IPSIDY APP SOFTWARE LICENSE AGREEMENT
August 9, 2017
ENGLISH - UNITED STATES
<IPSIDY APP SOFTWARE LICENSE AGREEMENT & TERMS AND CONDITIONS OF USE>
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.
The capitalized words and expressions below shall have the meanings set against each of them for the purposes of these Terms and Conditions:
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.
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.
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.
7A.Ipsidy Payment Services
7B.Access by Ipsidy
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.
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.
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.
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).