Solutions Terms

Solutions Terms

August 29, 2018

ACCESS CUSTOMER APPLICATION & COMMERCIAL TERMS

1. By submitting this application for the Access by Ipsidy Service (“Application”) and clicking “Sign Up”, the Customer named in the application:

(a)acknowledges receipt of the Terms & Conditions of the Access by Ipsidy Service and Ipsidy’s Privacy Policy all of which are incorporated herein and deemed a part hereof by reference, and agrees to be bound by the provisions of those documents (such documents, together with this Application, the “Agreement.”)Words and expressions defined in the Terms and Conditions shall have the same meaning in this Application and Agreement unless defined differently in this Application.

(b) authorizes Ipsidy Inc. to receive credit reports as occasioned from time to time and any other information regarding the Customer named in the application or its principals, proprietors or partners from third parties, to verify any information provided on the application;

(c) agrees to make payment to Ipsidy Inc. in advance of all fees for the use of the Access by Ipsidy Service, as set out in this Application, or as otherwise notified by Ipsidy from time to time (the “Fees”). If Customer’s use of the Services exceeds the applicable service capacity (as described by Ipsidy from time to time), or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Ipsidy reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Services term, or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If any Fees payable by Customer are not timely processed, or are returned or rejected by Customer’s chosen payment method, then Customer shall be responsible for payment of Ipsidy’s return charges and if the Fees are not paid within 15 days of the due date for payment, then Ipsidy shall be entitled to terminate Customer’s Agreement and License to use the Service, in accordance with Section 8 of the Terms and Conditions.If Customer believes that Ipsidy has billed Customer incorrectly, Customer must contact Ipsidy no later than 60 days after the date on the relevant billing statement, in order to receive an adjustment or credit.

(d)agrees that the term of this Agreement shall be month to month, and that this Agreement shall continue until either party gives not less than one month’s written notice to the other, expiring at the end of the calendar month, following the month in which notice is served.

2.By submitting this application for the Access by Ipsidy Service, the Customer contact named in the application represents and warrants to Ipsidy that such contact is authorized to make the application and enter into this Agreement on behalf of Customer.

3.The Agreement will become effective only when accepted by Ipsidy Inc.Subject to the Agreement, Ipsidy will use commercially reasonable efforts to provide Customer the Access by Ipsidy Service, in order to allow Customer to control access to the building, or other secure location, which Customer owns, operates or manages, in accordance with Ipsidy’s standard offering of the Service. Subject to the terms of the Agreement, Ipsidy will endeavor to provide Customer with reasonable support services and implementation assistance, through electronic mail or another reasonable mechanism, in accordance with Ipsidy’s standard practice.

4. Ipsidy agrees to provide Customer upon initial payment of Fees with the number of beacons for use in connection with the Access by Ipsidy Service as are specified in the Application.Such beacons shall at all times belong to Ipsidy and upon termination of the Access by Ipsidy Service Customer shall promptly return all beacons to Ipsidy (unless Ipsidy agrees otherwise).Ipsidy agrees to during the term of this Agreement to replace any defective beacons at no charge, in accordance with its service policy but otherwise Ipsidy has no responsibility for any costs, losses or damages which Customer may suffer or incur as a result of any defective beacon.