Privacy Policy.

1.7 “Affiliate” means, in relation to a party, any entity that controls, is controlled by, or is under common control with that party, where control means ownership of more than fifty percent (50%) of the voting interests.

2.1 Description. The Service accepts documents submitted by Customer and generates a Memo from them. A Memo may include a summary judgment, narrative analysis, market sizing with citations to public sources, an assessment of risk, and proposed diligence questions, and for founder plans may also include coaching material, practice questions, and suggested investors. Where Customer supplies a fund or fundraise profile, the Service uses that profile to calibrate the Memo.

2.2 Nature of the Service. The Service is software. Verdict does not provide investment advice, legal advice, tax advice, accounting advice, or any regulated financial service, and no Memo constitutes any of the foregoing. Section 11 governs this subject and, subject to the order of precedence in section 18.2, controls over any inconsistent statement elsewhere.

2.3 Changes to the Service. Verdict may modify, add, or discontinue features of the Service. Verdict will not materially degrade the core functionality of a plan during a billing period for which Customer has already paid, except where a change is required to comply with law or to address a security or operational risk. While the Service is offered as a private beta, section 20 states additional terms that apply to Customer’s access.

2.4 Availability. Verdict does not commit to any service level, uptime percentage, or support response time under this Agreement. Any such commitment requires a separate written agreement executed by Verdict.

3.1 Eligibility. Customer must be at least eighteen (18) years of age and legally capable of entering into a binding contract in Customer’s jurisdiction. The Service is not directed to, and must not be used by, anyone under eighteen (18) years of age.

3.2 Registration. Accounts are created through Verdict’s authentication provider using an email address or a supported third-party identity provider. Customer must provide accurate registration information and keep it current.

3.3 Account security. Customer is responsible for safeguarding its credentials and for all activity occurring under its Account. Customer must notify Verdict promptly at security@useverdict.io upon becoming aware of any unauthorized use of its Account.

3.4 Individual Accounts. Except where Customer’s Order expressly provides for access by more than one individual, an Account is provisioned to a single named user, and Customer must not share Account credentials with, or permit Account access by, any other individual. Where the Order provides for access by more than one individual, the scope of that access is as stated in the Order, and Customer remains responsible for the acts and omissions of every individual it permits to access the Service.

3.5 Export control and sanctions. Customer represents that Customer is not located in, and is not organized under the laws of, any jurisdiction subject to comprehensive economic sanctions, and that Customer is not identified on any restricted-party list maintained by the United States government.

4.1 Plans. The Service is offered under a no-charge plan, and may also be offered under one or more paid plans. The plans available, the features included in each, any fees applicable to them, and whether a plan is billed on a recurring or one-time basis are as described at useverdict.io/pricing or as otherwise notified to Customer, and any fee is confirmed to Customer at the point of purchase. Verdict does not undertake that any paid plan is available at a given time. The terms of Customer’s Order govern Customer’s plan. Verdict may also grant complimentary access to an Account at its discretion; complimentary access confers no entitlement to continued access and may be withdrawn on notice, except as section 20.3 provides. Section 20 governs access provided while the Service is offered as a private beta, including access provided at no charge, and prevails over this section for the duration of the Beta.

4.2 Access periods. Where a plan grants access for a defined period, the length of that period, the event from which it is measured, and any deadline by which the plan must be activated are stated at the point of purchase and in Customer’s Order. On expiry of that period, the Account reverts to a no-charge plan. Reversion does not delete Customer Content, which continues to be governed by the retention periods in the Data Processing Addendum.

4.3 Fees and currency. All fees are stated and payable in United States dollars. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from the Order, excluding taxes based on Verdict’s net income.

4.4 Payment processing. Payments are processed by Verdict’s payment processor. Verdict does not receive or store Customer’s primary account number or other full payment-card details. Customer authorizes Verdict and its payment processor to charge the payment method on file for all fees due under the Order.

4.5 Automatic renewal. A plan billed on a recurring basis renews automatically at the end of each billing period, at the then-current fee for that plan, until cancelled in accordance with section 6.2. A plan billed on a one-time basis does not renew.

4.6 Fee changes. Verdict may change the fees applicable to a recurring plan. Verdict will give Customer at least thirty (30) days’ notice by email of a changed fee. The changed fee applies from the first billing period beginning after that notice period expires. Customer’s continued use of the Service on or after that date constitutes acceptance of the changed fee. Customer may cancel under section 6.2 before the changed fee takes effect.

4.7 Failed payment. If a payment fails, the payment processor will re-attempt the charge on its standard schedule. If the charge remains unsuccessful after those attempts, Verdict may suspend access to paid features until Customer supplies a valid payment method.

5.1 Refund window. Customer may request a refund of the most recent charge within fourteen (14) days of that charge by writing to accounting@useverdict.io. Verdict will grant the refund where the Service did not do what Customer expected. This applies to both recurring and one-time plans. This section states a billing accommodation offered in the circumstances described. It is not a warranty, does not create one, and does not limit or modify section 13.

5.2 After the refund window. Charges older than fourteen (14) days are not ordinarily refundable. Verdict will nonetheless consider a written request describing the circumstances.

5.3 Partial periods. Fees for a partial billing period are not pro-rated on cancellation. Customer retains access for the remainder of the period for which Customer has paid.

5.4 Statutory rights. Nothing in this section limits any non-waivable refund or cancellation right Customer holds under the law of Customer’s jurisdiction.

6.1 Term. This Agreement takes effect on Customer’s first access to the Service and continues until the Account is closed in accordance with this section.

6.2 Cancellation by Customer. Customer may cancel a recurring plan at any time through the billing portal linked from Customer’s Account settings, or by writing to accounting@useverdict.io. Cancellation takes effect at the end of the current billing period. Fees for a partial billing period are not refunded, as stated in section 5.3. On the effective date of cancellation the Account reverts to a no-charge plan and Customer Content is not deleted.

6.3 Account closure and deletion. Customer may close its Account and request deletion of Customer Content as described in the Data Processing Addendum, which governs the mechanics and timing of deletion.

6.4 Suspension and termination by Verdict. Verdict may suspend or terminate an Account where Customer materially breaches this Agreement, where continued access presents a security or legal risk, or where required by law. Verdict will give notice before suspending or terminating an Account except where doing so would aggravate the risk giving rise to the action. Where Verdict terminates an Account other than for Customer’s breach, Verdict will refund fees attributable to the unused remainder of the paid period.

6.5 Effect of termination. On termination, Customer’s right to access the Service ceases. Sections 1, 5, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 8, 9, 10, 11, 12, 13, 14, 15, 16.3, 17, 18, 19, and 20.5 survive termination, as does any accrued payment obligation and any provision that by its nature is intended to survive.

7.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Content. This Agreement transfers no ownership in Customer Content to Verdict.

7.2 License to Verdict. Customer grants Verdict a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, and process Customer Content, and to disclose Customer Content to Sub-processors, solely to the extent necessary to provide the Service to Customer, to comply with law, and to enforce this Agreement. The license terminates when the corresponding Customer Content is deleted, except to the extent the content persists in routine backups pending their expiry.

7.3 Customer warranties. Customer represents and warrants that Customer holds all rights necessary to submit Customer Content to the Service and to grant the license in section 7.2, and that Customer Content does not infringe or misappropriate the rights of any third party.

7.4 Rights in Memos. Verdict grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, display, export, and adapt the Memos generated under Customer’s Account, for internal and external purposes. No attribution to Verdict is required.

7.5 Operational data. Verdict records operational measurements of the Service, including processing latency, computational cost, error rates, and structural coverage of generated output. Verdict may retain and use such measurements in aggregated or de-identified form to operate, secure, and improve the Service.

7.6 No model training. Verdict does not use Customer Content or Memos to train, fine-tune, or otherwise develop any generalized artificial-intelligence or machine-learning model. This commitment is stated in full in the Data Processing Addendum.

8.1 Reservation of rights. The Service, including its software, interfaces, design system, documentation, and all intellectual property rights therein, is and remains the exclusive property of Verdict and its licensors. Except for the rights expressly granted in this Agreement, no license is granted to Customer by implication, estoppel, or otherwise.

8.2 Trademarks. The name “Verdict”, the Verdict wordmark, and the associated visual identity are trademarks of Verdict. This Agreement grants Customer no trademark license. Customer may refer to Verdict by name for the purpose of identifying the origin of a Memo, and may reproduce Verdict’s name and marks as they appear within a Memo when exercising the rights granted in section 7.4.

8.3 Feedback. “Feedback” means any suggestion, recommendation, comment, evaluation, bug report, feature request, or other input regarding the Service that Customer provides to Verdict, in any form and through any channel, including a survey or questionnaire Verdict makes available and a conversation or call between Customer and Verdict.

8.3.1 License. Customer grants Verdict a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to use, copy, modify, distribute, and otherwise exploit Feedback, and to incorporate Feedback into the Service or into any other product or service, without restriction and without any obligation of attribution, accounting, compensation, or confidentiality to Customer. Verdict may act on Feedback whether or not Verdict received the same or similar input from another source.

8.3.2 No resulting ownership. Customer acquires no right, title, or interest in the Service, and no license to it beyond the rights expressly granted in this Agreement, by reason of having provided Feedback. Customer will not assert any patent, copyright, trade secret, or other intellectual property right against Verdict in respect of Verdict’s use of Feedback as permitted by section 8.3.1. Customer is responsible for confirming that Feedback it provides contains no information Customer is not free to disclose on these terms, and Customer should not include a third party’s confidential information in Feedback.

8.3.3 Attribution. Verdict will not publicly attribute Feedback to Customer by name without Customer’s prior consent. This does not restrict Verdict’s internal use of Feedback or its use of Feedback in a form that does not identify Customer.

8.3.4 Exclusions. Sections 8.3 to 8.3.3 do not apply to corrections Customer submits through in-product feedback controls, which are Customer Content and are governed by section 7 and by the Data Processing Addendum, and do not apply to Customer Content submitted for analysis.

8.3.5 Information about Customer’s own business. Where a survey response or other Feedback also contains information about Customer, about Customer’s fund or company, or about Customer’s portfolio, including a name, a stated focus, or a figure describing that business, that information is Customer Content. Sections 7 and 10 govern it, and section 8.3.1 does not. Section 8.3 governs only Customer’s evaluation of, and suggestions regarding, the Service.

8.3.6 Personal data. Where an item of Feedback contains personal data, the Privacy Policy governs Verdict’s processing of that personal data, and section 8.3 governs the intellectual property in the Feedback itself.

9.1 Prohibited conduct. Customer must not, and must not permit any third party to:

• submit content that Customer lacks the right to submit, or that is unlawful, infringing, defamatory, or contains malicious code;
• reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent that restriction is unenforceable under applicable law;
• use the Service, or output of the Service, to develop or operate a competing product or service;
• scrape, crawl, index, or systematically extract data from the Service by automated means;
• circumvent or attempt to circumvent usage limits, access controls, or authentication mechanisms;
• except as permitted by section 9.2, access or attempt to access data belonging to another user of the Service;
• submit special categories of personal data within the meaning of Article 9 of the General Data Protection Regulation, personal data relating to criminal convictions, government identification numbers, financial account numbers, or health information;
• impose an unreasonable or disproportionate load on the Service, including by automated load generation;
• use the Service to generate material directed at an identified individual for the purpose of harassment or deception; or
• use the Service in violation of any applicable law, including export control and sanctions law.

9.2 Security research. Customer must not probe the Service for vulnerabilities except through the coordinated disclosure channel at security@useverdict.io. Verdict will not pursue legal action under this Agreement or the Computer Fraud and Abuse Act against a researcher who reports a vulnerability through that channel in good faith, who does not access, modify, or exfiltrate data belonging to another user beyond the minimum necessary to demonstrate the finding, and who allows Verdict a reasonable opportunity to remediate before public disclosure. This section states Verdict’s own forbearance from civil action. It does not bind, and Verdict cannot bind, any governmental authority or prosecutor.

10.1 Treatment of Customer Content. Verdict treats Customer Content as confidential. Verdict will not sell, lease, license, publish, or otherwise disclose Customer Content to any third party, other than to Sub-processors to the extent necessary to provide the Service, to Verdict personnel bound by an obligation of confidentiality, or as required by section 10.2.

10.2 Compelled disclosure. Verdict may disclose Customer Content where required by law, legal process, or an order of a court or governmental authority of competent jurisdiction. Where permitted by law, Verdict will give Customer notice sufficient to allow Customer to seek protective relief before disclosure is made.

10.3 Public sharing by Customer. Memos are private to the Account by default, and Verdict does not make a Memo readable outside the Account on its own initiative. A Memo becomes readable by a person who holds no Account where Customer makes it so, including where Customer generates a share link, generates a co-investor link, connects a Slack workspace, in which case Verdict delivers Memo content into the channel Customer selects, or exports a Memo and distributes the exported file. Customer is responsible for the consequences of distributing a Memo or a link to one, and may revoke a share link or a co-investor link at any time.

10.4 Verdict’s public gallery. Verdict separately publishes a gallery of analyses that Verdict itself prepares, of companies Verdict selects for demonstration and that are not Verdict customers. Verdict does not publish Customer Content, or any Memo generated from Customer Content, to that gallery or to any other public surface without Customer’s prior written consent.

11.1 How Memos are produced. Memos are generated by large language models operated by Verdict’s model provider, applied to Customer Content and to public sources retrieved at the time of generation. Output is probabilistic. A Memo may contain factual errors, material omissions, fabricated statements presented as fact, unreliable citations, and mis-calibrated conclusions.

11.2 Verification is Customer’s responsibility. Customer must independently verify any statement in a Memo before relying on it, reproducing it, or distributing it. Citations to public sources are generated by the model and must be checked against the underlying source before being quoted or relied upon.

11.3 No advisory relationship. Verdict is not Customer’s investment adviser, broker-dealer, legal counsel, tax adviser, accountant, or fiduciary, and no such relationship arises from this Agreement or from Customer’s use of the Service. No Memo constitutes investment advice, a recommendation to buy, sell, or hold any security, an offer or solicitation, or a valuation opinion.

11.4 Customer decisions. Investment, fundraising, and commercial decisions Customer makes are Customer’s own. Customer is solely responsible for applying its own judgment and obtaining its own professional advice.

11.5 Persons who receive a Memo from Customer. Section 7.4 permits Customer to distribute a Memo, and section 20.5 confirms that this Agreement imposes no obligation of confidentiality on Customer in respect of a Memo generated under Customer’s Account. A person who receives a Memo from Customer is not thereby a customer of Verdict and acquires no advisory, fiduciary, or contractual relationship with Verdict. Sections 11.1 to 11.4 apply to the content of a Memo however it is received. A conclusion, grade, score, or summary judgment expressed in a Memo is the output of software applied to the material submitted, and is not a recommendation by Verdict to any person to make, decline, or alter an investment or any other transaction. Customer is responsible for the consequences of distributing a Memo, as stated in sections 10.3 and 15.1(d).

11.6 No guarantee of outcomes. Verdict does not guarantee any outcome of Customer’s use of the Service or of a Memo. Without limiting section 13, Verdict does not represent or warrant that a company that is the subject of a Memo will succeed or fail, that any investment will be profitable, that Customer will raise capital or complete any financing, that any investor will read a Memo, respond to Customer, or engage with Customer, that a fund identified in investor-matching output will have any interest in Customer, or that coaching material or practice questions will produce any particular result. An outcome of that kind depends on facts, conduct, and conditions outside Verdict’s knowledge and control. This section adds to, and does not limit, sections 11.3 and 13.

11.7 Statements about the future. A Memo is analysis and opinion produced at a point in time from the Customer Content submitted and from public sources retrieved when it was generated. A statement in a Memo that concerns the future, including a projection, an estimate, a scenario, or an assessment of likelihood, is an opinion generated by software, and is not a prediction, a forecast, or a guarantee that any event will occur. Verdict does not represent that it is able to predict future events, and does not represent that any such statement will prove correct. Sections 11.6 and 11.7 apply to the content of a Memo however it is received, including by a person who receives a Memo from Customer.

12.1 Privacy Policy. Verdict’s collection, use, and disclosure of personal data is described in the Privacy Policy, which forms part of this Agreement.

12.2 Data Processing Addendum. Where Verdict processes personal data on Customer’s behalf in the course of providing the Service, that processing is governed by the Data Processing Addendum, which forms part of this Agreement. In the event of a conflict between the Data Processing Addendum and the remainder of this Agreement in respect of the processing of personal data, the Data Processing Addendum prevails.

12.3 Retention. Retention periods for Customer Content are set out in the Data Processing Addendum. Customer should not rely on the Service as a system of record. Customer is responsible for exporting and retaining its own copies of any Memo it requires beyond the applicable retention period.

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL MEMOS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

13.2 VERDICT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.3 VERDICT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY MEMO WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE. VERDICT DOES NOT WARRANT THE ACCURACY OF ANY STATEMENT, FIGURE, OR CITATION CONTAINED IN A MEMO.

13.4 SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. IN THOSE JURISDICTIONS THE EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND CUSTOMER MAY HAVE RIGHTS THAT THIS SECTION DOES NOT AFFECT.

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VERDICT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST OR CORRUPTED DATA, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT VERDICT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF VERDICT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO VERDICT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND IS NOT CUMULATIVE.

14.3 Liabilities not limited. Sections 14.1 and 14.2 do not limit Customer’s obligation to pay fees due under an Order, Customer’s obligations under section 15, or either party’s liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct, or for any other liability that cannot be limited or excluded under applicable law.

14.4 Exceptions to the aggregate cap. Subject to section 14.3, the limitation in section 14.2 does not apply to Verdict’s liability for (a) breach of section 10 (Confidentiality), or (b) breach of section 12 (Data Protection), of section 5 or section 7 of the Data Processing Addendum, or of applicable data protection law, including a personal data breach resulting from Verdict’s failure to maintain the security measures described in the Data Processing Addendum. Section 14.1 continues to apply to a claim under this section. Notwithstanding paragraphs (a) and (b), section 14.2 applies to any claim relating to the content, accuracy, or availability of a Memo, however that claim is characterized, and to any claim arising from a provision of the Data Processing Addendum other than section 5 or section 7 of it.

14.5 Allocation of risk. Customer acknowledges that the limitations in this section reflect a reasonable allocation of risk between the parties, that they form an essential basis of the bargain, and that Verdict would not provide the Service on the terms offered without them.

15.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Verdict and its officers, directors, employees, contractors, and Affiliates from and against any third-party claim, and any resulting damages, liabilities, settlements, and reasonable legal fees, arising out of or relating to (a) Customer Content, including any allegation that Customer Content infringes or misappropriates a third party’s rights, (b) Customer’s breach of this Agreement, (c) Customer’s use of the Service in violation of applicable law, or (d) any decision made by Customer or by a third party in reliance on a Memo.

15.2 Exclusion. The indemnity in section 15.1 does not apply to the extent a claim arises from Verdict’s gross negligence or willful misconduct.

15.3 Procedure. Verdict will notify Customer promptly of any claim for which it seeks indemnification. A failure to give prompt notice relieves Customer of its obligations only to the extent Customer is materially prejudiced by the delay.

15.4 Conduct of the defense. Customer controls the defense and settlement of the claim using counsel reasonably acceptable to Verdict, and Verdict will provide reasonable cooperation at Customer’s expense. Verdict may participate in the defense at its own expense.

15.5 Settlement. Customer may not enter into a settlement that imposes a non-monetary obligation on Verdict, that admits liability, fault, or wrongdoing on Verdict’s part, or that fails to include an unconditional release of Verdict, without Verdict’s prior written consent.

16.1 Amendment. Verdict may amend this Agreement. For an amendment that materially affects Customer’s rights or obligations, including a change to the fee structure, the limitation of liability, the allocation of intellectual property, the governing law, or the purposes for which Customer Content is processed, Verdict will notify Customer by email at least thirty (30) days before the amendment takes effect and will update the version designation and effective date on this page.

16.2 Acceptance. Customer’s continued use of the Service after the effective date of an amendment constitutes acceptance of the amended Agreement. Customer who does not accept an amendment must close its Account before that date, and may request a refund of fees attributable to the unused remainder of any paid period.

16.3 Transition. For an Account created before 16 August 2026, this version takes effect thirty (30) days after Verdict gives notice of it under section 16.1. Until that date, the version of this Agreement in force when the Account was created continues to apply to that Account, and that version is available at useverdict.io/legal/terms/v1. Sections 15.1(d) and 17.4 do not apply to any claim that accrued before this version took effect as to that Account.

17.1 Governing law. This Agreement and any dispute arising out of or relating to it or to the Service are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. The state courts located in New Castle County, Delaware, and the United States District Court for the District of Delaware where that court has subject-matter jurisdiction, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Service. Each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.

17.3 Informal resolution. Before commencing proceedings, the party raising the dispute will give written notice of it to legal@useverdict.io and the parties will attempt in good faith to resolve it for thirty (30) days from that notice. This section does not prevent either party from seeking injunctive relief at any time.

17.4 Limitation period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, except where a longer period is required by applicable law.

18.1 Entire agreement. This Agreement, together with the Privacy Policy, the Data Processing Addendum, and Customer’s Order, constitutes the entire agreement between the parties in respect of the Service and supersedes all prior or contemporaneous understandings on that subject.

18.2 Order of precedence. In the event of a conflict, the following order of precedence applies: first, the Data Processing Addendum in respect of the processing of personal data; second, Customer’s Order in respect of plan, fees, and billing period; third, this Agreement; and fourth, the Privacy Policy.

18.3 Severability. If any provision of this Agreement is held unenforceable, that provision will be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

18.4 No waiver. A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right.

18.5 Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Verdict’s prior written consent. Verdict may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in breach of this section is void.

18.6 Force majeure. Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control.

18.7 Relationship of the parties. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.

18.8 Third-party beneficiaries. Except as stated in this section, this Agreement confers no rights on any person who is not a party to it. The officers, directors, employees, contractors, and Affiliates of Verdict are intended third-party beneficiaries of sections 14 and 15, and a researcher who satisfies the conditions in section 9.2 is an intended third-party beneficiary of that section, in each case entitled to enforce it directly.

18.9 Electronic transactions. Customer consents to transact with Verdict electronically, to receive records, notices, and disclosures relating to this Agreement in electronic form, and agrees that Customer’s electronic acceptance of this Agreement has the same legal effect as a handwritten signature.

19.1 Notice to Customer. Verdict gives notice under this Agreement by email to the address associated with Customer’s Account. Customer is responsible for keeping that address current.

19.2 Notice to Verdict. Customer gives notice under this Agreement by email to legal@useverdict.io. Verdict will supply its registered mailing address on written request for the purpose of service of process.

19.3 Contact. Contractual inquiries: legal@useverdict.io. Billing inquiries: accounting@useverdict.io. Security inquiries: security@useverdict.io.

20.1 Beta status. The Service is presently offered as a pre-release private beta (the “Beta”). Customer acknowledges that the Service is under active development, that it may contain errors and inaccuracies, that individual features may be added, altered, suspended, or withdrawn without notice, subject to section 20.3, and that the Service may be discontinued in whole or in part. Verdict makes no commitment as to service level, uptime, availability, or support response time during the Beta, and section 2.4 applies. Sections 13 and 14 apply to the Beta in full.

20.2 Access levels. Verdict determines the level of access available to an Account during the Beta, including any limit on the number of Memos that may be generated, and including any additional access Verdict grants in return for Customer’s participation in a survey, an interview, a call, or another feedback activity. The access levels currently available, and the fees, if any, applicable to them, are as presented in the Service and at useverdict.io/pricing, and where Customer holds a paid plan they are as stated in Customer’s Order. Access Verdict provides at no charge is complimentary access for the purposes of section 4.1.

20.3 Changes to and end of the Beta. Verdict may limit the number of Accounts admitted to the Beta, may close or reopen registration, may operate a waiting list, may change the access available to an existing Account, and may end the Beta at any time and without notice. Verdict may suspend or withdraw access provided at no charge at any time and without notice. Where Customer holds a paid plan, Verdict will not reduce or withdraw the access Customer has paid for during a billing period for which Customer has already paid, except as section 2.3 or section 6.4 permits, and section 6.4 governs any refund. Ending the Beta does not by itself close an Account or delete Customer Content, which continues to be governed by the retention provisions of the Data Processing Addendum.

20.4 Feedback as consideration. Participation in a feedback activity is voluntary. Where Customer participates, section 8.3 governs the Feedback Customer provides. Where Verdict grants additional access in return for that participation, the access granted is the entire consideration for it, and Customer is entitled to no fee, royalty, or other compensation.

20.5 No obligation of confidentiality on Customer. Neither this Agreement nor the description of the Service as a private beta obliges Customer to keep confidential the Service, the fact of Customer’s participation in the Beta, a Memo generated under Customer’s Account, or Customer’s opinion of any of them. Customer may share, forward, publish, and discuss a Memo generated under Customer’s Account, with any person and by any means, as section 7.4 provides. Section 11.5 applies to a person who receives a Memo from Customer. Section 9.1 continues to govern Customer’s own use of the Service and of its output, and Customer does not breach section 9.1 by sharing, forwarding, or publishing a Memo as this section permits, or by reason of what a recipient subsequently does with it.

20.6 Acknowledgement. Customer acknowledges that the Service is offered as a private beta, that the access available to Customer may change, and that Verdict may end the Beta as described in section 20.3. Where Verdict presents a control by which Customer confirms that acknowledgement, Customer’s use of that control constitutes acceptance of this section and of this Agreement. Where Verdict presents no such control, Customer’s creation of an Account and use of the Service constitute that acknowledgement, as stated at the head of this Agreement.

20.7 Duration of this section. This section applies for so long as the Service is offered as a private beta. When the Beta ends, Verdict will publish a replacement or removal of this section under section 16.1, and section 20.5 survives in respect of any Memo generated before that date.