Agreement between user and FIRST, VERIFY

Welcome to https://pq.firstverify.com.. The https://pq.firstverify.com website (the "Site") is comprised of various web pages operated by FIRST, VERIFY Inc. ("FIRST, VERIFY"). The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

If you do not agree to any portion of the Terms and Conditions, you must not use the Site. These Terms and Conditions will be effective earlier of (i) you start using the Site, or (ii) you click “Create Account” or a similar button or check box presented to you as part of the sign-up process.

The terms "you" and "your" in this Agreement refer to the company and its affiliates on whose behalf individual users access the Site.

We may amend these Terms and Conditions at any time by conspicuously posting notifications of the amended terms on the Site's homepage. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. These Terms and Conditions may not be otherwise amended except in a writing signed by you and FIRST, VERIFY.

The Site is a contractor/supplier web application for use by FIRST, VERIFY clients in their prequalification and information management programs.

Privacy

Your use of the Site is subject to FIRST, VERIFY's Privacy Policy. If you are a Child, you must not provide any personally identifiable information without verification of parental consent. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

For purpose of this section, “Child” means an individual under the age of 18 years unless, under the privacy laws applicable to such individual, a majority to disclose personal information is attained earlier.

Without limiting the generality of the definition set forth above, an individual who has attained-

i. age of 13 years, if he/she is governed by COPPA;

ii. age of 16 years, if he/she is governed by GDPR; and

iii. such lower age than 18 years as permitted under privacy laws applicable to that individual to consent to the collection of personally identifiable information;

shall not be considered a Child.

Electronic Communications

Visiting the Site or sending emails to FIRST, VERIFY constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity without the express written permission of FIRST, VERIFY. You acknowledge that FIRST, VERIFY is not responsible for third party access to your account that results from theft or misappropriation of your account. FIRST, VERIFY and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Cancellation/Refund Policy

You may cancel your registration at any time. However, this will not qualify you for a refund. Please see below for contact information if you have any questions.

Links to third party sites/Third party services

The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of FIRST, VERIFY and FIRST, VERIFY is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. FIRST, VERIFY is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by FIRST, VERIFY of the site or any association with its operators.

Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the Site domain, you hereby acknowledge and consent that FIRST, VERIFY may share such information and data with any third party with whom FIRST, VERIFY has a contractual relationship to provide the requested product, service or functionality on behalf of the Site users and customers.

No unlawful or prohibited use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with the Terms. As a condition of your use of the Site, you warrant to FIRST, VERIFY that you will not use the Site for any purpose that is unlawful or prohibited by the Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of FIRST, VERIFY or its clients, affiliates, and suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. FIRST, VERIFY content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of FIRST, VERIFY and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of FIRST, VERIFY or our licensors except as expressly authorized by these Terms.

Use of communication services

The Site may contain message or communication facilities designed to enable you to communicate with the public at large or with a group, in addition to the database in which your information is stored (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive information, data, messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

FIRST, VERIFY has no obligation to monitor the Communication Services. However, FIRST, VERIFY reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. FIRST, VERIFY reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

FIRST, VERIFY reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in FIRST, VERIFY's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. FIRST, VERIFY does not control or endorse the content, messages or information found in any Communication Service and, therefore, FIRST, VERIFY specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized FIRST, VERIFY spokespersons, and their views do not necessarily reflect those of FIRST, VERIFY.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Materials provided to the Site or posted on any FIRST, VERIFY web page

FIRST, VERIFY does not claim ownership of the materials you provide to the Site (including all answers to the questionnaire) or post, upload, input or submit to any FIRST, VERIFY Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting FIRST, VERIFY, our clients, affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. FIRST, VERIFY is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in FIRST, VERIFY's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

International Users

The Service is controlled, operated and administered by FIRST, VERIFY from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the FIRST, VERIFY Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless FIRST, VERIFY, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. FIRST, VERIFY reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with FIRST, VERIFY in asserting any available defenses.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FIRST, VERIFY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

FIRST, VERIFY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FIRST, VERIFY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIRST, VERIFY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FIRST, VERIFY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/access restriction

FIRST, VERIFY reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the Commonwealth of Virginia, and you hereby consent to the exclusive jurisdiction and venue of courts in Virginia in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and FIRST, VERIFY as a result of this agreement or use of the Site. FIRST, VERIFY's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of FIRST, VERIFY's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by FIRST, VERIFY with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and FIRST, VERIFY with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and FIRST, VERIFY with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Injunctive Relief

FIRST, VERIFY reserves the right, in its sole discretion, to seek equitable relief for any breaches of these Terms and Conditions.

Assignment

You may not assign, subcontract, or transfer these Terms and Conditions, in whole or in part, by operation of law or otherwise, without our prior written consent of FIRST, VERIFY.

Waiver

Waiver of a right under any provision of these Terms and Conditions will not constitute a waiver of any other rights or provision. A waiver of any right or provision by FIRST, VERIFY shall be made in writing.

Notices

Changes to Terms

FIRST, VERIFY reserves the right, in its sole discretion, to change the Terms under which the Site is offered. The most current version of the Terms will supersede all previous versions. FIRST, VERIFY encourages you to periodically review the Terms to stay informed of our updates.

FIRST, VERIFY may give you notice: (a) by email to the email address associated with your account, if you have subscribed to this method of receiving notices, or (b) via first class mail, postage prepaid, or by recognized commercial courier to the physical address you have provided to us, or (c) by posting a notice on either the Site portal or our customer portal.

You must direct suggestions, complaints, feedback or other correspondence to below address:

Name: FIRST, VERIFY INC.

Address: 9211 Forest Hill Ave., Ste. 201, Richmond, VA 23235

Email: info@firstverify.com

Attention: Product Manager

Effective as of June 18, 2024