IPSIDY APP SOFTWARE LICENSE AGREEMENT

IPSIDY APP SOFTWARE LICENSE AGREEMENT

August 9, 2017

ENGLISH - UNITED STATES

IPSIDY INC.


IMPORTANT: BY CLICKING “NEXT” IN THE IPSIDY APP,OR BY USING YOUR IPSIDY APPLICATION, IPSIDY WALLET OR CARDLOKTM APPLICATION (EACH AN “IPSIDY APP”), YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS & CONDITIONS OF USE AND THE IPSIDY PRIVACY POLICY:

<IPSIDY APP SOFTWARE LICENSE AGREEMENT & TERMS AND CONDITIONS OF USE>

<IPSIDY PRIVACY POLICY>

IPSIDY APP SOFTWARE LICENSE AGREEMENT & TERMS AND CONDITIONS OF USE
Effective March 21, 2018


PLEASE READ THIS SOFTWARE LICENSE AGREEMENT & TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING YOUR IPSIDY APP OR DOWNLOADING THE SOFTWARE UPDATE ACCOMPANYING THIS LICENSE. BY ACCEPTING THESE TERMS AND CONDITIONS, USING YOUR IPSIDY APP OR DOWNLOADING A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE IPSIDY APP OR DOWNLOAD THE SOFTWARE UPDATE.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH IPSIDY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

  • Defined Terms
  • General.

The capitalized words and expressions below shall have the meanings set against each of them for the purposes of these Terms and Conditions:

  • “AAA” means the American Arbitration Association.
  • “AAA Rules” means the AAA’s Consumer Arbitration Rules.
  • “Access Information” means the information to be provided to Ipsidy, for the purpose of providing the Access by Ipsidy Service, as more specifically described in Section 7B.
  • “Arbitrator” means the person appointed to act as arbitrator under the terms of Arbitration Agreement in these Terms and Conditions.
  • “Ipsidy” means Ipsidy Inc. a Delaware, USA corporation.
  • “Ipsidy App” means the application provided by Ipsidy downloaded to your mobile device for the purposes of accessing services offered by Ipsidy, including the Services, including without limitation the Ipsidy Application, Ipsidy Wallet and CardLok.
  • “Ipsidy App Software” means the Original Ipsidy App Software and the Ipsidy App Software Updates whether provided in read only memory, on any other media or in any other form.
  • “Ipsidy App Software Updates” means the Original Ipsidy App Software as may be updated or replaced by feature enhancements, software updates or system restore software provided by Ipsidy.
  • “Ipsidy Payments” means Ipsidy App payment Services, including Transact by Ipsidy which allow you to store in a virtual wallet within the Ipsidy App representations of Supported Cards and by means of the Ipsidy App to use such Supported Cards to make payments for certain goods and services, or transfers of funds, in accordance with the terms and conditions applicable to such Supported Cards.
  • “License” means the license to use the Ipsidy App and the Ipsidy App Software granted to you by these Terms and Conditions.
  • “Original Ipsidy App Software” means the software (including embedded software and third-party software), documentation, interfaces, content, fonts and any data that was downloaded with your Ipsidy App.
  • “Services” means Ipsidy’s and third-party services and web sites, which may be provided or accessible by using the Ipsidy App, including but not limited to Access, Transact and Verify by Ipsidy and Ipsidy Payments.
  • “Supported Cards” means credit, debit and charge cards, financial accounts and other financial account credentials issued by third parties, including stored value pre-paid debit cards and rewards cards, which are supported by Ipsidy Payments.
  • “these Terms and Conditions” means these terms and conditions of use of the Ipsidy App, as they may be amended from time to time by Ipsidy in accordance with the procedures described in these Terms and Conditions.
  • “Third Party Materials” means content, data, information, applications or materials from third parties, or links to certain third-party web sites provided by any of the Services.
  • “You” (whether or not capitalized) means the person who owns or uses the device to which the Ipsidy App is downloaded and shall include your assignees and successors in title.
  • Ipsidy hereby grants to You a License to use the Ipsidy App and the Ipsidy App Software only in accordance with these Terms and Conditions. The Ipsidy App and the Ipsidy App Software are not sold to You and you acknowledge that Ipsidy and its licensors retain ownership of the Ipsidy Appthe Ipsidy App Software and all Ipsidy Trademarks used in the Ipsidy App, or in these Terms and Conditions and reserve all rights not expressly granted to You.
  • Ipsidy, at its discretion, may make available future Ipsidy App Software Updates for your device. The Ipsidy App Software Updates, if any, may not necessarily include all existing software features or new features that Ipsidy releases for newer or other models of devices. The terms of this License will govern any Ipsidy App Software Updates provided by Ipsidy that replace or supplement the Original Ipsidy App Software, unless such Ipsidy App Software Update is accompanied by a separate license in which case the terms of that license will govern.
  • A Wi-Fi or cellular data Internet or Bluetooth connection is required in order to use the Ipsidy App and some features of the Ipsidy App Software and Services.

3.Permitted License Uses and Restrictions.

(a)Subject to the terms and conditions of this License, Ipsidy hereby grants you a limited non-exclusive license to use the Ipsidy App Software on your device, or devices. This License does not allow you to distribute copies or make the Ipsidy App Software available over a network, where it could be used by multiple devices at the same time. This License does not grant you any rights to use Ipsidy proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third-party software applications, for use with devices.

  • Subject to the terms and conditions of this License, Ipsidy hereby grants you a limited non-exclusive license to download Ipsidy App Software Updates that may be made available by Ipsidy for your device or devices to update or restore the software on any such device that you own or control. This License does not allow you to update or restore any device that you do not control or own, and you may not distribute copies or make the Ipsidy App Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. If you download an Ipsidy App Software Update to your computer, you may make one copy of the Ipsidy App Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.
  • You may not, and you agree not to or enable others to copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Ipsidy App Software or any services provided by the Ipsidy App Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the Ipsidy App Software).
  • The Ipsidy App Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Title and intellectual property rights in and to any content displayed by, stored on or accessed through your device belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third-party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
  • You agree to use the Ipsidy App Software and the Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Ipsidy App Software and Services.
  • If you choose to allow automatic app updates, your device will periodically check with the appropriate operating system application store for updates to the apps on your device and, if one is available, the update will automatically download and install onto your device. You can turn off the automatic app updates altogether at any time by going to your device’s settings menu.
  • Using your Ipsidy App in some circumstances can distract you and may cause a dangerous situation (for example, avoid using the App while driving a car). By using your Ipsidy App you agree that you are responsible for observing rules that prohibit or restrict the use of mobile phones.

4.No Transfer.

You may not rent, lease, lend, sell, redistribute, or sublicense the Ipsidy App Software. You may, however, make a one-time permanent transfer of all of your license rights to the Ipsidy App Software to another party in connection with the transfer of ownership of your device, provided that: (a) the transfer must include your device and all of the Ipsidy App Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the Ipsidy App Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Ipsidy App Software reads and agrees to accept the terms and conditions of this License.

5.Consent to Collection, Transfer and Use of Personal Data.

  • When you use the Ipsidy App, your phone number, your photograph (if you are using a facial recognition feature) and certain unique identifiers for your device are sent to Ipsidy in order to allow Ipsidy and others to provide Services. You will first need to register with Ipsidy in order to use your Ipsidy App and to provide certain personal information, such as your e-mail address, and a photograph (if you are using a facial recognition feature).In certain cases, we may receive from the third-party which is providing the relevant Services to you, your photograph and other personal information which you have provided to such third-party.In such case you hereby give us permission to store and use such photograph and personal information for the purposes of providing you Services when you use the Ipsidy App.
  • By using the Ipsidy App, you are consenting to the transfer to and use by Ipsidy of all required data to enable Ipsidy to operate the Ipsidy App and provide the Services.When you approve (or decline) a transaction, which is presented to you by the Ipsidy App, you are consenting to sending to Ipsidy biometric and other information for such purpose (depending on your Ipsidy App account set-up) and to Ipsidy sending a message to the third-party that is providing the relevant Services, which will include information about you, which is necessary to authenticate your choice.
  • You also acknowledge that all data is held by Ipsidy in the United States of America and that if you live outside of the United States of America by using the Ipsidy App you are consenting to the transfer and storage of your date in the United States of America.At all times your information will be handled in accordance with Ipsidy’s Privacy Policy, which can be viewed at: www.ipsidy.com/privacy-policy .


6. Services and Third Party Materials.
(a)The Ipsidy App Software enables access to Ipsidy’s and third-party Services. Use of these Services requires Internet access and use of certain Services may require a separate ID, may require you to accept additional terms and may be subject to additional fees. By using this software in connection with another Ipsidy Service, you agree to the applicable terms of service for that Service. The terms and conditions of access to and the use of third-party Services are set by such third-parties.

  • Certain Services may provide access to, display, include or make available Third Party Materials. By using the Services, you acknowledge and agree that Ipsidy is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. Ipsidy, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials, or for any other materials, products, or services of third-parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
  • To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material that is owned by Ipsidy, the site owner and/or their licensors, which are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third-party or Ipsidy. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Ipsidy is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
  • Features of the Ipsidy App Software, Services and Third Party Materials that may be accessed, linked to or displayed on by means of the Ipsidy App are not available in all languages or in all countries or regions, some features may vary by region, and some may be restricted or unavailable from your service provider. Ipsidy makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. Ipsidy and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Ipsidy be liable for the removal of or disabling of access to any such Services. Ipsidy may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
  • The Ipsidy App may be used by certain third-party Services to provide second factor, out-of-band authentication for access to or the use of the relevant Service.Such Services are not provided through the Ipsidy App, Ipsidy does not have access to any of the data, which are processed through or stored in such third-party Services and therefore Ipsidy is not responsible for any unauthorized access to, or loss of such data. Ipsidy is not responsible for the operation, non-operation, interruption or inability to access such Services.If you have other credentials for accessing such Services (such as a log-in name, password or PIN) you need to take appropriate precautions to protect them and Ipsidy is not responsible for any losses arising from their misuse.

  • Ipsidy Services

7A.Ipsidy Payment Services

  • Overview. Ipsidy App payment Services, or Ipsidy Payments allow You to store in a virtual wallet within the Ipsidy App representations of Supported Cards and use supported devices to make contactless payments in select stores, or within third party apps and to make contactless rewards cards transactions in select stores using Ipsidy Payments. The Ipsidy Payments features of the Ipsidy App Software are only be available in select regions, with select card issuers, and with select merchants. Features may vary by region, issuer, and merchant.
  • Supported Cards.In order to use Ipsidy Payments, you must have a card, credential or other financial account supported by Ipsidy Payments, or a Supported Card.Supported Cards may change from time to time.Supported Cards may be subject to age-based, credit worthiness and other restrictions imposed by the issuer of the Supported Card, which you are seeking to use.
  • Use Restrictions.Ipsidy Payments is intended for your personal use and you may only set up your own Supported Cards.If you are setting up a supported corporate card, you represent that you are doing so with the authorization of your employer and you are authorized to bind your employer to these Terms and Conditions and all transactions effected by use of this Service.
  • Illegal and Improper Use.You agree not to use Ipsidy Payments for illegal or fraudulent purposes, or any other purposes which are prohibited by this License.You further agree to use Ipsidy Payments in accordance with applicable law and regulations.You agree not to interfere with or disrupt the Ipsidy Payments service (including accessing the service through any automated means), or any servers or networks connected to the service, or any policies, requirements or regulations of networks connected to the service (including any unauthorized access to, use or monitoring of data or traffic thereon).
  • Terms of Use of Supported Cards.Ipsidy Payments enables you to create a virtual representation of your Supported Cards on your supported device and to use Supported Cards as part of a payment, however Ipsidy does not settle payments, or rewards cards transactions (such as reward accrual and redemption), or have any other control over payments, returns, refunds, rewards, value, discounts or other commercial activity that may arise out of your use of a Supported Card and Ipsidy Payments.The terms of cardholder agreements you may have in place with your issuing bank, merchant or other organization will continue to govern your use of your Supported Cards and their use in connection with Ipsidy Payments. Nothing in this License modifies the terms of any cardholder or merchant agreement, and such terms will govern your use of the applicable Supported Card and its virtual representation on your device.
  • Ipsidy No Responsibility for your Supported Cards.You agree that Ipsidy is not a party to your cardholder or merchant agreements, nor is Ipsidy responsible for the content, accuracy or unavailability of any payment cards, rewards cards, stored value cards, commercial activities, transactions or purchases while using Ipsidy Payments, nor is Ipsidy in any way involved in the grant or decline of credit or assessing eligibility for credit, or the accrual or redemption of rewards under a merchant’s rewards program.For all disputes or questions about any Supported Cards, or associated commercial activity, please contact your issuer or the applicable merchant.
  • Security; Lost or Disabled Devices Ipsidy Payments stores virtual representations of your Supported Cards and should be protected as you would protect your physical credit and debit cards.Providing your device passcode orIpsidy App PIN to a third party, or allowing a third party to add their biometric identifier to your device or the Ipsidy App may result in their ability to make payments and receive or redeem rewards using Ipsidy Payments or access other Services on your device.You are solely responsible for maintaining the security of your device and of your passcode and PIN.You agree that Ipsidy does not have any responsibility if you lose or share access to your device.You agree that Ipsidy does not have any responsibility if you make unauthorized modifications to any Ipsidy App. If your device is lost or stolen you should contact the bank, merchant or other organization who issued your credit, debit or rewards cards in order to prevent unauthorized access to your virtual Supported Cards.
  • Reporting Fraud.If you report or Ipsidy suspects fraudulent or abusive activity, you agree to cooperate with Ipsidy in any investigation and to use any fraud prevention measures we prescribe.
  • LIMITATION OF LIABILITY. IN ADDITION TO THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS LICENSE, IPSIDY DOES NOT ASSUME ANY LIABILITY FOR PURCHASES, PAYMENTS, TRANSACTIONS, OR OTHER COMMERCIAL ACTIVITY MADE USING IPSIDY PAYMENTS, AND YOU AGREE TO LOOK SOLELY TO AGREEMENTS YOU MAY HAVE WITH YOUR ISSUING BANK, PAYMENT NETWORK, MERCHANT OR OTHER ORGANIZATION WQHCIH ISSUED THE SUPPORTED CARD TO RESOLVE ANY QUESTIONS OR DISPUTES RELATING TO YOUR SUPPORTED CARDS, VIRTUAL SUPPORTED CARDS AND ASSOCIATED COMMERCE ACTIVITY.

7B.Access by Ipsidy

  • Access Information.When you use the Access by Ipsidy Service, in order to gain access to a building or other secure location, Ipsidy may receive and store additional personal information about you, in order to provide you with the Service.Such information may include (but is not limited to) your first and last name, an ID number, the name of your employer,the address of the location which you will be accessing, (which may be the location where you live or work, or a location you are visiting), the date or a range of dates when you are permitted to access such location and such other information as may be required by the property owner, or the owner’s agent who is in charge of securing access to such property (collectively referred to as “Access Information”).
  • Consent to Use Access Information.In signing up for the Access Service, you consent to the transfer to and storage by Ipsidy of all such Access Information and the use by Ipsidy of all Access Information, for the purpose of providing the Access Service.You acknowledge that Access Information may be provided to Ipsidy by You, or by a third-party for whom the Access Service is being provided.


8.Termination.

This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Ipsidy if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Ipsidy Apps and Ipsidy App Software. Sections 4, 5, 6(e), 7A(d) through (i), 8, 9, 10, 12, 13, 14, 15, 16 and 18 of this License shall survive any such termination.

9.Disclaimer of Warranties.

  • If you are a customer who is a consumer (someone who uses the Ipsidy App Software outside of your trade, business or profession, or as otherwise defined by applicable law), you may have legal rights in your State or country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
  • YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE IPSIDY APP SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE IPSIDY APP SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE IPSIDY APP SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND IPSIDY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE IPSIDY APP SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
  • IPSIDY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE IPSIDY APP SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE IPSIDY APP SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE IPSIDY APP SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE IPSIDY APP SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE IPSIDY APP SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY DEVICE, THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS IPSIDY APP SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
  • YOU FURTHER ACKNOWLEDGE THAT THE IPSIDY APP SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE IPSIDY APP SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
  • NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IPSIDY OR AN IPSIDY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE IPSIDY APP SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

    10. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL IPSIDY, ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE IPSIDY APP SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE IPSIDY APP SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF IPSIDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL IPSIDY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY DOLLARS (US$250.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Digital Certificates.

The Ipsidy App Software contains functionality that allows it to accept digital certificates either issued from Ipsidy or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY IPSIDY OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IPSIDY MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.

12. Export Control.

You may not use or otherwise export or re-export the Ipsidy App Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Ipsidy App Software was obtained. In particular, but without limitation, the Ipsidy App Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Ipsidy App Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Ipsidy App Software for any purposes prohibited by United States law.

13. Government End Users.

The Ipsidy App Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms and Conditions. Unpublished-rights reserved under the copyright laws of the United States.

14. Controlling Law and Severability.

This License will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

15.Arbitration Agreement

BY AGREEING TO THIS LICENSE, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST IPSIDY ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PREVENT YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST IPSIDY, AND ALSO PREVENT YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST IPSIDY BY SOMEONE ELSE.

(a)Agreement to Binding Arbitration Between You and Ipsidy.You and Ipsidy agree that any dispute, claim or controversy arising out of or relating to (i) this License or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Ipsidy Apps or any Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Ipsidy, and not in a court of law.
(b)Prohibition of Trial by Jury and Class Actions.You acknowledge and agree that you and Ipsidy are each waiving the right to a trial by jury, and may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Ipsidy otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Ipsidy each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights
(c)Rules and Governing Law.The arbitration will be administered by the American Arbitration Association in accordance with the AAA’s Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. Further information about the AAA and the AAA Rules are available at https://www.adr.org/Consumer .Notwithstanding any choice of law or other provision in this License, the parties agree and acknowledge that the interpretation and enforcement of this Arbitration Agreement shall be governed by the Federal Arbitration Act.
(d)Arbitrator Authority.The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the Prohibition of Trial by Jury and Class Actions section above, shall be for a court of competent jurisdiction to decide.
(a)Process.A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration by certified mail or e-mail as specified in the AAA Rules. You should send this notice to Ipsidy Inc. 780 Long Beach Boulevard, Long Beach, NY 11561 United States of America, Attn: General Counsel or (b) by email from the email address associated with your Account to: info@Ipsidy.com@Ipsidy.com . Ipsidy will send any notice to you to the address or e-mail address we have on file associated with your Ipsidy App; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought.The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
(b)Location and Procedure.Unless you and Ipsidy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Ipsidy submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(c)Arbitrator's Decision.The Arbitrator will render an award within the time frame specified in the AAA Rules. An Arbitrator’s decision shall be final and binding on all parties.Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of reasonable attorneys' fees and expenses, to the extent provided under applicable law. Ipsidy will not seek, and hereby waives all rights Ipsidy may have under applicable law to recover, attorneys' fees and expenses if Ipsidy prevails in arbitration.
(d)Fees.Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, Ipsidy will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose.
(e)Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this License; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

16. Complete Agreement; Governing Language.

This License constitutes the entire agreement between you and Ipsidy relating to the Ipsidy App Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Ipsidy. Any translation of this License is done for local requirements, or for convenience and in the event of any conflict between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

17. Third Party Acknowledgements.

Portions of the Ipsidy App Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Ipsidy App Software, and your use of such material is governed by their respective terms.

18.Notices From Ipsidy.
If Ipsidy needs to contact you about your product or account, you consent to receive the notices by email, or if no email address is provided by text message to the telephone number which is currently registered by You and is associated with your device for the use of the Ipsidy App. You agree that any such notices that we send you electronically will satisfy any legal communication requirements.

19.Changes to this License

Ipsidy may amend this License from time to time, including the Arbitration Agreement set forth in Section 15. Amendments will be effective upon Ipsidy's posting of such updated License at this location, or in the amended or supplemental terms of the applicable Service. Your continued access or use of the Ipsidy App or any Service after such posting confirms your consent to be bound by this License, as amended. If Ipsidy changes this License after the date you first agreed to this License (or to any subsequent changes to this License), you may reject any such change by providing Ipsidy written notice of such rejection within 30 days of the date such change became effective, as indicated in the first sentence of this paragraph. This written notice must be provided either (a) by mail or hand delivery to our head office at Ipsidy Inc. 780 Long Beach Boulevard, Long Beach, NY 11561 United States of America, Attn: General Counsel or (b) by email from the email address associated with your Account to: info@Ipsidy.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this License. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of this License, including the Arbitration Agreement, as of the date you first agreed to this License (or to any subsequent changes to this License).