DEFINITIONS AND INTERPRETATION
In this Agreement the following terms have the following meanings:
The following documents form part of this Agreement:
The Provider offers identification, authentication, on-boarding and data-source lookup services on a subscription basis (“Subscription”).
The Provider collects and stores authentication and authorization data (including any personal data) for the Client’s end users (“End User Data”) on behalf of the Client. The Provider has no contractual relationship with Client’s end users whose data it processes.The Client owns its End User Data. The Client hereby grants The Provider a, non-exclusive, royalty-free, sub-licensable, transferable license to use the Data as reasonably necessary for The Provider to provide the Services.
The features and functionality of the Services available to the Client will be based on the Subscription packages chosen by the Client. Any new features that augment or enhance the current Services including the Application Programming Interfaces (“API”) and/or the Subscription packages, including the release of new tools and resources, shall be subject to the Terms.
FEES AND PAYMENT
The Services are provided to you for such period as agreed by the parties and set forth in the Price Appendix, attached hereto as Schedule 2: Subscription Fee.
It is important to note that when you sign up to use the Services, your Subscription Period will automatically renew on an annual basis (or such other renewal period as agreed upon in the price appendix: Schedule 1: Subscription Fee) until you cancel it. If you do not cancel, then your Subscription Period will automatically renew.Unless otherwise agreed by the parties in the price appendix: Schedule 1: Subscription Fee, Fees shall automatically be adjusted upon each renewal of your Subscription Period to our then-current pricing.
In addition, the provider reserves the right to change Fee, or institute new or additional Fees, at any time upon notice.
Payment is against invoice and invoices will be sent to the e-mail address specified below or otherwise mutually agreed. Payment conditions are 15 days. If payment is delayed statutory interest on overdue payment will be charged.
The prices in this Agreement do not include VAT. If required, statutory VAT will be added to the prices.
The Platform Fee will be invoiced monthly in advanced starting when first id provider certificate is published to production. The Monthly User/Transaction Fee will be invoiced monthly in arrear. Unless otherwise agreed other costs are invoiced monthly in arrears.
USE OF SUBCONTRACTORS
The Provider may use third party service providers to perform all or any part of the Services, but The Provider remains responsible under this Agreement for the Services performed by its third party service providers to the same extent as if The Provider performed the Services itself.
USE OF PERSONAL DATA
The Services may involve the transmission to the Provider of certain personally identifiable information (“Personal Data”). For processing of Personal Data under this Agreement, the Client shall be considered as data controller and the Provider as data processor. Our policies with respect to the collection and use of such Personal Data are governed according to the instructions in the appendix: Schedule 3: “Data Processor Instruction”.
LICENSE GRANT: RESTRICTIONS ON USE
(a) License Grant. Subject to the Agreement, The Provider hereby grants the Client and to the Authorized Users (if any) during the applicable Subscription Period, a limited, non-exclusive, non-transferable license, without the right to grant sublicenses, to use the Services.
(b) Restrictions on Use. The Client will not (and shall ensure that any Authorized Users or third parties do not): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (ii) modify, adapt, or translate the Services; (iii) make any copies of the The Provider (or The Provider’s subcontractor’s) Intellectual Property (as defined in Section 10); (iv) resell, distribute, or sublicense the Services; (v) make the Services available on a “service bureau” basis; (vi) remove or modify any proprietary marking or restrictive legends placed on the The Provider Intellectual Property; (vii) use the Services in violation of any applicable laws or for any purpose not specifically permitted in the Agreement; or (viii) introduce into the Services any software, virus, worm, “back door,” trojan horse, or similar harmful code. In addition, the Client may not access the Services for purposes of monitoring performance or functionality, or for any other benchmarking or competitive purposes.
USE OF THE SERVICES
The Client shall not use the Services for any unlawful purpose.
The Client shall not upload, post, e-mail, transmit, or otherwise make available any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity.
The Client shall not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.
The Client shall not abuse or send excessively frequent requests to our Services via the API.
DISCLAIMER AND LIMITATION OF LIABILITY
It is the obligation of the Client, to use the Provider’s services in accordance with this Agreement and with any additional rules, operational guidelines or other instructions that may be issued by the Provider from time to time. The Client shall be responsible for any information and instructions provided to the Provider within the integration and use of the services, and for any breach of this Agreement.
Unless otherwise provided in this Agreement, the Provider and/or its affiliates, parents, sister and other group companies, successors, officers, employees, agents, directors, shareholders or attorneys shall not be liable for any damage whatsoever (direct and indirect) such as, but not restricted to, lost profit, diminished production, business turnover, inability to fulfil obligations to third parties or loss of benefit of the Agreement.
The Provider makes no warranties or representations other than those expressly specified in this Agreement. The Provider will endeavour to provide its services as a reasonable and prudent operator and reasonably in accordance with industry standards. The Provider makes no representation that any of its services shall be uninterrupted or error free and shall not be liable for the consequences of such interruptions or errors except as follows. In the event of defects, errors or interruptions in the services, the Provider undertakes to commence rectifications measures within a reasonable period of time from becoming aware of such defect, error or interruption, if possible, and the Client acknowledges and agrees that this will be the sole and exclusive remedy for any defects, errors or interruptions irrespective of how caused. The Provider’s service and software are provided “as is” without warranties of any kind, whether express or implied.
All conditions, warranties, terms and undertakings whether express or implied, statutory or otherwise relating to the delivery, performance, quality, accuracy, fitness for purpose, occurrence or reliability of the Provider services or software are hereby excluded to the fullest extent permitted by law.
Neither Party is liable for damages caused by a decision or action by a third party such as a court, authority, bank, a user, the other Party or any other event that is outside of the control of the Party.
Without prejudice to the generality of previous paragraph, it is recognized by the Client that the Provider’s ability to carry out its obligations under this Agreement is subject to applicable government licensing, laws and regulations. Neither Party shall be held liable for any damages of any kind that may result from changes in government legislation or policy that might lead to the Provider not being able to provide its services.
Further to the above, the Provider does not assume liability for any damages and/or expenses, which arise as a consequence to illicit or abusive use of the Provider’s services.
The Client shall indemnify the Provider and hold the Provider harmless for any damages, costs or amounts which the Provider is ordered to pay to any authority or to any other third party by any court, arbitrator or tribunal due to the fault or negligence of the Client or due to breach of this Agreement by the Client or due to the unlawful use of the Provider’s by any user of the Client, by the Client, by any Client business partner or by any user of a Client business partner.
INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
The Provider is responsible for ensuring that the Services, excluding Client Content, do not infringe any Intellectual Property rights held by a third party.
The Provider shall indemnify and keep the Client harmless from any claims from third parties made on the basis that the Services infringe on the Intellectual Property Rights of a third party.
Neither party shall be liable towards the other party to the extent that the liability is incurred due to matters beyond the party’s control or matters which the party ought not to have taken into account at the time of conclusion of the Agreement or attempted to avoid or overcome, including, but not limited to, wars, fire, strikes and lockouts, flood, explosion, civil disorder, power failure, equipment failure, acts of civil or military authorities, theft, vandalism, misuse, insurrection, inability to obtain the necessary supplies (“Force Majeure”). Circumstances experienced by The Provider’s subcontractor(s) shall be regarded as Force Majeure in cases where the subcontractor is faced with an obstacle falling within the first sentence of the present section.
AUDIT AND CO-OPERATION WITH AUTHORITIES
The Client may conduct periodic reviews of the performance of the Services to enable the Client to assess impact on the Client’s compliance with its regulatory obligations. The Provider shall provide the Client with such information and assistance as the Client may reasonably request for under the performance of such reviews.Each party shall, upon reasonable notice, allow all relevant authorities full access to its premises, data, information and personnel if so required pursuant to all applicable regulations governing the other parties’ respective commercial activities and each party shall bear its own cost for fulfilling its obligations under this section.
The Client shall not, without the prior written consent of The Provider, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
The Provider is entitled to mention the Client in its marketing material, both in writing and by use of the Client’s logo.
In the event that any portion of Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the Agreement shall remain in full force and effect.
This section, the section entitled The Provider Intellectual Property, Indemnification, Disclaimer and Limitation of Liability and Termination shall survive the termination of the Agreement.
No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement.
The Agreement contains the entire agreement of the parties concerning its subject matter, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.
Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.
CONTACT PERSONS AND SIGNATURES
Global Identity Integrator AB
Attention: Magnus Frost
Sveavägen 49, 11359 Stockholm, Sweden
Attention: Contact person