Accredd Terms of Service

Last updated on May 29, 2023

Welcome to Accredd!

This Accredd Terms of Service (“Terms“) forms a legal agreement between Accredd, Inc. (“Accredd“) and the entity or individual (“you” and “your“) who created an Account Accredd to receive accreditation verification processing, data, analytics, or other services offered by Accredd and its Affiliates.

Accredd (together with its affiliates, either existing or to be formed, and any successor company, “Accredd,” “us,” “we,” or “our”) provides you with the information, content, tools, products and services on our website located at https://accredd.com and any variation of this website  (“Site”). Any services provided by Accredd and its Website (“Services”). These Terms of Service (“Terms”) govern your use of the Website. These Terms also include some important disclosures and information related to certain products and services. These Terms is effective on the date (“Effective Date“) you first access, or sign a contractual agreement, Services and are instated until you or Accredd terminates it.

By accessing the Site, you agree to abide by the Terms and to comply with all laws and regulations applicable to the Terms and the Services. If you do not agree with the Terms, you are prohibited from using or accessing the Website or using the Services.

These Terms are a binding agreement between you and Accredd. By using or accessing the Sites, you accept and agree to be bound by these Terms. Your use of our Site is governed by the version of the Terms. Accredd may modify these Terms at any time and without prior notice. You should review the most updated version of these Terms by visiting the Site and clicking on the “Terms of Service” hyperlink located at the bottom of the page. These Terms are in addition to any other agreements, such as the API Agreement, between you and Accredd, and any other agreements that govern your use of information, content, tools, products and services available on and through the Site.

Definitions

“Accredited Investor” means an individual or entity that meets a threshold of financial suitability to invest in private investment vehicles. Please see the official definition by the Security and Exchange Commission or the United States Government. 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under control with another entity.

“API Account” means a Business User that has an Accredd account with access to Accredd API, its product and API Services.

“Beta” means “pilot”, “invite only”, “early release” or similar definition.

“Business User” means the entity that entered into an agreement with Accredd to license its Services, typically through the API Agreement.

“Content” means any and all data, information, and other content submitted to Accredd or transmitted through the Site or our Services, that others, such as your End Customer, submit to you and you transmit to Accredd.

“Communication” means any written or electronic form of sending information, including a notice, consent, authorization, agreement, disclosure or instruction.

“End Customer” means the individual or entity that uses Accredd’s Services through the Business User.

“End User” means the individual or entity that uses Accredd’s Services directly.

“Fees” means the fees or payments owed to Accredd for providing its Services.

“Personal Data” means the information that any users on Accredd uploads, provides, and transmits to Accredd, typically for the purpose of account creation, accreditation verification, or account management. 

“Representative” means an individual who can act on the behalf of your business.

“Reviewer” means an individual, entity, or autonomous technology (e.g. AI, Machine, Robot) that evaluates documents within our platform.

General Terms

1. Your Accredd Account

Business Representative: Your representative and you individually affirm to Accredd that (i) the Representative is authorized to provide information on your behalf and bind you to these Terms. Additionally, (ii) your Representative is a managing partner, executive officer, or an individual with significant responsibility in your business. 

Age Requirements: Your representative must be a parent or legal guardian if you are not old enough, typically 18 years old, to enter into a contract on your own. You may not use the Services if you are under 13 years of age.

2. Services and Support

Services Change and Updates: Accredd may change the Services and Accredd Technology and at any time, including adjusting functionality (adding or removing) of the Services. Accredd may notify you of material changes to the Services. Accredd is not obligated to provide any updates. Accredd also reserves the right to discontinue, pause, or stop offering the Services at which point your right to access to your Account and use of the Services may be automatically disabled.

Accreditation Verification: Accredd will take reasonable steps, as outlined by the United States Securities and Exchange Commission, to review and verify unmodified documents submitted by the End User or Customer User. We will grant and generate an accreditation letter should the End User or Customer User meet the definitions of an accredited investor, as defined by the United States Securities and Exchange Commission. 

Subcontracting: Accredd may, at its discretion, subcontract its obligation under these Terms to third parties.

Services Restrictions: You must only use the Services for business purposes. You must not, and must not enable any third party to: use the Services for personal purposes; act as service vendor or agent for the Services with no value to Customers; work around any technical limitations of the Services, build functionality that is prohibited, or access and attempt to access Accredd systems, data, or services; reverse engineer or attempt to reverse engineer the Services or Accredd Technology; leverage the Services for illegal, fraudulent, or deceptive activities; copy, reproduce, upload, post, transmit, resell, or distribute in any way, any part of the Services, Accredd Technology, or Site.

Service-Level Agreement: We commit to getting a response to all accreditation verification requests, submitted by Business Users, End Customers, or End Users, in 12 hours or less. Questions directed to support@accredd.com will receive a response in 1-3 business days.

Support: We will provide you with support to resolve issues related to your account and your use of our Services and Accredd Technology. We will do this through sharing documentation and materials created or distributed on our Site. Our support also includes channels such as email via support@accredd.com.

Third-Party Services: We may refer, enable access, or promote Third-Party Services for your convenience. We do not approve, endorse, or recommend any Third-Party Services to you, and your access and use of such Third-Party Services is done so at your own risk. Accredd disclaims all liability and responsibility for your use of any such services. Note that these services are not governed by these Terms or our Privacy Policy and are subject to the Third Party’s specific terms of use, agreement, and privacy policies.

3. Fees

Fees: The Fees are stated on contract agreements in writing. We may revise the Fees in accordance with the written agreements.

Collection of Fees and Payments: You must ensure that Accredd is able to collect Fees and other payments you owe under the written agreement when due. Accredd may deduct, in order to recoup, Fees and other amounts you owe from the last known bank account, credit card associated with you or your Affiliate.

Collection Authorization: You authorize Accredd to debt known Bank Account without separate notice to retrieve amounts you owe under these Terms.

Taxes: Our fees exclude all Taxes and fees applicable to the sale of your products and services to your End Customer. You have sole responsibility and liability for determining, assessing, and collecting Taxes or fees related to the sale of your products and services, even if Accredd is involved in that transaction.

4. Termination and Suspension

Upon termination or suspension:

• All rights granted to you under these Terms will terminate;
• You will cease all use of and access to the Services, the Technology,  your Account, all of your Content, and the Content of your End Customers;
• You will cease use of, disable and delete any Content you have downloaded prior to termination;
• We reserve the right  to provide you with any copies of your Content and have no obligation or duty to do so. Any other information you provided to the Service, the Technology, or access to any content already submitted to the Services or the Technology;
• All fees, invoices, or other amounts incurred through your Account or which you have otherwise incurred under this Agreement will become payable and are subject to additional penalties should they not be paid in a timely manner;
• We shall not be required to provide refunds, benefits or other compensation to you in any form; 

Following any termination or the suspension of your Account or these Terms, you will continue to be bound by these Terms, which, by their nature, survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

5.2 Limitations of Use

1. By using and accessing Accredd Site and application, you warrant on behalf of yourself, your users (End Customers), and your Affiliates that you agree to the following:

• You have the right, authority, and capacity to agree to these Terms, on your own behalf and on behalf of your organization or entity, if any.
• You are using Accredd and our services on your own behalf, on behalf of an organization or entity you own or control, or as a representative of another party. If on the behalf of others, you have their consent.
• All identities used for verification must be true and accurate. You may not impersonate someone else, or use an avatar or fictitious person. Everything submitted, including forms, documents, and information are true and accurate to the best of your knowledge and ability. 
• All information must be maintained and updated to provide Accredd with true, current, and complete information. That information must also not be altered in any way that’s deceptive to our verification process.
• You agree that Accredd did not facilitate, aid, or abet in any misinformation and you take full responsibility for any consequences for providing any untrue, inaccurate, incomplete or misleading information. 

2. Additionally, you will not:

• modify, copy, prepare derivative works of, decompile, or reverse engineer any Services or Technology contained on our Site, herein referred to as “Materials”;
• remove any copyright or other proprietary materials from on this Site;
• transfer the Materials to another person or “copy” the Materials on any other server;
• knowingly or negligently use this Site or our Services in a way that abuses or disrupts our networks or any other service Accredd provides;
• use this Site or the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
• use this Site or the Services in violation of any applicable laws or regulations;
• harvest, collect, or gather user data without the user’s consent;
• use this Site or the Services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.
• create new user accounts or profiles after your account has been blocked, suspended, disabled, or terminated.
• provide inaccurate information, misrepresent, or fail to fully disclose any relevant information that could cause an implication, that you should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your identity, your status as an accredited investor, your ownership position, the transferability of securities, your intentions, or your desire to enter into a transaction, or (ii) in an attempt to falsify credentials or other identity characteristics required for participation in a potential transaction.
• act in any way that Accredd deems to be in conflict with the spirit or intent of our Services, including but not limited to circumventing or manipulating these Terms.
• create, copy, modify, republish, or sublicense any Content you receive from Accredd or our services.include any hidden codes, malicious files, meta tags, hidden code, or other hidden text in connection with any services or content uploaded. (i) any Content you upload to the Website or (ii) the Services.
• use any other means than a standard web browser to access the Site, including but not limited to a bot, custom application, or automated tool.
• use any automated means, such as a robot or scraper, that is not provided or approved by Accredd to store, index, download, or retrieve any portion of the Site or the Services or the Content.
• Upload confidential and proprietary information, or other information owned by a third-party, without their written consent. Accredd must be notified regarding the confidential nature of these documents and information.  

3. You acknowledge that Accredd is not a registered broker-dealer, investment advisor, bank, funding portal, underwriter, investment bank, or investment adviser. 

4. The IC Act and the Advisers Act do not provide a safe harbor in the event a verifier or an issuer fails to establish the accreditation status of an investor as a qualified purchaser, a qualified client, an accredited investor, respectively. Additionally, the Securities and Exchange Commission has not provided guidance as to what constitutes an adequate review to verify that an issuer has a “reasonable belief” as to investor status as a “qualified purchaser” under the IC Act or a “qualified client” under the Advisers Act.

5. Accredd takes no part in the solicitation of, or any evaluation of the suitability of, any person that is the subject of Accredd’s efforts to verify status as an accredited investor, a qualified purchaser, or a qualified client with respect to any investment or transaction, whether for or in connection with any person that has engaged Accredd to conduct such verification, or otherwise. Any broker-dealer, investment adviser, or other services offered by third-parties (including our Affiliates) that are utilized by you or your Affiliates are separate and apart from the Services or other obligations performed by or on behalf of Accredd under these Terms.

6. Each verification of an End Customer’s or End User’s status as an accredited investor, qualified purchaser, or qualified client is processed by Accredd through the application of our proprietary Services and our Technology, and may include technology and any experienced person engaged by us (“Reviewer”). You understand and agree that each Reviewer will determine, in its sole and reasonable discretion, whether to verify the status of an End Customer or End User as an accredited investor, a qualified purchaser, a qualified client, or other designation as appropriate. You acknowledge and agree that your use of the Services does not establish any attorney-client relationship between you and either Accredd, or any of our Affiliates, or any Reviewer.

7. For purposes of the “natural person” accredited investor verification process under Security and Exchange Commission Regulation D, Rule 506(c), an issuer, typically the Business User, shall be deemed to have taken reasonable steps to verify the status of the investor if the issuer uses, at its option, one of several non-exclusive and non-mandatory methods of verification, subject to the issuer’s lack of knowledge that such individual is not an accredited investor. In regard to any individual to whom the issuer previously applied said reasonable non-exclusive and non-mandatory methods, so long as the issuer is not aware of information to the contrary, such reasonable methods include the issuer’s obtaining a written representation from the investor, at the time of sale, that he or she qualifies as an accredited investor, which written representation will satisfy the issuer’s obligation to verify for five years from the date the person was previously verified as an accredited investor. 

6. Privacy, Data Usage, and Data Security

You are responsible for using technical, operational, and physical methods designed to protect your Personal Data and for Business Users, the Personal Data of End Customers. You must take reasonable steps to prevent any compromises to your credentials, including your login username and password as well as API Keys, to ensure your Accredd Account and its contents are not accessible to anyone other than your representatives and yourself.

Breaches: You must notify us immediately once you become aware that Personal Data, either your own or Users Customers, has been modified, disclosed, lost, or accessed by someone other than you or your representative.

Rights to Audit: Accredd may require you to permit us, or an approved third-party, to audit the security of your systems if we believe a compromise of data has occurred on your website, application, or system.

7. Warranties

8. Third Parties and Business Users

Our Services may contain links to third-party websites or Business Users. Our Services may be used a Business User, typically governed by our API Agreement, but Accredd does not own or control, directly or indirectly, these Business Users.

Accredd has no control over, and assumes no responsibility for, the content, privacy policies, terms of use, or practices of any third party websites or services. You further acknowledge and agree that Accredd shall not be responsible or liable, directly or indirectly, for any damage or loss caused by Business Users or Third Parties. You are encouraged to reach out directly to the Business User with questions related to their policies and terms of use.

Accredd reserves the right, but has no obligation, to become involved in any way with disputes arising from conflict between you and a Business User. If you have a dispute with one or more Business Users, you release us (and our officers, agents, subsidiaries, and employees) from claims, demands, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542.

9. Disclaimer and Limitations on Liability

“AS IS” and “AS AVAILABLE” Disclaimer: The Site, its Services, and its Technology are provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Accredd, on its own behalf and on behalf of its Affiliates expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Site, Services, and Technology including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Accredd provides no warranty or undertaking, and makes no representation of any kind that the Site, Services, or Technology will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, Accredd makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Site or Services or Technology, or the information, content, and materials or products included thereon; (ii) that the Site or Services or Technology will be uninterrupted or error-free; (iii) as to the accuracy and reliability of any information or content provided through the Site or Services or Technology; or (iv) that the Site or Services or Technology, applicable servers, the Content, or e-mails or other digital communications sent from or on behalf of Accredd are free of viruses, scripts, trojan horses, worms, malware, time-bombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

For European Union (EU) Users: If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are a resident (if a natural person) or the applicable laws of the country of your formation or registration (if an entity).

United States Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Limitations on Liability: Beyond the extent of our Accreditation Verification Service liability outlined in Compliance, to the maximum extent permitted by Law, Accredd will not be liable to you, your End Customers, or your Affiliates in relation to these Terms for issues related to contract, lost profits, personal injury, property damage, loss of data, loss of opportunity, loss of reputation, business interruption, special, reliance, or punitive damages, even if these damages or losses are foreseeable, and whether or not Accredd and you have been advised of their feasibility.

You agree to defend, indemnify and hold Accredd and its Affiliates, subsidiaries, owners, share holders, managers, employees, and representatives (“Accredd Parties”) harmless from any losses, claims, liabilities, damages,  and costs, including but not limited to legal fees and expenses, resulting out of your misuse or regular use of our Services unless otherwise addressed in these Terms. Please see the   Any violation by you in regards to these Terms or applicable law, or any breach of the representations, warranties, contracts, and covenants made by you herein. Accredd reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Accredd Parties.  You agree to work and cooperate with the Accredd Parties’ defense of these claims. Accredd will use reasonable efforts to notify you of any such action, claim, or proceeding upon becoming aware of it, but failure to notify you shall not impact your obligations under this Section of Indemnification and Dispute Resolution. You agree that the provisions in this paragraph will carry on and survive any disabling of your Account or of the Service.

Should you have any concerns or disputes about the Services, you acknowledge and agree to first try to resolve the concern or dispute informally by contacting Accredd. If a concern or dispute does arise between you and Accredd, our goal is to provide a neutral means of resolving the concern or dispute quickly in a cost effective manner. 

You and Accredd agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or our Services (“Claim”) in accordance with one of the sections detailed below or as we and you otherwise agree in writing. Prior to resorting to these alternatives, we encourage you to first informally contact us directly, through our contact page or email to seek resolution of your dispute. Other than those matters, you and Accredd agree to seek resolution of the dispute only through arbitration of that dispute, and not litigate any dispute in court. Arbitration of the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

You and Accredd agree that any claim (i) filed by you or by Accredd in small claims court or (ii) by Accredd in protection of Accredd or any Accredd licensor’s intellectual property (our “IP”) are not subject to the arbitration terms.

You must notify Accredd in writing within 30 days of the date that you accept these terms if you wish to not be bound by the binding arbitration and class action.

Dispute resolution proceedings, if any arise, be it in court or arbitration, will be conducted on an individual basis, not in a representative or class action or as a named or unnamed member in a class, representative, consolidated, or private attorney general action, unless as provided by applicable law. Both you and Accredd agree to engage in writing following initiation of the arbitration.

The party initiating the arbitration proceeding may initiate it with the American Arbitration Association (“AAA”), www.adr.org, if you or Accredd elect to resolve your dispute through arbitration. Because the software and/or service provided to you by Accredd concern interstate or international commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the material of any disputes. With claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”) shall apply, including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures. With claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are made available at www.adr.org or you can call1-800-778-7879. IIn relation to claims that do not exceed $75,000 where you provided significant notice to and negotiated in good faith with Accredd, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and related costs as determined by the arbitrator. Additionally, you will be entitled to any rights to recover the same under controlling state or federal law afforded to Accredd or you. The arbitrator will make any award in writing, but the arbitrator need not provide a statement of reasons or explanations unless requested by a party. Any such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

You or Accredd may initiate arbitration in either San Francisco, California or the county in which you reside. In the event that you select the county of your residence, Accredd may transfer the arbitration to San Francisco, California or a city of its choice with agreeement to pay any additional fees you incur resulting in the change of location as determined by the arbitrator.

If any clause within the terms of service is found to be illegal or unenforceable, that clause will be severed, but the remainder will be given full effect and force. The Class Action Waiver clause will be unenforceable if it is found to be illegal or unenforceable. In that instance, the dispute will be decided by a court and you and Accredd each agree to waive the fullest extent allowed by law, any trial by jury.

These Terms will be governed and construed in accordance with the laws of the State of California without giving effect to principles, if any, that may provide for the application of the law of any other jurisdiction. Your use of the Services or Software may also be subject to other international, national, state, or local laws. Subject to the Dispute Resolution Section above, each party will bring any action or proceeding arising or related to the Agreement exclusively in a federal or state court located in San Francisco, California. You irrevocably agree to submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Accredd. The parties hereby disclaim the application of theUnited Nations Convention on Contracts for the International Sale of Goods, and agree that shall not apply to these Terms.

Force Majeure: The company is not liable for delays or performance resulting from causes that are external to the control of Accredd, including but not limited to acts of God, terrorism, riots, war, embargoes, strikes, acts of military authorities, natural diasters such as fire, floods, accidents, or shortages of fuel, energy, labor, or materials.

11. Changes to these Terms

We reserve the right, at our sole discretion, to modify or replace these Terms, in part or entirely, at any time by posting the updated and revised version or by notifying you via email. You agree to be bound by the modified Terms and it is your responsibility to check the legal page on our Site regularly for updates to these Terms.

12. Contact Us

If you have any questions about these Terms of Service, You can contact us:

• By visiting this page on our website: https://accredd.com/legal
• By sending us an email: legal@accredd.com or support@accredd.com