Terms & Conditions

SEQRLY
Terms of Service

Seqrly is a service offered by LiberatID, Inc.

This Terms of Service (this "Agreement") is made between LiberatID, Inc., a Delaware corporation, ("LiberatID") and you, or, if you represent an entity or other organization, that entity or organization (in either case "You") and provides the terms and conditions under which You may access and use the web-based security and identity management service offered by LiberatID (the "Service"). 

The Service provides online security, identity management, and authentication services to You and other customers of LIberatID.  All access to and use of the Service and any other services, products, or other offerings You receive from LiberatID or through any site operated by or on behalf of LiberatID (the "Site") is subject to the terms of this Agreement.  This Agreement will exclusively govern Your access to and use of the Service and Site.  If You wish to access or use any portion of the Service or Site (or any of the other services, products, or other offerings provided by or on behalf of LiberatID), You may do so only in compliance with the terms of this Agreement. 

LiberatID reserves the right, at any time, to modify the functionality of the Services, the Site, or the terms of this Agreement by making such modification available on the Services or Site or by providing other notice to You through the LiberatID site or through any means of communication You have supplied to LiberatID (for example, email, traditional mail, etc.).  Any modification will be effective immediately upon posting on the Services or Site or upon such other notice.  If You do not approve of any such modification, You may terminate this Agreement at any time as set forth in Section 10 below.  If You do not terminate this Agreement, You will be deemed to have agreed to such modifications through Your continued use of the Service. 

1.             Definitions.  Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States. 

2.             Applicable Policies and Terms.  In addition to the terms of this Agreement, Your access to and use of the Service and Site is subject to LiberatID's then-current policies relating to the Service and Site, including, without limitation, the LiberatID Privacy Policy available at https://www.seqrly.com/privacy (the "Privacy Policy").  You are responsible for compliance with these policies and terms, and all other LiberatID policies applicable to the access and use of the Service and Site. 

3.             Access to the Service.  You must be 13 years or older to access or use the Site or Service.  If you are under 13, then You may not use or access the Site or Service under any circumstances.  If You are 13 or older and younger than 18, then You may access and use the Site or Service only if you have your parents' or guardians' prior permission.  By accessing or using the Site or Service, You represent that You are at least 18 or that you are at least 13 and have your parents' prior permission to do so.  If you are a parent or guardian providing permission for a child age 13 or older to access or use the Site or Service, then you agree to accept full responsibility for that child's use of and access to the Site or Service under this Agreement.  You may access and use the Site or Service solely for lawful purposes and only in accordance with the terms of this Agreement.

4.             Registration.  Until you apply for and are approved as a registered user of the Service (a "Registered User"), Your access to the Service will be limited to the areas of the Service generally available to all general users of the Site.  Your approval as a Registered User is at the sole discretion of LiberatID.  In connection with Your application to become a Registered User, You will be asked to submit certain information about Yourself ("Registration Information"). 

5.             Your Account. 

5.1          Digital Certificate.  If You are approved as a Registered User, You will be permitted to establish an account to access the areas of the Service and Site available to registered users (an "Account").  Your Account will be protected by a digital-certificate that You create when you establish Your Account (Your "Digital Certificate"). 

5.2          Security.  Your Digital Certificate will be required to gain access to Your Account.  YOU are responsible for keeping Your Digital Certificate and the other information regarding Your Account confidential and secure.  You agree to notify LiberatID immediately of any actual or suspected unauthorized use of Your Digital Certificate or Your Account. 

5.3          Use and Access.  Your Account is solely for Your personal and non-commercial use.  You may not sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer Your Account or the right to access your Account to any third party.  You represent and warrant that: (1) all Registration Information You have provided is true, accurate, current, and complete; (2) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete; (3) You will not provide Registration Information of another person or with the intent to impersonate another person; or (4) use any Registration Information of a third party without such third party's express authorization. 

5.4          Your Responsibility.  You are solely responsible for all activities that occur through Your Account.  LiberatID will not be responsible for any LIABILITY You INCUR DUE TO ANY ACTIVITIES THAT OCCUR THROUGH YOUR ACCOUNT OR caused by your failure to comply with these obligations.  Failure to comply with the foregoing obligations will constitute a breach of this Agreement and may result in immediate termination of Your Account. 

6.             Your Information and Content.  

6.1          Your Information.  Your Account may be used to store credentials and other information for use in accessing and verifying Your identity on various third party web sites and web services, including, without limitation, Your user names, passwords, and other login and authentication information ("Your Credentials").  Your Account may also be used to set and store various preferences and policies for access to those third party web sites and web services (Your "Polices").  Your Account will enable You or any third party accessing Your Account to access, modify, and maintain Your Credentials, Your Policies, and any other information You store in Your Account, including, without limitation, Your name, address, telephone number(s), age, gender, marital status, occupation and position, employer, income or other financial information, credit card number(s), or any other information You choose to store in Your Account (Your Credentials, Your Policies, and all such other information You store in Your Account, collectively, "Your Information").  You represent and warrant that Your Information is Yours , that You are the sole owner of all of Your Information, and that You possess all right, title and interest in and to Your Information necessary for You to provide Your Information to LiberatID.  YOU ARE SOLELY RESPONSIBLE FOR KEEPING YOUR INFORMATION CONFIDENTIAL AND SECURE, INCLUDING WHEN YOU USE YOUR INFORMATION TO ACCESS OR USE A WEB SITE OR WEB SERVICE OUTSIDE OF THE SERVICE.  LiberatID is not responsible or liable for any USE or MISUSE OF YOUR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY deletion, destruction, damage, loss, or failure to store or back-up any of Your Information.  LiberatID may take remedial action if any of Your Information violates this Agreement, provided that LiberatID is under no obligation to review any of Your Information for accuracy, completeness, or potential liability.

6.2          Your Content.  The Service may include forums, bulletin boards, chat rooms, or other opportunities through which You may provide, transmit, upload, or otherwise make available information, data, or other content through the Service (such, "Your Content").  You agree the Your Content will not be: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement or misappropriation of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services.  You represent and warrant that You own all right, title, and interest in and to Your Content or that You have sufficient rights to grant LiberatID the rights in Your Content discussed in this Agreement.  By providing or uploading Your Content to the Service, You grant LiberatID a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind.  In addition, you waive all moral rights in Your Content or warrant that all moral rights applicable to such content have been waived. 

6.3          Use of Your Information and Your Content.  You expressly consent to the use and disclosure of Your Information, including, without limitation, any personally identifiable information and other data and information contained in Your Information, as described in the then-current Privacy Policy.  Notwithstanding anything in the Privacy Policy, LiberatID will have the right to collect and analyze data and information (including personally identifiable data and information) resulting from Your access to and use of the Service and Site, provided that the data and information is used and disclosed by LiberatID only in an aggregated non-personally identifiable form that does not directly identify You or any other entity or natural person as the source thereof.  All such aggregated data and information will be solely owned by LiberatID and may be used by LiberatID for any lawful business purpose without a duty of accounting to You. 

7.             Other Sites and Services.  The Service enables You to manage Your identity on other web sites and web services.  These other sites and services, are not under the control of LiberatID.  LiberatID does not endorse or accept any responsibility for any such other site or service.  LiberatID is not responsible for any such other site or service, or the terms, agreements, policies, content, operation, or other aspects of any these other sites and services.  If you access any other site or service through the Service or from the Site, or direct the Service to access any other site or service on Your behalf, then you do so at your own risk.  You acknowledge and agree that LiberatID may disclose Your Information to any such site or service in connection with the operation of the Service. 

8.             Information Provided to You Through the Service.  All information, data, content, and any other text, files, images, graphics, illustrations, data, audio, video, or other content ("Service Information") accessible through the Service are owned by or licensed to LiberatID.  Subject to Your compliance with this Agreement, LiberatID grants to You a non-exclusive, personal, non-transferable, non-sublicensable limited license solely to access Service Information, without modification, for Your own personal purposes in accordance with this Agreement.  Except as expressly provided in this Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Service Information or any intellectual property rights therein or related thereto and You may not use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any portion of any such Information without the prior written permission of LiberatID.  ALL SUCH SERVICE INFORMATION IS PROVIDED solely for informational purposes and you are solely responsible for any use of or reliance on any SERVICE INFORMATION. 

9.             Additional Restrictions.  You acknowledge that the Service, Site, and the databases, software, hardware and other technology used by or on behalf of LiberatID to operate and provide the Service and Site (the "Technology") and their structure, organization, and underlying data, information and source code are owned by LiberatID and constitute valuable trade secrets of LiberatID.  You will not, and will not permit any third party to: (1) access or use the Service or Site, in whole or in part, except as expressly provided in this Agreement; (2) use the Service or Site to harvest or collect e-mail addresses or other contact information of third parties by any means; (3) use the Service or Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service or Site; (4) use automated scripts or bots to use or access the Service or Site; (5) use the Service or Site to intimidate or harass any other people or entities; (6) alter, modify, reproduce, create derivative works of the Service or Site, Service Information, or Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Service or Site or otherwise make the Service or Site, or access thereto, available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Service or Site or the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Service or Site or the Technology; or (10) interfere in any manner with the operation or hosting of the Service or Site or the Technology, or attempt to gain unauthorized access to the Service or Site or the Technology. 

10.          Term and Termination.  This Agreement will be effective upon the Effective Date and will continue thereafter until terminated by either party as set forth in this Agreement.  You may terminate this Agreement at any time and for any reason or no reason by providing written notice of such termination to LiberatID or by following any instructions for termination provided through the Service or Site.  LiberatID may terminate this agreement at any time, for any reason or no reason, in LiberatID's sole discretion.  Without limiting LiberatID's right to terminate this Agreement, LiberatID may also suspend Your access to the Service or Site, with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or of applicable law or upon any other conduct inappropriate or detrimental to the Service or Site, or to LiberatID.  Upon termination or expiration of this Agreement for any reason all rights granted to You under this Agreement will terminate and LiberatID may immediately terminate Your access to the Service or Site and You will immediately cease all use of and access to the Service or Site.  The following Sections will survive termination or expiration of this Agreement for any reason: 1, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20.  In addition, any other Section that by its terms survives termination or expiration of this Agreement will continue to survive following any such termination or expiration of this Agreement. 

11.          Warranties and Disclaimer. 

11.1        Warranties By You.  You hereby represent, warrant, and covenant for the benefit of LiberatID that: (a) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind that company or other entity to the terms of this Agreement; (b) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with the Service or Site; and (c) Your Information, and any other data, information or content You provide to LiberatID in connection with this Agreement and Your access to the Service or Site, is correct and current.  

11.2        Disclaimer.  THE SERVICE AND SITE (INCLUDING ALL SERVICE INFORMATION) AND ANY OTHER SERVICES PROVIDED BY OR ON BEHALF OF LIBERATID ARE PROVIDED TO YOU STRICTLY "AS IS" AND "AS AVAILABLE" AND LIBERATID EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE AND SITE AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title, or non-infringement.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LiberatID, ITS EMPLOYEES, AFFILIATES, OR AGENTS WILL CREATE ANY WARRANTIES BY OR ON BEHALF OF LIBERATID. 

12.          Indemnity.  You hereby indemnify, defend, and hold harmless the LiberatID and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation by or against any Indemnified Party arising from (1) any actual or alleged violation of any laws, rules, regulations, or ordinances; (2) any actual or alleged breach of this Agreement, including, without limitation, all representations, warranties, and covenants in this Agreement; (3) Your access to or use of the Service, Site, or any Service Information, whether or not in breach of this Agreement; or (4) any of Your Information or Your Content or the use thereof by LiberatID in providing any Service.  LiberatID will provide You with notice of any such claim or allegation, and LiberatID will have the right to participate in the defense of any such claim at its expense. 

13.          Limitation on Liability.  YOU ASSUME FULL RESPONSIBILITY AND LIABILITY FOR YOUR USE OF YOUR INFORMATION AND ANY WEB SITE OR WEB SERVICE ACCESSED USING YOUR INFORMATION.  YOU ACKNOWLEDGE THAT THERE IS NO SUCH THING AS COMPLETE OR PERFECT ONLINE OR INTERNET SECURITY AND THAT WHILE LIBERATID WILL USE INDUSTRY STANDARD TECHNOLOGY TO PROTECT AND SECURE YOUR ACCOUNT AND YOUR INFORMATION, BREACHES IN THE SECURITY OF YOUR ACCOUNT OR YOUR INFORMATION MAY OCCUR.  YOU AGREE THAT LIBERATID WILL HAVE NO LIABILITY UNDER ANY THEORY OF LIABILITY FOR ANY BREACH OF THE SECURITY OF YOUR ACCOUNT OR YOUR INFORMATION ABSENT A FINDING THAT THE BREACH RESULTED DIRECTLY AND PROXIMATELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LIBERATID. 

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL LiberatID BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF this agreement, THE service , or any SERVICE INFORMATION, EVEN IF LiberatID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  LiberatID'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND the SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. 

You agree THAT THE FREE ACCESS TO THE service REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND acknowledge THAT LiberatID WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, the liability of LiberatID IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

14.          Marks.  Unless otherwise labeled, all trademarks, trade names, service marks, logos, banners, and page headers displayed on the Site or through the Services (collectively, the "Marks") are the property of LiberatID and its affiliates.  Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of LiberatID.  

15.          Confidentiality.  For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed or made available to You under this Agreement or the Service.  For the avoidance of doubt, (1) the Service, Technology, and Service Information are the Confidential Information of LiberatID, and (2) the data and information permitted to be used and disclosed by LiberatID under Section 6.3 will not be Your Confidential Information.  You agree to protect the Confidential Information of LiberatID with the degree of care that You use to protect Your own confidential information of like nature, but in no case less than reasonable care.  You agree that, except as expressly directed by LiberatID, You will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement.  As applicable, You may disclose Confidential Information to those of Your employees having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and use their best efforts to ensure their compliance with those obligations.  If You are required to disclose any Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, You will furnish written notice of such disclosure to LiberatID as soon as practicable in order to afford LiberatID the opportunity to seek a protective order and You will reasonably cooperate in such efforts.  If any conflict arises between the Privacy Policy and the provisions of this Section 15, the provisions of this Section 15 shall control. 

16.          Claims of Infringement.  Just as LiberatID requires users of the Service to respect the copyrights and other intellectual property rights of LiberatID, its affiliates, and other third parties, LiberatID respects the copyrights and other intellectual property rights of users of the Service and other third parties.  If You believe in good faith that Your copyrighted work has been reproduced on the Service without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

LiberatID, Inc. 
Attn: Copyright Infringement Agent
842 St Andrews Ln.
Louisville, CO 80027

Please provide the following information to LiberatID' Copyright Infringement Agent:  (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) 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; and (5) Your electronic or physical signature. 

17.          Disputes.  Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a "Dispute"), in accordance with the procedures set forth in this Section 17.  If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce ("ICC") then in effect (the "Rules").  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by LiberatID in Denver, Colorado U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. 

18.          Notices.  All notices to be given by You to LiberatID under this Agreement will be made in writing and will either be via: (1) hand-delivery; (2) Federal Express (or a comparable overnight mail service); (3) facsimile transmission (provided that an original copy of a transmission will be delivered by some other means permitted by this Section 18); or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above.  All notices to be given by LiberatID to You may be made via any of the methods stated in the previous sentence or additionally via posting to the Service or Site or via email to the current email address on file for You.  All notices will be effective upon receipt (or when delivery is refused) or 3 business days after being deposited in the mail as required above, whichever occurs sooner.  Either party may change its address for notice by giving notice of the new address to the other party. 

19.          Governing Law.  The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado.  Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of Colorado, U.S.A. or in state court in Denver, Colorado U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by LiberatID. 

20.          General.  This Agreement is the complete and exclusive understanding and agreement regarding the Service or Site, and supersedes any oral or written proposal, agreement or other communication between LiberatID and You, regarding Your access to and use of the Service or Site.  Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties.  All waivers under this Agreement must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit, arbitration or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal.  Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of LiberatID.  Any assignment in violation of the foregoing will be null and void.  LiberatID may freely assign this Agreement or any of its rights hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.