These Specific Terms apply to all Customers who have accepted them via the Customer portal or to any Customer using the Module.
These Specific Terms are subject to the General Terms and Conditions and the Data Processing Agreement which are incorporated herein by reference. These Specific Terms shall be effective on the date that these Specific Terms are accepted by the Customer or on the date that the Customer uses the Module, whichever is the earlier. Capitalised terms used but not defined in these Specific Terms shall have the meaning ascribed to them in the General Terms and Conditions. These Specific Terms shall prevail in the event of any conflict with the General Terms and Conditions.
1. Use of the Module
1.1. The Licensor grants Customer, for the Term, a non-exclusive license in the territory set out in the Term Sheet to use the Module in accordance with this Agreement.
1.2. Customer may only use the Module for the identity verification of its own customers (consumers or business customers) and for no other purpose.
1.3. For the avoidance of doubt, where the Module has been used to certify the identity or generate other details of an End User by the Customer, such certification and any information generated by the Module (the “Certification Report”) may only be used by the Customer for its internal business purposes and must not be provided to any other person or entity or resold and/or sublicensed whether separately or with other products and/or services, unless otherwise set out in writing by the Licensor on terms and conditions to be separately negotiated and agreed.
1.4. Customer shall not, without prior written consent from Licensor, remove or alter any watermarked or imbedded branding on the Module.
2. Customer Obligations
2.1. Customer agrees t (a) conduct business in a manner that reflects favourably at all times on the good name, goodwill and reputation of the Licensor, IDVerse and their Affiliates; (b) avoid deceptive, misleading and/or unethical practices including but not limited to avoiding disparagement of the Module and/or of the Licensor, IDVerse and/or their Affiliates; and (c) refrain from making any statements, written or oral with respect to the Licensor, IDVerse, upcoming releases, the specifications, features, capabilities or other characteristics of the Module that are inconsistent with the Documentation published by the Licensor, IDVerse and/or their Affiliates and accompanying the Module.
2.2. Neither Party shall transfer, sell, sub-licence, distribute or make available to any third party any data or results generated by the Module except to regulatory bodies for the limited purpose to demonstrate the Parties’ compliance with applicable laws.
2.3. From time to time, older versions of the Module will be retired and designated “end of life” by the Licensor and/or IDVerse in their sole and absolute discretion. Licensor shall give no less than thirty (30) days written notice of the “end of life” date of a Module version. Customer must upgrade to at least the second last version of the Module within the notice period. Versions that are designated “end of life” will not be supported by IDVerse and/or the Licensor following the designated “end of life” date and the Customer acknowledges and agrees that it is the Customer’s responsibility to ensure that a newer version of the Module is downloaded within the notice period. IDVerse and/or the Licensor shall have no liability towards the Customer for the Customer’s failure to download such newer version of the Module.
3. Ownership
3.1. Neither Party shall remove, alter, cover or obfuscate any copyright notices or other proprietary rights’ notices placed or embedded by Licensor, IDVerse and/or their Affiliates on or in any part of the Module.
3.2. Customer shall not use all or any part of the Module or the data or results generated by the Module to train, improve or test (directly or indirectly, and either by itself or through a third party) any machine learning or artificial intelligence technology or process. Customer shall be responsible for promptly notifying the Licensor of such violations as they come to Customer’s attention.
3.3. Unless otherwise expressly permitted in this Agreement, Customer shall have no right to use the company name or trade names of Licensor, IDVerse or their Affiliates, or any variation thereof whether in English or another language that may be confused with said company name or tradenames: (a) in Customer’s company or trade names, or brands; or (b) in the name of any domain registration.
3.4. Customer agrees that if under any laws of the Territory, Customer has heretofore acquired or may hereinafter acquire any rights in or to any trademark, logo or trade name of the Licensor or IDVerse, then, without prejudice to any other right of Licensor or IDVerse hereunder, Customer shall on the earlier of: (a) receipt of a written request of Licensor; (b) expiration of the term of this Agreement; or (c) the termination of this Agreement, assign (including a present assignment of future copyright) any and all such rights to Licensor or IDVerse as Licensor may direct. Insofar as such rights may not be assignable, Customer shall, to the fullest extent permitted by applicable law, henceforth hold them for the benefit of and in trust for Licensor as Licensor’s sole and absolute property.
4. Fees and Payment
4.1. Time is of the essence with respect to payment of Fees.
4.2. Unless otherwise specified in the Term Sheet, Customer must ensure that it has significant credits in its portal in order to pay for use of the Module according to the relevant Transactions. In the event that, for whatever reason, the Customer utilises the Module without having sufficient credits in its KYCP Portal, the Customer shall pay all Fees (plus any applicable taxes or other charges including bank fees) within thirty (30) days of the date of Licensors invoice, without set-off by wire transfer to a bank account designated by Licensor.
4.3. Customer will pay all import duties, transaction fees (such as, but not limited to wire transfer fees), levies or imposts, and all goods and services sales, use, value-added (VAT) or property taxes of any nature (except taxes assessed upon Licensors' income) assessed upon or with respect to the Module or any services provided to Customer by Licensor. Customer will be responsible for paying any withholding tax that might be payable and Customer shall gross up the Fees due so that Licensor receives the full amount of the Fee due.
4.4. If Customer disputes the whole or any portion of an amount charged or invoiced by Licensor, Customer shall on or before the due date under clause 4.2: (i) pay the portion of the amount of the charge or the amount that is stated in the invoice which is not in dispute; and (ii) notify Licensor in writing of the disputed sum in accordance with the Dispute Resolution Clause set out in the General Terms and Conditions. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then Customer shall pay the amount finally resolved together with interest on that amount.
4.5. If Licensor is not paid the relevant fees for a particular order or Module, then the Customer shall not receive any maintenance and support services for that Module and will have no entitlement to any benefits of maintenance and support services including, without limitation, bug fixes, patches, upgrades, enhancements, new releases or technical support.
4.6. If Customer fails to pay Fees to Licensor when due any amount owing hereunder Customer agrees to pay, in addition to any amount due any accrued simple interest at a rate of 8% per annum above the Central Bank of Malta’s base rate and all costs, on an indemnity basis, of collection, including without limitation all attorneys’ fees and expenses of any legal proceeding required to collect amounts due.
5. Term, Termination and Non-solicitation
5.1. This Agreement shall commence on the Effective Date and will be automatically renewed in accordance with the General Terms and Conditions unless otherwise terminated earlier in accordance with the terms of these Specific Terms and the General Terms.
5.2. Licensor may terminate this Agreement at any time prior to the expiration of the Term in the event that:
(a) Customer defaults in any payment due to Licensor and such default continues un-remedied for a period of ten (10) days following Customer’s receipt of notice of default from Licensor;
(b) Customer fails to perform any other obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by Customer under this Agreement (other than as described in 5.2 (a) above) and such failure or default, where remedial, continues un-remedied for a period of thirty (30) days from Customer’s receipt of notice of such failure or default from Licensor;
(c) Customer is merged, consolidated, sells all or substantially all of its assets, or implements or suffers any substantial change in management or control which involves a direct competitor of Licensor and/or IDVerse; or
(d) An audit of the Customer discloses that Customer has underpaid fees in excess of five percent (5%) pursuant to clause 7.3.
5.3. This Agreement will terminate automatically, with no further act or action of either Party, if a receiver, administrator or liquidator is appointed for a Party or its property, such Party makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against such Party under any applicable bankruptcy, insolvency or debtor's relief law, or such Party is liquidated or dissolved.
5.4 During the term of this Agreement, neither Party shall employ or contract any person who is employed or contracted by the other Party, except that nothing shall stop a Party employing any person who responded to a public recruitment advertisement made in good faith that was not separately solicited. A Party shall promptly advise the other Party if a person who is employed or contracted by the other Party seeks to be employed or contracted by the first mentioned Party during the Term.
6. Effect of Termination
6.1. Any licence for the Module granted by Licensor to Customer prior to termination or expiry of this Agreement shall terminate on the date of termination or expiry. However, if this Agreement is terminated by Licensor under clause 5.3 of the General Terms or due to a breach of obligation or condition by the Licensor, then the Customer acknowledges that the Customer has the option to request that Licensor assigns or novates all or part of its agreement with the Customer to IDVerse or another partner and where such request is made and accepted by IDVerse and Licensor, the Customer must do all things necessary to give effect to said request of assignment or novation (including executing a novation agreement).
6.2. All Fees due or payable to Licensor hereunder, shall survive the expiration or termination of this Agreement. For the avoidance of doubt, if at the time of expiration or termination of this Agreement (as the context requires), Customer has not fully paid any fees applicable, whether invoiced or not, such fees will continue to be a debt owed by Customer to Licensor post expiration or termination (as the context requires) until such debt has been fully paid.
7. Records, Audits and Reporting
7.1. Licensor, or its appointed representatives, may, from time to time, request information from Customer in connection with, and relation to, its compliance (or non-compliance) with the terms of this Agreement. Customer must respond within seven (7) Business Days of any such foregoing information request. Licensor’s rights under this clause 7.1 are independent of its auditing rights under clause 7.2.
7.2. At its expense and with reasonable written notice to Customer, Licensor and/or a third party appointed by Licensor may audit the books, records, and if necessary, the systems of Customer that relates to the Module for the sole purpose of ensuring compliance with the terms of this Agreement. Licensor shall have the right to conduct follow-up audits as necessary. All audits shall be conducted during regular business hours at Customer’s offices and shall not interfere unreasonably with Customer’s activities. Licensor shall treat all such records and books as Confidential Information. All audits shall be conducted not more frequently than once in any 12-month period unless such audit reveals a violation of this Agreement in which case Licensor may conduct additional audits in its discretion.
7.3. If any audit reveals that Customer has underpaid license fees, Customer shall be invoiced for all such underpaid fees based on Licensor’s list price in effect at the time the audit is completed. If the underpaid fees are in excess of five percent (5%) of the fees previously paid by Customer for the year, or other applicable period in question, then Customer shall also pay Licensor’s reasonable costs of conducting the audit and enforcement of this Agreement and Licensor may, at its option, terminate this Agreement.
7.4 Customer will report promptly to Licensor all claimed or suspected defects in the Modules as they come to Customer’s attention.
8. Data Protection and Export Control
8.1. The Parties will comply with the Licensor’s Data Processing Agreement for Pay-As-You-Go Modules.
8.2. The Customer acknowledges that the Licensor and IDVerse may use non-personally identifiable data from the End Users for their own internal purposes.
8.3. Customer will comply with all applicable international, national, state, regional and local laws and regulations in performing its obligations hereunder and in any of its dealings with respect to the Module.
9. Indemnification Obligations
9.1. Any indemnification granted by Licensor to Customer in terms of this Agreement is subject to the Licensor first receiving indemnification from IDVerse and any such indemnification given by Licensor to Customer shall not exceed the amount received by the Licensor from IDVerse.
10. Limitation of Liability
10.1 To the extent permitted by applicable law, in no event will Licensor or IDVerse have any liability to Customer in respect of the results of any use of the Pay-As-You-Go Modules or services or any third-party fraud which may be carried out using the Module.
11. Definitions
Agreement means these Specific Terms and the General Terms.
Documentation means any one or more of the following: (1) technical documentation or other materials (including README files, as appropriate) related to the Pay-As-You-Go Modules; and/or (2) IDVerse' written materials that sets out the installation and configuration requirements with respect to the latest version of the Modules available at the Effective Date and for the avoidance of doubt, all other information contained in the linked pages that does not relate to the installation and configuration requirements for the relevant version of the Module or fall outside the parameters set out in the these Specific Terms does not form part of the Documentation.
End User means an employee of Customer or individual appointed by the Customer to whom Customer has given access to the Pay-As-You-Go Module for the purpose of verification of identity.
Fees means any and all fees payable by Customer to Licensor under this Agreement.
General Terms means the General Terms and Conditions applicable to Pay-As-You-Go Modules and any schedules and amendments thereto.
Module means the software-as-a-service product called Self Checkin, including any amendments, enhancements, modifications, revisions, updates, or new releases of it, made available by Licensor. For the avoidance of doubt, the Module excludes: all third-party components, applications and services.
Term means Initial Term together with all Renewal Terms as set out under the Term Sheet.
Territory means the territory set forth in the Term Sheet.
Transaction is defined as commencing upon the generation of a token by an End User following request to initiate an independent session on the IDVerse engines (such as document fraud liveness) and ending on the earlier of (i) receiving electronic notice (by webbook or similar service) of completion of the platform initiated flow or (ii) expiration of the token.