Welcome to the VerVise Site (the “Site”). We operate by a simple rule: honesty and respect for all users.

At the same time, the Terms of Use (the “Terms”) provide necessary guidance to the use of the Site and the services that we make available to our users on our Site.

By accessing the Site you are acknowledging that you have read, understand, and agree to be bound by these Terms. We reserve the right to amend these Terms at any time by posting the amended terms to the Site, and the amended Terms will be effective when posted.

These Terms of Use were posted on January 11, 2012.

ACCEPTANCE OF TERMS OF USE

VerVise, LLC (“VerVise”, “we”, “us”, or “our”) operates this website, www.vervise.com. The website and links contained within our Site will be referred to as the “Site” in the Terms. By using our Site and VerVise's services accessible via the Site, you (“you” or “End User”) agree to our Terms and Privacy Policy (collectively, the “Agreement”). If you do not agree to the terms of this Agreement, please stop accessing the Site immediately and do not participate in any VerVise service offered through the Site.

1. Description of the Site

This Site enables businesses that sell to the public (“Merchants”) to create surveys (“Surveys”) and obtain responses to Survey questions from End Users. By responding to a Merchant's Survey questions in full, an End User will be entitled to receive a redeemable reward (“Reward”) from the Merchant.

From time to time, only users with certain email addresses may be able to establish an Account through the Site (see below). For example, we may make an Account available only to users who provide us with email addresses associated with certain universities. In addition, we may, from time to time, limit the access of Account holders to certain Surveys (for example, for geographic limitations as requested by a Merchant).

To use the Site, you agree that:

• When using the Site, at all times you will obey the terms of this Agreement, and all applicable law.
• You are a person aged 18 or older.
• You have the power to create a legally binding obligation.
• If you create an account through the Site (an “Account”), you further agree that:
  • You can create only one Account for your personal use. (Merchants may create an additional Account for commercial purposes related to their use of the Site.)
  • Each Account has an email address/username and password associated with it, both of which are necessary for access. You must make sure to protect your password from any unauthorized use, and understand that you alone are responsible for access to your Account. You are solely responsible for all actions taken on and through your Account.
  • All information you provide to the Site, whether as part of creating your Account or otherwise, shall be accurate, current, and complete.

2. Conduct on Site

You may access and use the Site on your computer or other device, subject to these Terms. This Site is for your personal use only. In the event of any misconduct by you (judged by us in our sole discretion), we may restrict your usage and pursue other means of remedy. The following is a list of activities prohibited on the Site. Engaging in any of them constitutes an explicit violation of the Agreement:

• Submitting any deliberately inaccurate information, committing fraud via your Account or in order to create multiple Accounts;
• Transferring your access to the Site, any Account or any Rewards earned on the Site, or selling any Rewards earned on the Site;
• Interfering, or attempting to interfere, with service to any user in any manner;
• Deliberately interfering with the functioning of any part of the Site or with any services provided by VerVise;
• Acting in a way that produces a burden on VerVise services or infrastructure;
• Accessing, or attempting to access, data without proper authorization;
• Attempting to scan or test the configuration or security of the Site without proper authorization;
• Accessing, monitoring, or copying any content from the Site manually or by automatic means without our express written permission;
• Spidering, screen scraping, database scraping, harvesting of email addresses, wireless addresses, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Site or other services offered on or through the Site;
• Aggregating any content from the Site on another website without express written permission;
• Using the Site or its services or features in violation of VerVise's or any third party's intellectual property or other proprietary or legal rights, or in violation of any applicable law;
• Using the Site to solicit for a political or religious purpose or to compete, directly or indirectly, with VerVise;
• Acting illegally or maliciously, or in a way that injures the reputation of VerVise or any Merchant.

You understand that if you engage in any of these actions, we may terminate your Account and, if you are a user, you may forfeit any pending, current, or future Rewards. If you commit fraud, falsify information, or engage in illegal or malicious activity, we reserve the right to hold you liable for our resulting damages, to take legal action, and/or to notify your Internet Service Provider.

3. Availability of Site

You understand that interruptions in service on the Site may be beyond our control. We will try to keep the Site accessible as often as we can, though it may be unavailable at times for any reason, including routine maintenance. You acknowledge that access to the Site may be interrupted, suspended, or terminated indefinitely. VerVise retains the right at our sole discretion to deny service or access to the Site to anyone for any reason.

4. Ownership of Site

Except as otherwise expressly stated in these Terms or on the Site, VerVise is the sole owner of all content and code on the Site, including, without limitation, all text, images, graphics, typefaces, icons, audio, code, video, the look and feel, design and other material contained on the Site, all of which are protected by applicable copyright law. The compilation (meaning the collection, arrangement and assembly) of all content, code, data and materials on the Site is the exclusive property of VerVise, and is protected by applicable copyright law.

The questions included in each Survey are proprietary to the Merchant associated with such Survey, but the Merchants grant VerVise the right to distribute, transmit and copy the Surveys for the purposes of collecting and analyzing responses to the Surveys from users, and to enable access by the Merchants to the responses.

Other than responding to Survey questions, you agree not to modify, copy, distribute, display, publish, license, transfer, sell, or resell any information, software, products, or services obtained from the VerVise Site or associated services without express written consent.

5. Merchant Content and User Material

VerVise provides the tools to enable Merchants to provide their own material in connection with Surveys and Rewards. Merchants hereby agree that, in addition to any other rules we establish in connection with a particular service available on the Site, when a Merchant transmits, uploads, posts, emails or otherwise makes available data, text, videos, music, sound, photographs, graphics, images, messages, or other materials (“Merchant Content”) on the Site, it is entirely responsible for such Merchant Content. It is solely responsible for the Survey questions. Merchant represents and warrants that the Merchant Content it submits to us is its original creation, and/or that it owns or has all necessary rights, licenses, consents and permissions to submit the Merchant Content to the Site and enable VerVise (and our sub-licensees) to reproduce, distribute, display and use the Merchant Content on the Site and in various media, including by means of public distribution, posting, exhibition, broadcasting, transmission, display or publication. By submitting the Merchant Content to the Site, the Merchant is granting VerVise a non-exclusive, transferable, sub-licensable, royalty-free, perpetual worldwide license to (i) use, copy, sublicense, adapt, transmit, publicly perform, display, or create derivative works from the Merchant Content, and (ii) sublicense to third parties the unrestricted right to exercise any of the rights listed in the preceding clause (i) with respect to such Merchant Content.

As between VerVise and Merchant, Merchant will continue to own all of the Merchant Content and information Merchant submits to the Site, provided, however, that Merchant acknowledges that any ideas and suggestions of the type described in Section 9 (“Submitted Materials”), below, shall be treated by us as described in Section 9.

VerVise does not endorse or control the Merchant Content or the responses to the Surveys transmitted or posted on the Site and therefore we do not guarantee the accuracy, integrity or quality of Merchant Content or of the Survey responses. Under no circumstances will VerVise be responsible for any Merchant Content on the Site, or for the Survey responses including, without limitation, for error(s) or omission(s) in any Merchant Content or Survey responses, or for any loss or damage of any kind incurred by you as a result of the use of any Merchant Content or Survey responses made available on or through the Site.

You acknowledge that VerVise has the right (but not the obligation) in our sole discretion to, in whole or in part, to refuse to post or upload, remove, modify or edit any Merchant Content that violates these Terms or applicable law or is otherwise objectionable, and we reserve the right, at any time, to change, condense, or delete any Merchant Content. Without limiting the generality of the foregoing or any other provision of these Terms, we reserve the right to refuse service and/or terminate Accounts without prior notice for any users (including Merchants) who violate these Terms.

6. Terms Relating to the Surveys

Survey questions are developed by and are proprietary to Merchants. Survey questions may not be modified, copied, distributed, displayed, published, licensed, transferred, sold, or resold by respondents of the Surveys and/or users of the Site. By responding to a Survey, you are providing material to VerVise and the Merchant for the purpose of displaying, distributing, adapting and creating derivative works from your responses.

7. Terms Relating to the Rewards

A user will qualify for a Reward by completing the Survey fully, providing accurate information and thoughtful responses. VerVise and its Merchants expect each user to complete the Survey in “good faith” (as determined by VerVise in its sole discretion), which means, among other things, that the respondent completes the Survey fully and provides accurate information and responsive answers to the questions in the Survey. For example, a Survey response that is off-topic, incomprehensible, inappropriate or disrespectful may disqualify the user from receiving the Reward. Each Merchant has the right to notify VerVise of its concern about responses to a Survey, and, in such case, VerVise will review the Survey responses of concern to the Merchant. If VerVise finds that the Survey responses do not comply with the standards described in this paragraph, VerVise may invalidate the Reward coupon.

Each user who completes a Survey that does not violate the standards described in the preceding paragraph will receive via email a coupon with the terms of the Reward, the coupon expiration date and an alphanumeric redemption code sent to the email address associated with such user's Account, if such user elects this email option in the “My Settings” tab under “Email Notifications” in the user's Account on the Site. In addition, a link to the coupon for each Reward to which user is entitled will appear in the user's Account under the “My Rewards” tab. Those users who do not elect the email option in the “My Settings” tab will have access to the coupon solely through the link that appears under the “My Rewards” tab.

Each coupon is redeemable only by the Merchant that issues it. Each coupon is valid only in accordance with its terms, and a Merchant is obligated to redeem a coupon only if the presenter has met the conditions for redemption stated on the coupon or on this Site (for example, that each coupon must be presented to the Merchant for redemption by the person who completed the Survey). In addition, you are responsible to ensure that you redeem the coupon prior to any expiration date marked on the coupon. Once a coupon expires, it is no longer redeemable (unless applicable law requires otherwise).

The alphanumeric redemption code on each coupon is unique to each Reward in each Survey. Merchants are given a list of pre-generated redemption codes against which to check redemption codes on the coupons presented. Once a coupon is redeemed for a Reward, the redemption code on such coupon shall no longer be valid.

You acknowledge and agree that each Merchant is solely responsible for redeeming and fulfilling the terms of a coupon, and that you have no recourse against VerVise or any Merchant that participates on the VerVise Site (other than the Merchant issuing the coupon) in the event that the Merchant issuing the coupon fails to redeem it in accordance with its terms for any reason whatsoever.

A coupon has no value outside the terms of its redemption.

The coupons and the Rewards available on the Site are for your personal, non-commercial use only. You may not sell or resell, or offer to sell or resell, in whole or in part, any of the coupons or Rewards.

These terms apply to all coupons and Rewards unless required by law or explicitly stated otherwise on a particular coupon:

• Unauthorized use, reproduction, sale, resale, modification, or trade of coupons redeemable for Rewards, or the Rewards themselves, is prohibited;
• Unless otherwise explicitly provided by the Merchant (on the coupon or on this Site), you are solely responsible for the payment of all taxes, gratuities, and any applicable shipping and handling fees related to the coupon and the Reward;
• Rewards cannot be combined with other Rewards or promotions;
• Coupons may only be redeemed at the location of the Merchants issuing the coupon for the Reward; and
• Rewards are not reloadable or redeemable for cash.

The Merchants are solely and fully responsible for all goods and/or services made available to users as Rewards. You hereby waive and release any legal or equitable rights or remedies you have or may have against VerVise and any Merchant other than the Merchant that is the source of the Reward, and agree to indemnify and hold VerVise and such other Merchants harmless to the fullest extent allowed by law regarding all matters related to, or arising in connection with, the Reward.

8. Websites of Others

This Site may contain links to websites operated by third parties, including the Merchants. These links have been created for the convenience of the Site's users only, and VerVise does not endorse the contents, policies or practices of these third party sites, including, without limitation, with respect to privacy, their compliance with state or federal law, or with copyright, trademark or other intellectual property laws. When you access these third party sites, you do so at your own risk.

9. Submitted Materials

It is our policy to decline unsolicited suggestions and ideas (including, but not limited to, those for new or modified services or marketing). Notwithstanding our policy with regard to unsolicited suggestions, ideas, or other material, any inquiries, feedback, suggestions, ideas or other information you provide us (including, for example, and without limitation, that you send to us via e-mail or regular mail (each, a “Submission”)), will be deemed to be non-proprietary and non-confidential. By transmitting any Submission, you hereby grant us full ownership of the Submission. We reserve the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as we see fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with our products or services. You also acknowledge that your Submission will not be returned to you and we may use your Submission, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

10. Termination and Modification of Terms of Use

VerVise may terminate these Terms at any time. VerVise shall have the right to terminate your Account or password if VerVise in its sole discretion considers you to be in breach of this Agreement. We reserve the right to discontinue or modify any feature of the Site, including conditions for access or use.

We reserve the right at times to discontinue or modify any part of these Terms for any reason, and the modified or amended Terms will take effect immediately upon being posted.

11. Disclaimer of Warranty

THE SITE IS PROVIDED AT AN “AS-IS,” “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

WE DO NOT WARRANT THAT THE SITE, SURVEY, COUPONS, REWARDS, CONTENT, FUNCTIONS OR MATERIALS PROVIDED ON OR THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. WE ARE NOT RESPONSIBLE FOR THE SECURITY OR PRESERVATION OF INFORMATION YOU CHOOSE TO COMMUNICATE TO VERVISE WHILE SUCH INFORMATION IS BEING TRANSMITTED. ALTHOUGH WE TRY TO MAKE SURE THAT THE INFORMATION POSTED ON THE WEBSITE IS CORRECT AND UP-TO-DATE, AND ENCOURAGE THE MERCHANTS TO DO THE SAME, WE DO NOT WARRANT OR GUARANTEE THAT SUCH INFORMATION IS CORRECT OR UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION POSTED ON THE WEBSITE AT ANY TIME AND WITHOUT PRIOR WARNING.

WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES OR CONTENT FROM THE SITE. WE ARE NOT RESPONSIBLE FOR THE LOSS OF ANY INFORMATION OR DATA FROM THE SITE OR FROM ANY ACCOUNT.

12. Limitation of Liability

TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THESE TERMS, VERVISE DISCLAIMS LIABILITY FOR ANY DAMAGES OR INJURY ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THIS SITE, OR THE SURVEY (INCLUDING RESPONSES THERETO), COUPONS, REWARDS, CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES EVEN IF VERVISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD VERVISE, ITS DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS AND CONTRACTORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FOR ANY LOSS, DAMAGES OR COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM ANY CLAIM, ACTION, OR DEMAND ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR BREACH OF THESE TERMS. YOU ALSO AGREE TO INDEMNIFY THE INDEMNIFIED PARTIES FOR ANY LOSS, DAMAGES, OR COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM YOUR USE OF SOFTWARE ROBOTS, SPIDERS, CRAWLERS, OR SIMILAR DATA GATHERING AND EXTRACTION TOOLS, OR ANY OTHER ACTION YOU TAKE THAT IMPOSES AN UNREASONABLE BURDEN OR LOAD ON OUR INFRASTRUCTURE.

14. Governing Law and Jurisdiction

THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, COUNTY OF NEW YORK.

15. General

No waiver by either you or VerVise of any breach, default, or failure to exercise any right allowed under this Agreement is a waiver of any prior or subsequent breach, default, waiver, or forfeiture of any similar current or future rights in this Agreement. The section headings used herein are for convenience and hold no legal force or effect.

Nothing contained in these Terms shall be construed as creating any agency, partnership, or other form of joint enterprise between us and you. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provisions hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole but these Terms shall be modified, to the extent possible, by the adjudicating entity to most fully reflect the original intent of the parties as reflected in the original provision.

We control and operate the Site from the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations, or that products or services are available for purchase or delivery outside the United States. Persons who choose to access the Site from other locations do so on their own and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable.

16. Copyright Agent; DMCA

If you believe that your work or content has been copied and posted to the Site in a way that constitutes copyright infringement, please send VerVise's designated copyright agent a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit location of the material on the Website.
• The complaining party's address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to our designated agent as follows:
DMCA Agent: Aaron Smargon
VerVise, LLC
Post Office Box 230464
New York, NY 10023
Email: aaron@vervise.com