Company
Validfor Inc
Contact
info@validfor.com
Address
16192 Coastal Highway, Lewes, DE 19958, U.S.A.
Data Protection Officer
info@validfor.com
1. Acceptance of Terms
These Terms of Service (“Terms”) form a binding agreement between you and Validfor Inc., a Delaware corporation (“Validfor”, “we”, “us”, or “our”), governing your access to and use of the Validfor platform, website, and related services (the “Service”). By accessing or using the Service, or by clicking to accept these Terms, you agree to be bound by them. If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” and “Customer” refer to that organization.
If you do not agree to these Terms, you must not access or use the Service. Where Customer has signed a separate subscription, master services, or order agreement with Validfor (a “Customer Agreement”), the Customer Agreement prevails over these Terms to the extent of any conflict.
2. User Accounts
Some features require an account. You must provide accurate information and keep it up to date. You are responsible for keeping your credentials confidential and for all activity under your account. You must notify us promptly at security@validfor.com of any unauthorized access or suspected security breach.
Validfor is not liable for any loss or damage arising from your failure to protect your credentials. We may suspend or close accounts that are inactive, misused, or in breach of these Terms.
3. Permitted Use
The Service is intended for lawful business purposes only and is not offered for personal, family, or household use. You agree not to:
- Attempt unauthorized access to any system, data, or network related to the Service.
- Use the Service to store, process, or transmit unlawful, defamatory, or infringing content, or malicious code.
- Interfere with or disrupt the operation, integrity, or security of the Service.
- Access the Service to build a competing product or to benchmark it for publication without our prior written consent.
- Use the Service in a manner inconsistent with its intended validation and compliance management purpose.
Validfor may suspend or terminate access immediately if we reasonably believe a violation has occurred, without liability and without obligation to refund prepaid fees.
4. Fees and Payments
Access to paid modules or enterprise plans requires payment under the applicable Customer Agreement or order form. Unless stated otherwise there, fees are quoted and payable in U.S. dollars and are non-refundable except where required by law.
Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, other than taxes on Validfor’s net income. Payment obligations are not subject to offset or cancellation.
Validfor may change pricing at any renewal by giving at least 30 days’ prior written notice. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Validfor may suspend access if payment is more than 15 days overdue after written notice.
5. Intellectual Property
The Service, including all software, source code, user interfaces, documentation, training materials, and related intellectual property, is and remains the exclusive property of Validfor Inc. or its licensors. Subject to these Terms and payment of applicable fees, Validfor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Service during your subscription term for your internal business purposes.
You may not reverse-engineer, decompile, modify, copy, sublicense, resell, or create derivative works of the Service, except to the extent applicable law expressly permits despite this restriction. Any such attempt is a material breach. If you provide suggestions or feedback, Validfor may use them without restriction or obligation to you.
6. Customer Data and Privacy
All data uploaded or entered by Customer (“Customer Data”) remains Customer’s property. Customer grants Validfor a limited license to host, process, and use Customer Data only as needed to provide, maintain, secure, and support the Service. Validfor may use aggregated or de-identified data that does not identify Customer or any individual to operate and improve the Service.
Validfor does not use Customer Data to train generally available AI models without Customer’s prior written consent. Validfor maintains commercially reasonable administrative, technical, and physical safeguards, but no security measure is perfect and Validfor does not guarantee that unauthorized access will never occur.
Validfor is not liable for any loss, corruption, or disclosure of Customer Data caused by Customer’s configuration choices, integrations, or third-party systems. Our handling of personal information is described in our [Privacy Policy]. Where Validfor processes personal data on Customer’s behalf, including personal data subject to the EU or UK GDPR or the California Consumer Privacy Act, the parties’ Data Processing Addendum (“DPA”) applies and forms part of these Terms.
Validfor is not liable for any loss, corruption, or disclosure of Customer Data arising from the customer’s configuration choices, integrations, or third-party systems. Customers are solely responsible for ensuring that their use of the Service complies with applicable laws and regulatory obligations. Use of the Service is also governed by the [Privacy Policy].
7. AI-Generated Output
The Service uses artificial intelligence, including agentic features, to generate drafts, test scripts, documentation, analyses, and other content (“Output”). Output may be inaccurate, incomplete, or unsuitable for a given purpose. Customer is responsible for reviewing, verifying, and approving all Output through qualified personnel before relying on it or using it in any GxP-regulated process or record.
As between the parties, and to the extent permitted by law, Customer owns Output generated from Customer Data. Validfor makes no representation that Output is unique or free from third-party rights.
8. Regulatory and Compliance Responsibility
Validfor provides tools to support validation, documentation, and compliance processes in regulated industries. Validfor does not act as a validation authority, auditor, notified body, or regulatory certifier. Use of the Service does not by itself establish compliance with any law or standard.
Customer retains full and exclusive responsibility for achieving and maintaining compliance with all applicable laws, regulations, standards, and guidelines, including FDA 21 CFR Part 11, EU GMP Annex 11, GAMP 5, and applicable data-integrity (ALCOA+) expectations. This includes Customer’s own risk assessments, validation of its intended use, procedural controls, and decisions made in reliance on the Service or Output.
9. Service Availability and Updates
Validfor aims to provide reliable and continuous Service but does not guarantee uninterrupted or error-free operation. Scheduled maintenance, emergency maintenance, and events beyond our reasonable control may temporarily affect availability. Any service level commitments apply only if set out in a Customer Agreement.
Validfor may modify, update, or discontinue features, modules, or access methods, provided that the core functionality of active paid subscriptions is not materially reduced during the current subscription term. Where practicable, we will give advance notice of material changes that may affect Customer’s validated state.
10. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION OBTAINED FROM VALIDFOR CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VALIDFOR OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR COSTS OF REGULATORY ACTION, PRODUCT RECALL, OR SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VALIDFOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow certain exclusions or limitations. In those jurisdictions, Validfor’s liability is limited to the fullest extent permitted by applicable law. These limitations are an essential basis of the bargain between the parties.
12. Indemnification
You agree to indemnify, defend, and hold harmless Validfor Inc., its affiliates, and their officers, directors, employees, and agents from and against all third-party claims, and related damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to:
- your breach of these Terms;
- your misuse of the Service;
- Customer Data, or your use of Output in any regulated process or record; or
- any violation of law or third-party rights by you or your organization.
Validfor will give you prompt notice of any such claim and reasonable cooperation, at your expense. You may not settle any claim that imposes an obligation or admission on Validfor without Validfor’s prior written consent.
13. Term and Termination
Validfor may suspend or terminate your access for breach, misuse, or non-payment. Except where immediate action is reasonably necessary to protect the Service or other users, Validfor will give written notice and 15 days to cure a curable breach. You may stop using the Service at any time, subject to any commitments in your Customer Agreement.
Termination does not relieve you of outstanding payment obligations. Upon termination, all rights granted to you end immediately. For 30 days after termination, Customer may request an export of Customer Data in a standard format; after that period Validfor has no obligation to retain Customer Data and may delete it, unless otherwise required by law or agreed in writing. Sections 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, and 17 survive termination.
14. Export Controls and Sanctions
You must comply with all applicable U.S. and international export control and economic sanctions laws, including the U.S. Export Administration Regulations and regulations administered by the Office of Foreign Assets Control (OFAC). You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will not permit the Service to be accessed or used in violation of these laws.
15. Modifications to the Terms
Validfor may revise these Terms from time to time. Revised Terms take effect when posted at www.validfor.com/terms-of-service. For material changes, we will give at least 30 days’ notice by email or through the Service before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. Changes do not alter a signed Customer Agreement unless both parties agree in writing.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and each party consents to personal jurisdiction and venue there. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, TO THE EXTENT PERMITTED BY LAW.
17. Contact Information
Validfor Inc.
315 Montgomery St, Ste 948 San Francisco, CA 94104, U.S.A.
info@validfor.com
