Legal
Terms of Service
1. The agreement
These Terms of Service ("Terms") are a binding agreement between you and One Matter Inc., a Delaware corporation doing business as "Verkle" ("we", "us", "our"), governing your access to and use of the Verkle website at verkle.ai, the Verkle web application, and related emails, support and features (the "Service"). By creating an account, checking a box or clicking a button that refers to these Terms, or using the Service, you agree to these Terms and to our Privacy Policy and Consumer Health Data Privacy Policy, which are incorporated by reference. If you don't agree, don't use the Service.
If you use the Service on behalf of a company or other organisation, you represent that you have authority to bind it, and "you" includes that organisation.
2. Eligibility
You must be at least 18 years old and able to form a binding contract to use the Service. You may not use the Service if you are barred from doing so under the laws of the United States or your country, or if you are located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, or are on any US government list of prohibited or restricted parties.
3. Your account
- Give us accurate information and keep it up to date. Use an email address you control.
- Keep your password secret. You are responsible for everything that happens under your account, unless it results from our failure to take reasonable security measures. Tell us straight away at support@verkle.ai if you suspect unauthorised use.
- One person per account. Don't share, sell or transfer your account.
4. The Service
Verkle helps you understand and tidy files you choose from services you connect (such as Google Drive, Google Photos and Microsoft OneDrive) and from your devices (including your iCloud Drive folder and iCloud Photos you pick). It uses artificial intelligence to sort your files, identify likely duplicates and clutter, answer questions about them, and, only when you approve, move files to the trash or recycle bin of the service they came from, or to a "Verkle Trash" folder on your computer. For some services (such as Google Photos and iCloud Photos), the provider doesn't allow apps to delete items, so Verkle gives you a checklist and you delete them yourself.
We may change, add or remove features from time to time. If we remove a significant paid feature, we will give you reasonable notice, and if you have prepaid for a period you can no longer use as described, a pro-rata refund for that period. Some features may be labelled beta or preview; they are provided as they are and may change or end.
Verkle is not a backup or archiving service. Keep your own backups of anything important. Verkle offers to make a backup before cleanups as a convenience only.
5. Cleanups and your files
- You decide. Verkle suggests; you approve. Before you approve a cleanup, review the list. By approving, you instruct us to carry out the action on your behalf, using the permissions you granted.
- Where files go: Google Drive files go to your Google Drive trash; OneDrive files go to your OneDrive recycle bin; iCloud Drive files in a connected folder go to iCloud's Recently Deleted; files in a connected folder on your computer go into a "Verkle Trash" folder inside it. These locations are controlled by the respective providers and by you. Providers decide how long items stay there (often about 30 days) before deleting them permanently, and may change this. Space usually isn't freed until items leave those locations.
- Items removed only from Verkle: for files you uploaded and photos you picked, a cleanup removes Verkle's copy and record, not your original.
- Restoring: you can usually restore items from the provider's trash or from the Verkle Trash folder while they remain there. We cannot restore anything that a provider has permanently deleted or that you deleted yourself.
- Accuracy of "space saved": figures for space you could save or have saved are estimates based on information from providers and may differ from what the provider shows.
6. AI results
Verkle's categories, summaries, "duplicate" and "not needed" suggestions, and chat answers are generated automatically and may be inaccurate, incomplete or inappropriate. Two files that look alike may not be identical, and a file the AI thinks is clutter may matter to you. Always review before relying on a result or approving a cleanup. AI outputs are not legal, tax, financial, medical or other professional advice, even when a file is labelled, for example, "Tax Documents" or "Healthcare & Medical". Don't use the Service to make decisions that could have legal or similarly significant effects on anyone.
7. Your content
- You own your content. "Your content" means the files, photos, information, questions and other material you provide to or make available through the Service, and the outputs the Service generates for you.
- Permission you give us. You grant us a worldwide, non-exclusive, royalty-free licence to access, copy, store, transmit, process and display your content only as needed to provide, secure and support the Service for you, in line with the Privacy Policy, including by sending it to our service providers (such as Google's Gemini API) to process it for you. This licence ends when your content is deleted from our systems, except for copies in backups, which expire in the normal course.
- Your promises. You represent that you have all rights and permissions needed to use your content with the Service, including any personal information about other people it contains, and that our processing as described in these Terms will not violate the law or anyone's rights.
- We don't use your content to train AI models, and we don't sell it.
8. Connected services
The Service works with services provided by others, such as Google, Microsoft, Apple, Stripe and their APIs ("Third-Party Services"). Your use of each Third-Party Service is governed by its own terms and privacy policy. We don't control Third-Party Services and are not responsible for them, including their availability, security, data handling, the permissions they offer, or changes that affect the Service (for example, if a provider limits or withdraws access). You can disconnect a Third-Party Service at any time. Google, Google Drive, Google Photos, Microsoft, OneDrive, Apple, iCloud and other names are trademarks of their owners; Verkle is not affiliated with, sponsored or endorsed by them.
9. Acceptable use
You agree not to, and not to help anyone else to:
- use the Service unlawfully, or to infringe, misappropriate or violate anyone's rights, including privacy, publicity and intellectual-property rights;
- upload or process content that is illegal, including child sexual abuse material, or that you have no right to use; we report apparent child sexual abuse material to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. § 2258A;
- access accounts, files or data that aren't yours, or use the Service to collect information about others without their consent;
- probe, scan or test the vulnerability of the Service, or breach or circumvent any security, authentication, rate limit or plan limit;
- introduce malware, or interfere with, overload or disrupt the Service or its providers;
- reverse engineer, decompile or attempt to extract the source code or models of the Service, except where the law expressly allows it;
- scrape, copy, resell, sublicense, or provide the Service to others as a service bureau, or use it to build a competing product;
- create accounts by automated means, or create multiple accounts to get around free-plan limits;
- use the Service in high-risk settings where a failure could lead to death, personal injury, or serious physical or environmental damage;
- use the Service in violation of the policies of any Third-Party Service, including Google's and Microsoft's API terms.
10. Plans, free trial and billing
- Free trial. New accounts get a free trial of 14 days with the limits shown on our pricing section and in the app. No payment card is needed. When the trial ends, you can still view and clean up your files, but adding files and using the AI require a paid plan.
- Pro plan. The Pro plan costs $9 / month (plus applicable taxes), charged in advance through our payment processor, Stripe, at the start of each billing period.
- Automatic renewal. Your subscription renews automatically at the end of each billing period, and your payment method will be charged the then-current price, until you cancel. We will tell you the price, billing frequency and how to cancel before you subscribe.
- How to cancel. Cancel at any time in Account → Manage billing, or by emailing support@verkle.ai. Cancellation takes effect at the end of the current billing period; you keep Pro features until then.
- Refunds. Except as required by law or stated in these Terms, payments are non-refundable and we don't give refunds or credits for partial periods or unused features. If you believe you were charged in error, contact us within 60 days.
- Price changes. We may change prices. We will email you at least 7 and no more than 30 days before a price change applies to your subscription, with how to cancel, and you can cancel before it takes effect.
- Failed payments. If a payment fails, Stripe may retry it. If it still can't be collected, we may downgrade your account to the free plan.
- Limits. Each plan has usage limits (such as files, AI reads and chat questions per day, and file size), shown in the app. We may change free-plan limits at any time, and paid-plan limits with notice.
- Taxes. Prices exclude taxes unless stated. You are responsible for applicable sales, use, VAT and similar taxes.
11. Our property
The Service, including its software, design, text, graphics, logos, the "Verkle" name and mark, and all related intellectual-property rights, belongs to us or our licensors. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to use the Service for your personal or internal business purposes. All rights not expressly granted are reserved.
12. Feedback
If you send us ideas or suggestions, you allow us to use them without restriction or payment to you. This doesn't give us any rights in your content.
13. Privacy
Our Privacy Policy and Consumer Health Data Privacy Policy describe how we handle personal information. Verkle's use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
14. Ending the agreement
- By you. You may stop using the Service and delete your account at any time in Account → Delete account. Deleting your account cancels any subscription immediately, without a refund for the rest of the billing period. To keep Pro until the end of the period instead, cancel in Manage billing first and delete your account later.
- By us. We may suspend or terminate your access, with notice where reasonable, if you breach these Terms, if required by law or a Third-Party Service, if your use creates risk or harm for us or others, or if we discontinue the Service. If we discontinue the Service for reasons other than your breach, we will give you at least 30 days' notice where practicable and refund any prepaid fees for the unused period.
- Effect. When your account ends, your right to use the Service ends, and we delete your information as described in the Privacy Policy. Sections that by their nature should survive (including 5, 6, 7 (your promises), 10 (amounts already owed), 11, 12 and 15 to 21) survive.
15. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT AI RESULTS WILL BE ACCURATE OR COMPLETE, THAT ANY FILE WILL BE PRESERVED, RESTORABLE OR CORRECTLY IDENTIFIED, OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING CLEANUPS BEFORE YOU APPROVE THEM AND FOR KEEPING BACKUPS OF YOUR FILES. SOME JURISDICTIONS DON'T ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
16. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) One Matter Inc. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, FILES, PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) US$100.
These limits apply even if a remedy fails of its essential purpose, and they reflect an allocation of risk that is a basis of the bargain between us. Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence, or your rights under consumer-protection laws that cannot be waived. It also does not limit our liability for moving or deleting files you did not approve.
17. Indemnity
To the extent permitted by law, you will defend, indemnify and hold harmless One Matter Inc. and its officers, directors, employees and agents from and against third-party claims, and related losses, liabilities and reasonable costs (including reasonable lawyers' fees), arising from (a) your content, including any claim that you had no right to use it with the Service, (b) your breach of these Terms, or (c) your violation of law or of anyone's rights. We will notify you of the claim and may participate in the defence with our own counsel.
18. Disputes, binding arbitration and class-action waiver
18.1 Talk to us first. Most concerns can be resolved quickly. Before starting any formal proceeding, the person or company making a claim must send an individual written notice, personally signed by that party, giving their name, the email address of their Verkle account (if any), a description of the claim and the relief requested. Send notices to us at support@verkle.ai or by mail to One Matter Inc., 3733 160th PL SE, Bothell, WA, 98012; we will send any notice to the email address on your account. We'll both try in good faith to resolve the dispute for 60 days. Any time limit to bring a claim is paused during this period.
18.2 Agreement to arbitrate. If we can't resolve it, you and we agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service (including their formation, interpretation and validity, and whether a dispute is arbitrable, which the arbitrator decides, except that a court decides disputes about the enforceability of sections 18.5 and 18.6) will be resolved by binding individual arbitration rather than in court, except as stated in section 18.4. The Federal Arbitration Act governs this section.
18.3 How it works. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or, for business users, its Commercial Arbitration Rules), available at adr.org, by a single arbitrator. Unless you and we agree otherwise, hearings will take place by video conference or, if in person, in the county where you live (for consumers) or in King County, Washington (for business users). Fees are paid as set out in the AAA rules; for consumer claims, we will pay any filing, administration and arbitrator fees beyond what you would pay to file in court, unless the arbitrator finds your claim frivolous. The arbitrator may award the same individual relief a court could, but only to the extent needed for your individual claim.
18.4 Exceptions. Either of us may bring an individual claim in small-claims court if it qualifies, and either of us may ask a court for an injunction to stop infringement or misuse of intellectual property or unauthorised access to the Service.
18.5 Class-action and jury waiver. You and we each give up the right to a jury trial and to bring or take part in a class, collective, consolidated or representative action or arbitration. Claims must be brought individually, and this includes any claim for public injunctive relief to the extent the law allows it to be waived. If a court decides that this waiver can't be enforced for a particular claim or remedy, that claim or remedy (and only that one) will be severed and decided in court, after the individual arbitration of the remaining claims.
18.6 Mass filings. If 25 or more similar demands for arbitration are filed against us by the same or coordinated counsel, the AAA's Mass Arbitration Supplementary Rules apply.
18.7 Opting out. You may opt out of this arbitration agreement within 30 days after you first accept these Terms, by emailing support@verkle.ai with the subject "Arbitration opt-out", or by writing to One Matter Inc., 3733 160th PL SE, Bothell, WA, 98012, in either case with your name and account email address. Opting out doesn't affect any other part of these Terms.
18.8 Changes. If we change this section, the change won't apply to a dispute you notified us of before the change, and you may reject the change by emailing us within 30 days of it, in which case the previous version applies to you.
18.9 Courts. For any dispute not subject to arbitration, you and we agree to the exclusive jurisdiction of the state and federal courts located in King County, Washington, and waive any objection to venue there. If you are a consumer, nothing in this section stops you from bringing a claim in the courts where you live if your local law gives you that right.
19. Governing law
These Terms, and any dispute between you and us, are governed by the laws of the State of Washington, USA, and applicable US federal law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you are a consumer living outside the United States, you also keep the protection of any mandatory provisions of the law of the country where you live.
20. Changes to these Terms
We may update these Terms from time to time. We will change the effective date at the top and, for material changes, notify you by email or in the Service at least 30 days before they take effect (unless a change is required by law or to address a security issue sooner). If you keep using the Service after changes take effect, you accept them. If you don't agree, stop using the Service and delete your account.
21. General
- Entire agreement. These Terms and the policies they reference are the entire agreement between you and us about the Service and replace any prior agreements on that subject.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganisation or sale of assets, or to an affiliate, with notice to you.
- Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect. Not enforcing a provision is not a waiver.
- Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including outages or changes of Third-Party Services, internet failures, natural disasters, war, terrorism, labour actions, or acts of government.
- Electronic communications. You agree to receive communications from us electronically, by email or in the Service, and that they satisfy any legal requirement that communications be in writing.
- Export. You will comply with US export-control and sanctions laws in using the Service.
- Relationship. The parties are independent contractors. There are no third-party beneficiaries of these Terms.
- Copyright complaints. If you believe content processed through the Service infringes your copyright, send a notice with the details required by 17 U.S.C. § 512(c)(3) to support@verkle.ai.
- Language and headings. These Terms are written in English, which controls in case of conflict with a translation. Headings are for convenience only, and "including" means "including without limitation".
22. Contact
One Matter Inc. (doing business as Verkle)
3733 160th PL SE, Bothell, WA, 98012
support@verkle.ai