Terms and Conditions

General Terms and Conditions of Use

Acceptance of Terms

IMPORTANT: READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING SERVICES PROVIDED BY VERNACA, LLC YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

NOTE: THE VERNACA SERVICE IS IN BETA; ASPECTS OF THE SERVICE ARE STILL UNDER DEVELOPMENT. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SERVICE WHILE THE PRODUCT IS IN BETA INCLUDING SECTION 16, BETA VERNACA SERVICE PROPRIETARY RIGHTS AND CONFIDENTIALITY.

Welcome to www.vernaca.com an innovative direct messaging platform for small businesses to help users market to the right customers. Vernaca, LLC is a direct messaging service, providing a platform for users to create and deliver promotion content to their customers via e-mail, SMS, and social media channels online as well as application guidance within the application to our subscribers. Vernaca, LLC allows users to create and run promotions through the Vernaca, LLC software service (hereinafter the “Vernaca Service”).

The Vernaca Service is provided by Vernaca, LLC, a US company located in Portland, Oregon (USA) (hereinafter “Vernaca”).

In order to activate an account and start promoting with Vernaca YOU WARRANT YOU ARE AT LEAST 18 YEARS OF AGE. If you are accessing and registering to the Vernaca Service on behalf of any business YOU MUST HAVE THE AUTORITY TO OPERATE ON BEHALF OF THAT BUSINESS.

By checking the “I agree” check box during the registration process, you agree to be bound by these General Terms and Conditions of use of the Vernaca Service.

General Terms and Conditions of Use of the Vernaca Service

  1. The Vernaca Service
    1. By accepting these General Terms and Conditions of use of the Vernaca Service and completing all the necessary
      and relevant steps of the registration procedure, Vernaca will provide the application User (hereinafter
      the “User”) access to the Vernaca Service described herein.
    2. Upon completion of the registration procedure User will have access to User’s own area on the Vernaca platform
      (the “User Account”) from which User will find the means within the application to create, schedule, and
      publish User’s own offers and promotions.
    3. Vernaca reserves the right, at Vernaca’s own discretion, to change, modify, add, or remove portions of these
      General Terms and Conditions of use at any time by posting the amended version of these General Terms and
      Conditions of use (herein “Amended Terms”) under the same web page. User’s continued use of the Vernaca Service
      after the expiry of the 30-day term above shall constitute User’s binding acceptance of any such Amended
      Terms.
  2. Registration, Passwords
    1. Upon completion of the registration procedure and in order to access the User Account, User will type username
      and password specified at the time of registration. Username and password (herein “User’s ID”) are personal
      and cannot be used by two or more users at the same time and User will not be entitled to transfer or assign
      them to any third-party whatsoever. User shall be liable for all actions while using the Vernaca Service.
      User shall be responsible for transactions and/or facts occurred and/or executed under User’s ID. Therefore,
      User shall preserve the confidentiality and secrecy of User’s ID and shall inform Vernaca forthwith of any
      unauthorized use or loss of them.
    2. Without limiting anything in these General Terms and Conditions of use, Vernaca will not be responsible or liable,
      directly or indirectly, in any way and under any theory of liability WHATSOEVER for any loss or damage of
      any kind whatsoever occurred as a result of, or in connection with, User’s failure to comply with this section
      2.
    3. Vernaca, in its own discretion, shall be free to prevent User’s access to User’s own User Account and/or disconnect
      the operation of User’s ID without notice, should Vernaca deem that a substantial breach of these General
      Terms and Condition of use and namely of this section 2 has occurred, or should User make an illegal or unfair
      use of the Vernaca Service.
  3. User Account
    1. By accessing User’s User Account, User shall be free to create and manage his/her own offers and promotions,
      offer and promotion schedules, customer contact lists, and upload User Content defined as business and business
      user information, branding content, imagery, and offer or promotion copy.
    2. User may submit and/or upload User Content onto the User Account. User warrants all User Content complies with
      copyright restrictions of this section 3. Once submitted to Vernaca and/or uploaded onto the User Account,
      User Content shall not be assigned, sold, or transferred to any third-party whatsoever unless through the
      Vernaca Service.
    3. User shall retain all User’s intellectual property rights in and to the User Content.
    4. User shall be solely responsible for all User Content and shall bear all liabilities connected to the posting
      or publishing of it onto the User Account and User hereby acknowledges and represents that the Vernaca Service
      is merely providing User the means to produce and deliver User Content via an application interface. As a
      result, User hereby affirms, represents, and warrants that:

      • (i) User is the original legitimate author and/or creator and/or owner of, or has previously obtained
        any and all the necessary licenses, rights, consents, approvals and/or permissions to use, license,
        and authorize Vernaca to use and distribute the User Content as necessary to exercise the rights
        and licenses granted by User in pursuance to these General Terms and Conditions to use and in the
        manner herein contemplated by Vernaca, or the User Content falls under free license (and User can
        provide verification that the copyright holder has released the image under an acceptable free license),
        public domain (and User can prove that the image is in the public domain,
        i.e. free of all copyrights), or fair use (and User can verify that the image meets the special conditions
        for non-free content, which exceptionally allow the use of unlicensed material, and User can provide an
        explicit non-free use rationale explaining
        why and how User intends to use it);
      • (ii) The User Content does not, and will not at any time:
        • (a) infringe, violate, or misappropriate any third-party rights, including without limitation
          any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity,
          or any other intellectual property or proprietary right, or
        • (b) slander, defame, libel, or invade the right of privacy, publicity, or other rights of any
          person or entity whatsoever; and
      • (iii) The User Content does not contain any viruses, adware, spyware, worms, or other malicious code,
        or any content or file that provides a method to access potentially infringing content outside of
        the Vernaca Service.

      Vernaca encourages users to upload their own images. All User-created images must be licensed under a free license, such as the GFDL and/or an acceptable Creative Commons license, or released into the public domain, which removes all copyright and licensing restrictions. When licensing an image, it is
      common practice to multi-license under both GFDL and a Creative Commons license.

    5. USER HEREBY REPRESENTS AND WARRANTS WITH AND TO VERNACA THAT USER SHALL NOT, NOR SHALL USER LET AND/OR ENABLE ANY THIRD-PARTY TO:
      • (i) UPLOAD TO OR CREATE ON THE USER ACCOUNT ANY USER CONTENT THAT VIOLATES ANY LAW, REGULATION, TREATY,
        OR THIRD-PARTY RIGHT (INCLUDING, WITHOUT LIMITATION, TRADE SECRET, INTELLECTUAL PROPERTY, PRIVACY,
        OR PUBLICITY RIGHTS);
      • (ii) PUBLISH FALSEHOODS OR MISREPRESENTATIONS THAT COULD DAMAGE VERNACA OR ANY THIRD-PARTY;
      • (iii) POST, UPLOAD TO, OR CREATE ANY USER CONTENT THAT IS UNLAWFUL, OBSCENE, DEFAMATORY, LIBELOUS, THREATENING,
        PORNOGRAPHIC, VULGAR, HARASSING, HATEFUL, RACIALLY OR ETHNICALLY OFFENSIVE, OR ENCOURAGES CONDUCT
        THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO ANY KIND OF LIABILITY WHATSOEVER, VIOLATE
        ANY LAW, OR, IN VERNACA’S SOLE DISCRETION, IS OTHERWISE INAPPROPRIATE;
      • (iv) POST ADVERTISEMENTS OR SOLICITATIONS OF OTHER BUSINESSES;
      • (v) IMPERSONATE ANOTHER PERSON, BUSINESS OR ENTITY, WHETHER ACTUAL OR FICTITIOUS, FALSELY CLAIM AN AFFILIATION
        WITH ANY PERSON OR ENTITY, OR ACCESS THE VERNACA SERVICE ACCOUNTS OF OTHERS WITHOUT PERMISSION, MISREPRESENT
        THE SOURCE, IDENTITY, OR CONTENT OF INFORMATION TRANSMITTED VIA THE VERNACA SERVICE, OR PERFORM ANY
        OTHER SIMILAR FRAUDULENT ACTIVITY;
      • (vi) USE THE VERNACA SERVICE FOR ANY PURPOSE OTHER THAN TO ACCESS THE VERNACA SERVICE AS SUCH SERVICES
        ARE OFFERED BY VERNACA;
      • (vii) CIRCUMVENT, DISABLE, OR OTHERWISE INTERFERE WITH SECURITY-RELATED FEATURES OF THE VERNACA SERVICE
        OR FEATURES THAT PREVENT, LIMIT, OR RESTRICT USE OR COPYING OF ANY MATERIALS OF ANOTHER USER’S CONTENT;
      • (viii) RENT, LEASE, LOAN, SELL, RESELL, SUBLICENSE, DISTRIBUTE, OR OTHERWISE TRANSFER THE LICENSES GRANTED
        HEREIN;
      • (ix) DELETE INDICATIONS OR NOTICES REGARDING THE COPYRIGHT OR OTHER PROPRIETARY RIGHTS ON THE VERNACA
        SERVICE OR ANY THIRD-PARTY CONTENT;
      • (x) MAKE UNSOLICITED OFFERS AND PROMOTIONS, ADVERTISEMENTS, PROPOSALS, OR SEND JUNK MAIL OR SPAM TO OTHER
        USERS OF THE VERNACA SERVICE INCLUDING, BUT NOT LIMITED TO, UNSOLICITED ADVERTISING, PROMOTIONAL
        MATERIALS, OR OTHER SOLICITATION MATERIAL, BULK MAILING OF COMMERCIAL ADVERTISING, CHAIN MAIL, INFORMATIONAL
        ANNOUNCEMENTS, CHARITY REQUESTS, AND PETITIONS FOR SIGNATURES;
      • (xi) USE THE VERNACA SERVICE FOR ANY ILLEGAL PURPOSE, OR IN VIOLATION OF ANY LOCAL, STATE, NATIONAL,
        OR INTERNATIONAL LAW, INCLUDING, WITHOUT LIMITATION, LAWS GOVERNING INTELLECTUAL PROPERTY AND OTHER
        PROPRIETARY RIGHTS, AND DATA PROTECTION AND PRIVACY;
      • (xii) DEFAME, HARASS, ABUSE, THREATEN OR DEFRAUD USERS OF THE VERNACA SERVICE, OR COLLECT, OR ATTEMPT
        TO COLLECT, PERSONAL INFORMATION ABOUT USERS OR PARTIES WITHOUT THEIR CONSENT, OR, EXCEPT AS EXPRESSLY
        AUTHORIZED HEREIN, USE MATERIALS, THIRD-PARTY CONTENT, OR OTHER CONTENT;
      • (xiii) REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OF
        THE VERNACA SERVICE OR ANY PART THEREOF, EXCEPT AND ONLY TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY
        PERMITTED BY APPLICABLE LAW NOTWITHSTANDING THIS LIMITATION;
      • (xiv) MODIFY, ADAPT, TRANSLATE, OR CREATE DERIVATIVE WORKS BASED UPON THE VERNACA SERVICE OR ANY PART
        THEREOF, EXCEPT AND ONLY TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY APPLICABLE LAW
        NOTWITHSTANDING THIS LIMITATION;
      • (xv) INTENTIONALLY INTERFERE WITH OR DAMAGE OPERATION OF THE VERNACA SERVICE OR ANY USER’S ENJOYMENT
        OF THEM, BY ANY MEANS, INCLUDING UPLOADING OR OTHERWISE DISSEMINATING VIRUSES, ADWARE, SPYWARE, WORMS,
        OR OTHER MALICIOUS CODE;
      • (xvi) TAKE ANY ACTION THAT IMPOSES OR MAY IMPOSE (IN VERNACA’S SOLE DISCRETION) AN UNREASONABLE OR DISPROPORTIONATELY
        LARGE LOAD ON VERNACA’S INFRASTRUCTURE;
      • (xvii) INTERFERE OR ATTEMPT TO INTERFERE WITH THE PROPER WORKINGS OF THE VERNACA SERVICE OR ANY ACTIVITIES
        CONDUCTED ON THE VERNACA SERVICE;
      • (xviii) BYPASS ROBOT EXCLUSION HEADERS OR OTHER MEASURES VERNACA MAY USE TO PREVENT UNAUTHORIZED ACCESS
        TO THE VERNACA SERVICE;
      • (xix) UPLOAD OR POST ANY USER CONTENT THAT CONTAINS ADVERTISING OR OTHER PROMOTIONAL MATERIAL, INCLUDING
        LINKS TO SUCH MATERIAL UNLESS EXPRESSLY AUTHORIZED BY VERNACA AND COMPLIES WITH THESE GENERAL TERMS
        AND CONDITIONS OF USE.
    6. Vernaca does not guarantee any confidentiality with respect to any User Content User uploads onto or creates
      on the Vernaca Service for the purposes of offer or promotion creation, scheduling, and sending to User’s
      customers. Business and User personal information is maintained as confidential information.
  4. Termination; Terms of Use Violations
    1. Vernaca’s right to suspend or terminate.
      User hereby agrees that Vernaca, in its sole discretion
      and without penalty, may suspend or terminate any account (or any part thereof) User may have with Vernaca,
      or User’s use of the Vernaca Service, and remove and discard all or any part of User’s User Account, and
      any User Content, at any time subject to violations of these General Terms and Conditions of use. Vernaca
      may also in its sole discretion, and at any time, discontinue providing access to the Vernaca Service, or
      any part thereof, with or without notice. User agrees that any termination or suspension of User’s access
      to the Vernaca Service or any account that User may have – or portion thereof – may be carried out by Vernaca
      without prior notice, and that Vernaca will not be liable vis-a-vis User or any third-party for any such
      termination and/or suspension. Additionally, Vernaca reserves the right to modify, discontinue, and restrict,
      temporarily or permanently, all or part of the Service without notice in its sole discretion. Neither Vernaca
      nor its suppliers or licensor’s will be liable to any person or to any third-party for any modification,
      discontinuance, or restriction of the Service. Furthermore, Vernaca reserves the right to refer any suspected
      fraudulent, abusive, or illegal activity to appropriate law enforcement authorities. These remedies are in
      addition to any other remedies Vernaca may have at law.
    2. User’s termination.
      User’s only remedy with respect to any dissatisfaction with (i) the Vernaca Service, (ii) any term of this
      General Terms and Conditions of use, (iii) any policy or practice of Vernaca in operating the Vernaca Service,
      or (iv) any content or information transmitted through the Vernaca Service, is to terminate this General
      Terms and Conditions of use and cancel User’s account through the specific tools in the User Account. User
      may terminate this General Terms and Conditions of use at any time by discontinuing use of any and all parts
      of the Vernaca Service and canceling the subscription within the User Account. User’s account shall remain
      active until the end of the current billing cycle at which time the User Account will become suspended and
      User access may be denied by Vernaca. Vernaca, at its sole discretion, will not rebate or refund any monies
      for the billing cycle in which User cancels the subscription.
    3. Multiple Locations Termination.
      In the event that User reduces extra locations under subscription in their User Account, the subscription
      rate will be adjusted accordingly in following billing cycle, but no rebate or refund will be provided to
      User for the current billing cycle.
  5. Reseller Policy
    1. Vernaca denies the right to re-sell offers and promotions. Any attempt or action to resell any of Vernaca’s offers,
      services, or IP will result in immediate termination of access to the Vernaca Service and Vernaca reserves
      the right to pursue any and all other remedies to prohibit violation of this section 5 that Vernaca may have
      at law.
  6. Disclaimer
    1. THE VERNACA SERVICE AND/OR CONTENT AND/OR MATERIALS ON THE VERNACA SERVICE, ARE PROVIDED ON AN “AS IS” BASIS
      WITH NO WARRANTIES WHATSOEVER.
    2. VERNACA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS
      OR WARRANTIES OF ANY KIND WHATSOEVER TO USER OR ANY OTHER PERSON RELATING IN ANY WAY TO THE VERNACA SERVICE
      AND DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
    3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITH RESPECT TO THE VERNACA SERVICE AND/OR CONTENT AND/OR MATERIALS
      ON THE VERNACA SERVICE, VERNACA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS
      DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
      WITHOUT LIMITATION, ANY:

      • (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
      • (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS;
      • (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE VERNACA SERVICE, OR ANY
        PART THEREOF;
      • (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE VERNACA SERVICE;
      • (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE VERNACA SERVICE; AND
      • (vi) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF VERNACA,
        ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS.
    4. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, VERNACA MAKES NO WARRANTY THAT THE VERNACA
      SERVICE WILL MEET USER’S NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. THE VERNACA
      SERVICE MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET, ACTS OF GOD AND EVENTS
      OUT OF THE CONTROL OF VERNACA.
    5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM VERNACA, VERNACA SUPPORT, OR THROUGH
      THE VERNACA SERVICE WILL CREATE ANY WARRANTY. USER UNDERSTANDS AND AGREES THAT USER’S USE, ACCESS, DOWNLOAD,
      OR OTHERWISE OBTAINING OF INFORMATION, MATERIALS, OR DATA THROUGH THE VERNACA SERVICE OR ANY THIRD-PARTY
      SERVICES TAKE PLACE AT USER’S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
      TO USER’S PROPERTY (INCLUDING USER’S COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE
      OF SUCH MATERIAL OR DATA.
    6. The Vernaca Service may contain CONTENT FROM, OR links to, Web pages, content, ANNOUNCEMENTS, OR OTHER SUCH INFORMATION
      of third parties (“Third-Party Content”) as a service to those interested in this information. Vernaca does
      not monitor, endorse, or adopt, or have any control over any Third-Party Content. Vernaca undertakes no responsibility
      to update or review any Third-Party Content and can make no guarantee as to its accuracy, completeness, OR
      APPLICABILITY OF USE.
    7. From time to time, Vernaca may provide contextual guidance and information related to events and situations (also
      known as Affecters) which may be used to inform users IN REGARD TO their marketing decisions. This information
      is provided by Vernaca without warranty of accuracy or timeliness. USER ACKNOWLEDGES THAT Vernaca HAS NO
      CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS. AND VERNACA HAS NO RESPONSIBILITY
      FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH provided content.
    8. All offers and promotions (including templated material) featured as a part of the Vernaca Service are subject
      to change without notice. Vernaca has no control over the legality of any discounts, or the ability of any
      business to complete the sale in accordance with User’s offers or promotions. Vernaca cannot guarantee the
      frequency of offers/promotions, or availability of offers and promotions.
  7. User Responsibility
    1. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, All Users of the VERNACA SERVICE bear sole
      and exclusive responsibility for content and contributions input by them and for activities undertaken by
      them. VERNACA does not AUDIT OR OTHERWISE MODERATE user content or other user input prior to its TRANSMISSION
      TO USER’S CUSTOMERS.
    2. all users of the vernaca service are responsible for the redemption, errors, omissions, scheduling, availability,
      expiration, or other terms and conditions of User’s offers or promotions. It is User’s responsibility to
      make sure that a discount, special pricing, free offer, or other incentive is present in the booking, redemption,
      or checkout process at the applicable business location.
    3. User is responsible for accuracy in regard to redemption logging of promotions created and sent with the vernaca
      service. Vernaca cannot guarantee accuracy of redemption logging statistics and any calculations or analytics
      based upon user redemption logging.
  8. Limitation of Liability
    1. IN NO EVENT SHALL VERNACA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR ANY
      THIRD-PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE VERNACA SERVICE BE LIABLE IN ANY MANNER AND
      UNDER ANY THEORY OF LIABILITY WHATSOEVER FOR ANY LOSSES AND/OR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED
      TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF:

      • (i) THE VERNACA SERVICE;
      • (ii) USER’S ACCESS, USE, OR INABILITY TO USE THE VERNACA SERVICE;
      • (iii) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
        COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR DATA), BUSINESS
        INTERRUPTION, AND DAMAGES RESULTING FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR
        LOSS OF THE USE OF THE VERNACA SERVICE;
      • (iv) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND
        USE OF THE VERNACA SERVICE;
      • (v)  ANY UNAUTHORIZED ACCESS TO OR USE OF VERNACA’S SECURE DATABASE AND/OR ANY AND ALL PERSONAL IDENTIFIABLE
        INFORMATION STORED THEREIN;
      • (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE VERNACA
        SERVICE BY ANY THIRD-PARTY.
    2. IN NO EVENT SHALL VERNACA’S, OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS,
      OR SUPPLIERS’ TOTAL LIABILITY TO USER FOR ANY AND ALL DAMAGES, LOSSES, AND/OR CAUSES OF ACTION ARISING OUT
      OF OR RELATING TO THESE GENERAL TERMS AND CONDITIONS OF USE OR USER’S USE OF THE VERNACA SERVICE OR USER’S
      INTERACTION WITH OTHER VERNACA SERVICE USERS, EXCEED THE TOTAL AMOUNTS PAID BY USER, IF ANY, TO VERNACA DURING
      THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
    3. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY USER BY REASON OF ANY PRODUCTS
      OR SERVICES SOLD, OR PROVIDED ON ANY THIRD-PARTY SERVICES OR OTHERWISE, BY THIRD PARTIES OTHER THAN VERNACA
      AND RECEIVED THROUGH, OR ADVERTISED ON, THE VERNACA SERVICE OR RECEIVED THROUGH ANY REFERENCE SITES.
  9. Indemnification
    1. User agrees to indemnify, defend and hold harmless Vernaca, its officers, directors, employees, affiliates, agents,
      licensors, suppliers, successors, assignees from and against any losses, claims, damages, liabilities, including
      legal fees and expenses, arising out of:

      • (i) any claim due to or arising out of User’s violation of these General Terms and Conditions of use,
        including but not limited to a claim arising out of a breach of User’s representations or warranties
        made hereunder;
      • (ii) User’s use or misuse of or access to the Vernaca Service;
      • (iii) User’s violation of any law, regulation or third-party right, including without limitation any
        copyright, property, or privacy right; OR
      • (iv) any claim that User or the User Content caused damage to a third-party.
    2. Vernaca reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for
      which User is required to indemnify Vernaca, and User agrees to cooperate with Vernaca’s defense of these
      claims.
    3. Assignment of these General Terms and Conditions of use, and any rights and licenses granted hereunder, may not
      be transferred or assigned by User, but may be assigned by Vernaca without restriction.
  10. Waiver and Severability
    • The failure to require performance of any provision shall not affect Vernaca’s right to require performance at
      any time thereafter, nor shall a waiver of any breach or default of these General Terms and Conditions of
      use, or any future policies instituted by Vernaca (“Additional Policies”), constitute a waiver of any subsequent
      breach or default or a waiver of the provision itself. If any portion of these General Terms and Conditions
      of use and/or the Additional Policies is found to be unenforceable, such portion will be modified to reflect
      the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions
      of these General Terms and Conditions of use and/or Additional Policies shall remain in full force and effect.
  11. Survival
    • Upon termination of these General Terms and Conditions of use, any provision which, by its nature or express
      terms should survive, will survive such termination or expiration, including, but not limited to, clauses
      3.4, 3.5, and sections 0, 5, 6, 7, 8, 9, and 10.
  12. Notices
    • Vernaca may provide User with notices, including those regarding changes to these General Terms and Conditions
      of use or any Additional Policies, by email, regular mail, or postings on the User Account. Notices posted
      on the Vernaca Service are deemed accepted 30 days following the initial posting.
  13. Choice of Law and Forum
    • These General Terms and Conditions of use shall be governed and construed in accordance with the laws of the
      state of Oregon. Any dispute arising out of or relating to the validity, interpretation, application, performance
      and/or termination of these General Terms and Conditions of use, or User access or use of the Vernaca Service
      shall be subject to the exclusive jurisdiction the state of Oregon.
  14. Headings
    • The heading references herein are for convenience purposes only, do not constitute a part of these General Terms
      and Conditions of use, and will not be deemed to limit or affect any of the provisions hereof.
  15. No Agency
    • No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or
      created by these General Terms and Conditions of use.
  16. BETA VERNACA SERVICE PROPRIETARY RIGHTS AND CONFIDENTIALITY
    1. Proprietary Rights.
      Vernaca, its affiliates or licensors retain all rights, title, and interest to the Vernaca Service and all related intellectual
      property and proprietary rights.  The Vernaca Service and all third-party software provided with the Vernaca
      Service is protected by applicable copyright, trade secret, industrial, and other intellectual property laws.
      Vernaca owns all right, title and interest in all software, programming, documentation, templates, questionnaires,
      methodologies, models, charts, reports, and any other items used to deliver the Vernaca Service or made available
      to User as a result of the Vernaca Service and access to and use of the relevant Services will be governed
      by the terms of this General Terms and Conditions of use.  Vernaca reserves any rights not expressly granted
      to User in this General Terms and Conditions of use.
    2. Confidential Information.
      Confidential information means all proprietary or confidential information that is disclosed by Vernaca to User, and includes,
      among other things:

      • (i) any and all information relating to the Vernaca Service or services provided by Vernaca, its financial
        information, software code, templates, techniques, specifications, development and marketing plans,
        product roadmaps, strategies, and forecasts;
      • (ii) the terms of this General Terms and Conditions of use; and
      • (iii) feedback provided by User.

      Confidential Information does not include information that User can show: (A) was rightfully in User’s possession without
      any obligation of confidentiality before receipt from Vernaca; (B) is or becomes a matter of public knowledge
      through no fault of User; (C) is rightfully received by User from a third-party without violation of a duty
      of confidentiality; or (D) is or was independently developed by or for User.  User may not disclose Confidential
      Information of Vernaca to any third-party or use the Confidential Information in violation of this General
      Terms and Conditions of use.  In the event User becomes legally compelled to disclose any Confidential Information,
      User shall provide Vernaca with prompt prior written notice of such requirement so that Vernaca may seek
      a protective order or other appropriate remedy.  If such protective order or other remedy is not obtained,
      or if Vernaca waives in writing compliance with the terms of this General Terms and Conditions of use, User
      agrees to furnish only that portion of the information which User is advised by written opinion of counsel
      is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.
      User (i) will exercise the same degree of care and protection with respect to the Confidential Information
      that it exercises with respect to its own confidential information, and (ii) will not, either directly or
      indirectly, disclose, copy, distribute, republish, or allow any third-party to have access to any Confidential
      Information.  Notwithstanding the foregoing, User may disclose Confidential Information to User’s employees
      and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality
      substantially the same (and in no case less protective) as the provisions of this General Terms and Conditions
      of use.

    3. Unauthorized Disclosure of Confidential Information.
      If User becomes aware of any unauthorized use or disclosure of Confidential Information, then User will promptly and fully
      notify Vernaca of all facts known to it concerning such unauthorized use or disclosure.  In addition, if
      User or any of its employees or agents are required (by oral questions, interrogatories, requests for information,
      or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose
      any of the Confidential Information, User will not disclose the Confidential Information without providing
      Vernaca with commercially reasonable advance prior written notice to allow Vernaca to seek a protective order
      or other appropriate remedy or to waive compliance with this provision.  In any event, User will exercise
      its commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including,
      without limitation, cooperating with Vernaca to obtain an appropriate protective order or other reliable
      assurance that confidential treatment will be accorded to the Confidential Information.