VERSO TERMS OF SERVICE

Last updated: November 9, 2018

Welcome to Verso. Please read these terms of service (these “Terms”) carefully as they form a contract between you (“you” and “your”) and Paragraph LLC (“Verso”, “we”, “us”, or “our”) that governs your access and use of the platform provided by Verso for online content storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, “Content”); (ii) the Verso websites or applications; and (iii) any written or electronic use or features guides or other documentation provided or made available by Verso (the “User Guides”) (collectively the “Service(s)”).

By registering or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Verso that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Verso and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please visit http://www.paragraph.com/contact/.

Please note that Verso doesn’t provide warranties for the Services. This contract also limits our liability to you. See Section 14 (NO WARRANTY) and Section 16 (LIMITATION OF LIABILITY) of these Terms for details.

1. CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Verso website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via www.verso.cc (the “Site”). Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you do not agree to any of the changes, we are not obligated to keep providing the Service, and you must cancel and stop using the Service.

2. ACCESS TO THE SERVICE
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.

3. YOUR ACCOUNT
To obtain access to certain Services, you may be required to obtain an account with Verso as a registered user (a “Registered User”), by completing a registration form and designating a user ID and password. Until you apply for and are approved for an account your access to the Service will be limited to the areas of the Service, if any, that Verso makes available to the general public. When registering with Verso you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service’s registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Verso may deny approval or withdraw such approval at any time in its sole discretion, with or without cause.

Only you may use your Verso account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. Verso will not be liable for any loss or damage arising from any unauthorized use of your accounts. If a third party such as an employer, or school gave you your account, that party has rights to your account and may: (a) manage your account, reset your password, or suspend or cancel your account; (b) view your account’s usage and profile data, including how and when your account is used; and (c) read or store Content in your account. If you are an individual Registered User of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Verso and such organization and controlled by such organization.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with Verso, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Verso’s products and services, via email. We give you the opportunity to opt-out of receiving promotional email from us by following the opt-out instructions provided in the message.

5. CONTENT
Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you and others make available on the Service. We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you’ve shared Content with (including the general public, in certain circumstances) may have access to your Content.

You hereby grant Verso and its contractors the right to transmit, use and disclose Content posted on the Service solely to the extent necessary to provide the Service, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which Verso believes in good faith requires Verso to disclose information to assist in preventing the death or serious bodily injury of any person.

You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.

You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. Verso will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.

You must immediately notify Verso in writing of any unauthorized use of: (a) any Content; (b) any account; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Verso with such cooperation and assistance related to any such unauthorized use as Verso may reasonably request.

6. CONTENT STORAGE AND PROCESSING
In respect of your use of the Service and in relation to any personally identifiable and other data and information you provide to Verso, you expressly consent to the use and disclosure of that data and information as described in the Privacy Policy. You are responsible for complying with all applicable data protection and privacy laws in respect of your use of the Service and with regard to any personal data that you provide to Verso through the Service. You represent and warrant that to the extent that any Content incorporates personal data, you are entitled to transfer such personal data to Verso for processing in accordance with this Agreement, and that the transfer to, and processing by, Verso of such personal data as aforesaid will not violate any applicable data protection laws or corresponding rights. Verso may process and store your Content in the United States or any other country in which Verso or its agents maintain facilities and, by using the Service, you consent to this processing and storage of your Content.

7. SUSPENSION AND TERMINATION OF USE OF THE SERVICE
We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Verso to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Verso’s determination, the suspension might be indefinite and/or Verso has elected to terminate your access to the Service, Verso will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.

Upon termination by Verso, for reasons other than cause, you may request access to your Content, which we will make available for an additional fee. You must make such request within five (5) days following termination. Otherwise, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.

In addition to other termination provisions, if your account is not currently subject to a paid subscription plan with us, we may terminate your account at our sole discretion if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User; or (b) you do not engage in any activity in your account for any period of one hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.

8. ACCEPTABLE USE
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Verso and/or to build a similar service or website. You must not damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Verso) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

1. modify, alter, tamper with, repair or otherwise create derivative works of any Software;
2. reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
3. use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service (“Policies”);
4. sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
5. remove, obscure or alter any proprietary rights notice pertaining to the Service;
6. access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
7. use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
8. use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content (including but not limited to Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability); (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
9. interfere with or disrupt servers or networks used by Verso to provide the Service or used by other users’ to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;
10. access or attempt to access Verso’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
11. cause, in Verso’s sole discretion, inordinate burden on the Service or Verso’s system resources or capacity; or
12. share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.

Verso reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Verso user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. Verso may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

9. UPDATES TO THE SERVICE
Verso reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

10. SOFTWARE
If you receive Software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software. Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you are not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

11. THIRD PARTY SERVICES AND CONTENT
All transactions using the Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Verso is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Verso shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

12. VERSO PROPRIETARY RIGHTS
As between Verso and you, Verso and/or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Verso. In the event that you provide comments, suggestions and recommendations to Verso with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), You hereby grant to Verso a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

13. PRIVACY
In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information as described in the privacy policy located at https://verso.cc/privacy-policy (“Privacy Policy”). You further acknowledge and agree that we may access or disclose information about you, including the Content, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Verso or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Verso employees, customers, or the public. We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms.

14. NO WARRANTY
VERSO PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERSO MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. INDEMNIFICATION
To the extent permitted by law, You will defend Verso against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Verso’s actions); or (b) violates applicable law or these Terms. Verso will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERSO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF VERSO HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF VERSO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

17. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
You are contracting with Paragraph LLC with an address at 603 Greenwich Street, Suite 101, New York, NY 10014. The laws of the State of New York, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York, New York, for all disputes arising out of or relating to these Terms. Verso may assign this contract to another entity at any time with or without notice to you.

18. NOTICES
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Service. You may provide legal notices to us via email to alyson@bmuse.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Verso, Attn: Ziv Navoth, 603 Greenwich Street, Suite 101, New York, NY 10014. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

19. FEES & PAYMENTS
19.1 Fees
The fees applicable for the Service (“Fees”) are available on the Site and/or in Verso’s then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Verso quoted for your account. Verso reserves the right to change the quoted currency at any time. We’ll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the then-current price. If your Service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price change at least thirty (30) days in advance. If you don’t agree to these changes, you must cancel and stop using the Service via www.verso.cc with cancellation confirmation from a Verso representative no later than three (3) business days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with these Terms, we will automatically renew the Service at the then-current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.

19.2 Payment
You must be authorized to use the credit card that you enter when you create a billing account. You authorize us to charge you for the Service using your credit card and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you’ve approved, and we’ll notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your prior billing periods. We may automatically renew your Service and charge you for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed.

You must keep all information in your billing account current. You can access and modify your billing account information using the on the Site. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

19.3 Trials
If you are currently on our free fourteen (14) day trial (“Free Trial”), you may use your account, free of charge, at any time until fourteen (14) days after your account was created. The day of creation of your account constitutes the first day of the Free Trial. The last day of the Free Trial signifies the due date of the first payment. If you do not upgrade to a paid subscription and payment is not received by Verso on the due date, your account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by Verso. You retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of thirty (30) days, your account will be deactivated, you will be unable to access your account, and all files in your account will be inaccessible to users. If not complied with at the end of six (6) months, all files in your account will be permanently deleted.

19.4 Plans and Quotas
You may elect one of the following types of plans: Starter, Basic, Pro, and Enterprise (the “Plans”). The details of each of the Plans, including but not limited to the permitted number of files, number of libraries, file size limit, download limit, and storage limit, are available at www.verso.cc (the “Plan Limits”). If you exceed the Plan Limits associated with your Plan, you will receive an email notification from us notifying you that you have reached the Plan Limits and you must either upgrade to a different Plan or lose the ability to store any more files.

19.5 Subscription Period
You may elect one of the following types of subscription periods:

1. A monthly subscription period (“Month-To-Month Subscription Period”). The subscription period for the Month-To-Month Subscription Period will be one (1) month and will automatically renew unless you cancel your Month-To-Month Subscription Period in accordance with these Terms at least three (3) business days prior to the renewal date. You will be billed monthly for the Month-To-Month Subscription Period on or about the same day each month until such time that you cancel your Month-To-Month Subscription Period.
2. An annual subscription period (“Annual Subscription Period”). The subscription period for the Annual Subscription Period will be one (1) year and will automatically renew each year on the anniversary of your Annual Subscription Period unless you cancel your Annual Subscription Period in accordance with these Terms at least ten (10) days prior to your renewal date. You will be billed annually for the Annual Subscription Period on or about the same day each year until such time that you cancel your Annual Subscription Period. For the avoidance of doubt, please note, you will not be permitted to cancel, reduce the number of seats, or downgrade the Verso Service you have selected until the anniversary of your Annual Subscription Period. There will be no refunds for Annual Subscription Period payments. Please be certain you are committing to a one (1) year period if you select the Annual Subscription Period. If you are not certain, we recommend choosing the Month-To-Month Subscription Period.

If you select the Month-To-Month Subscription Period, you can switch to the Annual Subscription Period at any time. If you select the Annual Subscription Period, you may not change to the Month-To-Month Subscription Period until the end of the one (1) year term of your Annual Subscription Period.

If you are a paid non-trial user and cancel your subscription, you will not be issued a refund for your most recent (or any previous) billing, unless you are on a Annual Subscription Plan, in which event you may obtain a refund for a renewal fee only if you request the refund within thirty (30) days of the day on which you were charged for the renewal of your account; and in such an event, only a partial refund equivalent to 80% of the annual renewal fee will be returned.

20. MISCELLANEOUS
20.1. Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

20.2. Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.

20.3. Independent Contractors; No third-party beneficiaries. Verso and you are not legal partners or agents. Our relationship is that of independent contractors. This contract is solely for your and our benefit, and is not for the benefit of any other person, except for permitted successors and assigns.

20.4. Claims. YOU AND VERSO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20.5. Waiver. The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

20.6. Government Use. If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

21. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
If you are a copyright owner or an agent thereof and believe that any Content infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• 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, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• 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 the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an e-mail address;
• A statement that you have 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; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated copyright agent for notice of alleged copyright infringement is: [copyright@paragraph.com (“Copyright Agent”). You acknowledge that if you fail to comply with all of the requirements of this Section 21, your DMCA notice may not be valid.

Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Verso may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member, or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Verso’s sole discretion.

INTELLECTUAL PROPERTY NOTICES
All content of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved. Verso and the Verso logo may not be copied, imitated, or used, in whole or in part, without Verso’s prior written permission. Other product and company names may be trade or service marks of their respective owners. Verso may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.