Updated On: February 7, 2024

This Hosted Software License Agreement (“Agreement”) is entered into on the current date as captured on the Identity or IDaaS Essentials Get Started web page (“Effective Date”), by and between:

IDmission LLC, a Delaware limited liability company (hereinafter referred to as “IDmission”).

and

Company as entered on the Identity or IDaaS Essentials Get Started web page (hereinafter referred to as “Customer”).

IDmission and Customer are hereinafter also referred to as "Parties" collectively and "Party" individually.

WHEREAS:

IDmission software consists of the following components:

System of engagement via a Mobile or Web SDK, API (all through IDentity) coupled to a platform on the cloud that includes the following:

1. 1. 1. 1. Identity Proofing
            1. 1. Validation of ID Documents with OCR Extraction using a large ID template database
               2. Biometric Enrollment & Verification: Fingerprint, Voice, Iris, Face are supported. Deduplication Services are also supported.
               3. Without Biometrics: Password, PIN, OTP etc. are supported, Images of Customer and their ID documents for KYC. Includes document validation and data extraction.
               4. Additional Capture Services such as generic documents, signatures, video recording, and barcode/QR code.
               5. Manual review of forms that do not pass auto-decisioning.
               6. Location Management: GPS (provided by the device when location services are enabled)
         2. A web portal for reporting, configuration and management
         3. An application deployment infrastructure
         4. SDK Services and Applications that can run on modern mobile devices and desktops, built using web technologies.
            1. WebSDK supported in most commonly used browsers

In consideration of the foregoing recitals, the covenants and agreements set forth herein, and for other good and valuable consideration, the legal sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

1.1 “Customer Content” means all electronic data or information entered into the Software by or on behalf of Customer.

1.2 “Documentation” means IDmission’s then current guides and manuals as published by IDmission and made generally available by IDmission for the Software.

1.3 “Government Authority" means a government agency responsible for exercising autonomous authority over IDmission or Customer in a regulatory or supervisory capacity.

1.4 “IP Rights” means all forms of intellectual property rights and protections throughout the world, including, but not limited to, any (a) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof); (b) copyrights; (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith; (d) trade secrets; (e) rights in databases and designs (ornamental or otherwise); (f) moral rights, rights of privacy, rights of publicity and similar rights; and (g) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto.

1.5 “Law” means any applicable law, statute, ordinance, code, rule, regulation, order, judgment, decree, standard, requirement or procedure enacted, adopted, applied, enforced or followed by any Governmental Authority, as in effect from time to time.

1.6 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.7 “Term” shall have the meaning set forth in Section 5.1 below.     

2.1 Subject to the terms and conditions of this Agreement, IDmission grants to Customer a non-exclusive, irrevocable (except as otherwise provided in this Agreement), non-transferable (except pursuant to a permissible assignment in accordance with Section 15.1 of this Agreement), right and license during a Term to (a) access and use the Software via the internet, and (b) use the Documentation provided by IDmission.  Customer agrees that its licensing of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by IDmission with respect to future functionality or features.

2.2 IDmission agrees that the license granted to Customer under this Agreement permits use of such license by the independent contractors and third party service providers of Customer (the “Customer Agents”) solely in furtherance of the internal business purposes of Customer, provided that Customer shall (a) cause Customer Agents to agree in writing to comply with the obligations contained in this Agreement and (b) remain liable for any acts or omissions of Customer Agents in the same manner as for its own acts or omissions.

2.3 The license granted in Section 2.1 above is conditioned upon Customer’s compliance with the terms and conditions of this Agreement.  Customer may use the Software solely for its own internal business purposes, in compliance with applicable law, and shall not: (a) permit any third party to access the Software except as permitted herein, (b) create derivative works based on the Software including but not limited to copying, framing or mirroring any part of the  Software, other than copying or framing on Customer 's own intranets or otherwise for its own internal business purposes; (c) modify, reverse engineer, translate, disassemble, or decompile the Software, or cause or permit others to do so; (d) copy, frame or mirror any content forming part of the Software, other than on Customer 's own intranets or otherwise for its own internal business purposes; (e) access the Software in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Software, other than when using the Software for Customer 's own internal business purposes; and (f) remove any title, trademark, copyright and/or restricted rights notices or labels from the Software or Documentation.
      

3.1 The Software provided to Customer herein shall be provided in accordance with the Service Level Addendum attached hereto as Schedule A and Security Practices (as defined below:

3.1.1 IDmission shall undertake reasonable technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. The measures taken should take into account available technology and where permitted by local law the cost of implementing the specific measures and must ensure a level of security appropriate to the harm that might result from a breach of security and the nature of the data to be protected.  These security practices and procedures will be evaluated and revised annually to adhere to PCI-DSS standards as outlined in IDmission’s ongoing certification processes. GDPR is also used as a guideline for security best practices.

3.2 Any professional services, such as custom development, are outside the scope of this Agreement.  If the Parties desire to contract for such professional services, such professional services shall be provided under a separate agreement.

3.3 Customer shall be responsible for the Customer Agents’ compliance with this Agreement and shall be solely responsible for the Customer Content, except for modifications controlled by IDmission or the Software.  Customer shall not (a) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (b) interfere with or disrupt the integrity or performance of the Software or Customer Content contained therein, or (c) attempt to gain unauthorized access to the Software or its related systems or networks.  Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software or Customer Content.

4.1 Customer agrees to pay IDmission the fees (”Fees”) as agreed to with their Customer Success Representative for the Identity Service offerings. These fees will be captured as an IDmission Quotation and Order Form associated to this agreement in writing prior to production credentials being provided. Upon initial acceptance of this agreement, Customer is only allowed to utilize the ‘Sandbox’ environment which is free of charge for a limited set of submissions for the first 30 days. 

Except as otherwise set forth herein, fees are non-cancellable and non-refundable.  Customer shall pay all undisputed charges set forth in an invoice issued by IDmission in accordance with this Agreement as charged through their enrolled payment method.  In the event Customer disputes any amount charged on such invoice, Customer shall pay any undisputed amounts in accordance with the applicable payment terms and send a disputed amount notice (setting forth the amount in dispute and the reasons for any such dispute) to IDmission within ten (10) days following receipt of such an invoice (the “Dispute Period”).  The parties shall use commercially reasonable efforts to resolve any such dispute.  If Customer does not dispute the applicable invoice during the Dispute Period, any such dispute shall be deemed waived.  Any payment not received from Customer through the enrolled payment method will be considered a Customer’s failure to pay Fees in a timely manner and may result in suspension of Customer 's ability to access the Software until payment is made, as further described in Section 4.3.

4.2 If IDmission has the legal obligation to pay or collect taxes for which Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of performance of IDmission under this Agreement, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides IDmission with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.3 If any amount owed by Customer is thirty (30) days or more overdue, IDmission may, without limiting its other rights and remedies, suspend access to the Software until such amounts are paid in full provided, however, that no suspension shall take effect unless IDmission has given Customer at least ten (10) business days prior written notice that it intends to suspend Customer 's account because it is overdue.  Any failure by Customer to pay amounts thirty (30) days or more overdue shall be deemed a material breach of this Agreement.     

5. TERMS

5.1 The term of this Agreement does not expire and will remain in effect until Customer deactivates their services through the IDentity Portal. Customer may use and access the Software during the Term.       

6. TERMINATION

6.1 A Party may terminate this Agreement at any time for any reason.

6.2 Upon termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and Customer shall cease all access and use of the Software.  If the Agreement is terminated based on Customer’s uncured material breach, Customer shall pay any unpaid fees covering the remainder of the Term after the effective date of such termination.  Termination of this Agreement shall not limit the Parties from pursuing any other remedies available to it, including injunctive relief.

6.3 Upon termination of this Agreement for any reason or no reason, IDmission shall cooperate fully with Customer to facilitate a smooth transition of the Customer Content from IDmission to Customer and/or Customer’s designated replacement provider(s) as requested by Customer (“Transition Services”).  IDmission shall perform the Transition Services at Customer’s expense, as directed by Customer and in a manner that will cause minimal interruption to either parties business operations.  In the course of the provision of such Transition Services by IDmission, Customer shall continue to pay, on a pro-rata basis (based on the contract price for the year immediately preceding termination), the charges for the Software.  

7.1 Subject to the license rights as set forth herein, as between IDmission and Customer, all right, title, and interest in and to the Software, IDmission’s Confidential Information, and Documentation, including, without limitation, all modifications, derivative works, enhancements, and IP Rights therein and thereto, shall belong solely to IDmission and/or its applicable licensors.  To the extent that Customer, by operation of law, is deemed to have any rights in or to the Software, IDmission’s Confidential Information, or Documentation, Customer shall, and hereby does, exclusively and irrevocably assign, transfer and otherwise convey to IDmission all of its right, title, and interest in and to the Software, IDmission’s Confidential Information, or Documentation, including without limitation all IP Rights pertaining thereto.

7.2 Customer exclusively owns all right, title and interest in and to the Customer Content, including, without limitation, all modifications, enhancements, and IP Rights therein and thereto.  In the event of termination or expiration of this Agreement, within thirty (30) days of such termination or expiration, IDmission shall return to the Customer all Customer Content; at no charge to Customer, in a flat file format or in such other customary format as mutually agreed upon by the Parties, and destroy or permanently erase the Customer Content from the Software.

7.3 IDmission shall have a royalty-free, non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback (“Suggestions”) provided by Customer relating to the Software.

8. CONFIDENTIALITY

8.1 As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that (a) is designated as confidential; or (b) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing), business and marketing plans, technology, financial and technical information, product designs, business processes, non-public information concerning the Software, and the Customer Content.  Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

8.2 Confidential Information shall not be used for any purpose other than the purposes of this Agreement, nor shall it be disclosed to anyone other than to the Receiving Party’s employees or its legal counsel, agents or consultants rendering services related to the subject matter of this Agreement (collectively, “Representatives”) who are subject to appropriate confidentiality policies or are bound by appropriate confidentiality agreements with terms at least as protective as the terms set forth in this Section 8 and who have a need to know the Confidential Information.  The Receiving Party shall be responsible for any violation of the confidentiality provisions set forth in this Section 8 that is caused by the acts or omissions of its Representatives. As between the Receiving Party and the Disclosing Party, the Confidential Information of the Disclosing Party shall be owned solely and exclusively by the Disclosing Party.  Each party will use at least the same degree of care to avoid disclosure of the other party’s Confidential Information as it uses with respect to its own Confidential Information, but in no event shall less than reasonable care be used. The parties agree that the terms and conditions of this Agreement shall constitute the Confidential Information of both parties.

8.3 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the terms of this Agreement.  If such protective order or other remedy is not obtained, or if the Disclosing Party waives the Receiving Party’s compliance with the provisions hereof, the compelled party agrees to furnish only that portion of the Confidential Information of the Disclosing Party which it reasonably determines it is legally required to so furnish and, at the request of the Disclosing Party, to use reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, it being understood that such reasonable efforts shall be at the cost and expense of the Disclosing Party.

8.4 If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.     

9. Representations AND WARRANTIES

9.1 Each Party represents, warrants and covenants that:  (a) it has the requisite corporate power and authority to enter into, and perform its obligations under, this Agreement, and that there are no claims by any Governmental Authority pending or, to that Party’s knowledge, threatened against or affecting such Party before any court or administrative body or arbitration tribunal that might affect the ability of such Party to meet and carry out its obligations under this Agreement; and (b) it will not transmit to the other Party any Malicious Code.

9.2 IDmission represents, warrants and covenants that: (a) IDmission has all rights necessary to grant all licenses and rights granted herein and to fulfill its obligations under this Agreement, including all rights required to provide the Software that must be obtained from any third parties; (b) the Software does not and will not contain any third party IP Rights or derivative works thereof not owned in their entirety or properly licensed by IDmission; (c) the Software does not and will not infringe or otherwise violate any U.S. patent rights or any non-patent-based IP Rights of any third party, and IDmission is not aware of any facts upon which such a claim for infringement could be based; and (d) IDmission has not previously granted and will not grant any rights in the Software to any third party that are inconsistent with the rights granted to Customer herein.

9.3 IDmission represents warrants and covenants that the Software shall perform in a good and workmanlike manner in accordance with industry standards, and shall conform to the Documentation.  IDmission’s liability for breach of this warranty shall be the replacement or modification of the Software that does not conform to the Documentation. When replacement of Software is not possible, IDmission’s entire, cumulative liability shall be limited to that portion of the Fees paid during the period the Software does not conform to the Documentation.

9.4 Customer represents, warrants and covenants that: (a) Customer has all necessary rights to use the Customer Content with the Software; (b) the Customer Content and Customer’s use thereof does not and will not infringe or otherwise violate any proprietary rights of any third party; and (c) the Customer Content and Customer’s use thereof complies with all applicable Laws, including those regarding the collection, use, and storage of personally identifiable information.

9.5 EXCEPT FOR THE WARRANTIES, COVENANTS OR OTHER OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY SERVICE LEVEL AGREEMENT PROVIDED FOR UNDER THIS AGREEMENT), IDMISSION, ON THE ONE HAND, AND CUSTOMER, ON THE OTHER HAND, EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT.     

10. INDEMNIFICATION

10.1 Subject to the terms and conditions of this Agreement, IDmission shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings made or brought against Customer by a third party alleging that the Software or any portion thereof infringes, violates or constitutes a wrongful use of any third party’s U.S. patent rights or any third party’s non-patent-based IP Rights (“Infringement Claim”).

10.2 Notwithstanding the provisions of Section 10.1, IDmission shall have no liability for any Infringement Claim to the extent such liability is the result of (a) modifications to the Software by anyone other than IDmission or its agents; (b) the use or combination of the Software with any other item not provided by IDmission where in the absence of such use or combination, the Software alone would not have given rise to the Infringement Claim; or (c) Customer’s continued use of an infringing version of the Software when the then current version of the Software has been modified to be non-infringing.

10.3 Subject to the terms and conditions of this Agreement, Customer shall defend, indemnify and hold IDmission harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings made or brought against IDmission by a third party alleging that the Customer Content, infringes, violates or constitutes a wrongful use of any third party’s IP Rights.

10.4 The indemnified Party (“Indemnitee”) will (a) promptly notify the indemnifying Party (“Indemnitor”) of any indemnified claim or action; (b) give Indemnitor sole control of the defense and settlement of the claim or action (provided that the Indemnitee may participate in such defense at its own expense); and (c) at Indemnitor’s expense, cooperate with Indemnitor in connection with such defense or settlement of any such claim or action.  Indemnitor shall not, without the prior written consent of Indemnitee, acquiesce to any judgment or enter into any settlement that adversely affects Indemnitee’s rights or interests or settle any claim or action if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Indemnitee.  Any failure on the part of Indemnitee to promptly notify Indemnitor of an indemnified claim or action shall relieve Indemnitor of its obligations hereunder only to the extent that such obligations are prejudiced by such delay.

10.5 If, as a result of an Infringement Claim or a threatened Infringement Claim, Customer’s use of the Software (in whole or in part) is enjoined, then in addition to IDmission’ obligations under Section 10.1, IDmission shall, at its sole option and expense, do one or more of the following:  (a) obtain Customer the right to use the Software without any additional cost to Customer; or (b) modify the Software so that such become non-infringing without a material decrease in functionality. If the foregoing options are not reasonably practicable, IDmission may terminate this Agreement and refund to Customer all prepaid fees for the remainder of its Term after the date of termination.  This Section 10 represents IDmission’ entire obligation and Customer 's exclusive remedy regarding any third party intellectual property claims.

11. LIMITATION OF LIABILITY

11.1 EXCEPT WITH RESPECT TO (i) THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (ii) CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER SECTION 3.3; AND (iii) BREACHES OF THE CONFIDENTIALITY OBLIGATIONS OF SECTION 8: (a) NEITHER IDMISSION, ON THE ONE HAND, NOR CUSTOMER, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY WAS AWARE OF OR WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; IN EACH CASE, IRRESPECTIVE OF WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY, AND (b) THE AGGREGATE LIABILITY OF IDMISSION TO CUSTOMER FOR CLAIMS RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO IDMISSION HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY.  THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT RELATED TO ACTIONS UNDER THIS AGREEMENT.

In the event that any dispute arises between the Parties in connection with this Agreement, the construction of any provision of this Agreement or the rights, duties or liabilities of the Parties hereto under this Agreement, the Parties shall conduct negotiations in good faith to solve such dispute. If mutual resolution cannot be reached within sixty (60) days after the commencement of such negotiations, the dispute shall be referred to an Arbitrator appointed under Arbitration and Conciliation Act, 1996..  The arbitration shall be conducted before a panel of three (3) arbitrators, one (1) of whom shall be selected by each of the Parties and the other selected by the two (2) arbitrators so appointed. Each Party may be represented by legal counsel and may examine witnesses at any oral hearing of evidence. The arbitrators shall issue a written opinion stating their findings of fact and conclusions of law on which the decision is based. The arbitration proceedings shall be conducted in English. Any award made in such arbitration will be final and binding on the Parties. The Arbitrators and the Parties shall strive to conclude the Arbitration proceedings, including the passing of award, within sixty (60) days from the day of the first sitting of the Arbitration proceedings.  Notwithstanding the preceding provisions of this Section, a Party may seek injunctive relief under Section 8.4 above.

13.1 This Agreement will be governed by and construed in accordance with the laws of courts at Colorado, USA without regard for any conflict of law principle that might otherwise permit the application of the law of some other jurisdiction.  THE PARTIES EXPRESSLY OPT OUT OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.     

14.1 All notices and communications to IDmission shall be directed to:

IDmission, LLC
8445 Baseline Road
Boulder, CO 80303
Attn: Ashim Banerjee

14.2 All notices and communications to Customer will be directed to the email address and business address enrolled.

14.3 All notices given in writing shall be effective when either served by personal delivery or by certified or registered mail. To be effective, all such notices shall be addressed to the contact persons of the parties at their respective addresses as set forth above, or to such other addresses as either Party may later specify by written notice.
14.4 Notwithstanding the above provisions regarding notices by personal delivery, postal delivery, and electronic transmission, an electronic mail message sent by one Party to the other shall be deemed to constitute an effective notice hereunder only if (1) the electronic mail message notice prominently states that it is being given under this Agreement and requests an e-mail response acknowledging receipt; and (2) the responding electronic e-mail message (a) clearly refers to the specific email message to which it is responding, and (b) includes a copy of such text of such message. Further, to be effective, all such notices shall be addressed to the contact persons of the Parties at their respective email addresses as set forth above, or to such other email address as either Party may later specify by written notice.     

15. ASSIGNMENT

15.1 The Parties shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without the other Party’s prior written consent, provided that a Party may assign this Agreement without the consent of the other Party to any successor in interest, whether through a merger, purchase of a controlling interest of such Party’s outstanding voting equity interests or a purchase of all, or substantially all, of such Party’s assets, or other business combination.  Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.

16.1 Neither Party shall be in breach of any obligation under this Agreement to the extent it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of any unforeseeable act or event that prevents the affected Party from performing its obligations under this Agreement or complying with any conditions required by the other Party under this Agreement, if such act or event is beyond the reasonable control of and not the fault of the affected Party and such Party has been unable to avoid such act or event by the exercise of prudent foresight and due diligence (“Force Majeure”).  For clarity, in no event shall a Force Majeure excuse Customer of its obligation to pay the Fees.

16.2 The Party claiming the benefit of Force Majeure shall give notice to the other Party of the occurrence of an event of Force Majeure as soon as reasonably practicable and in any case within seven (7) days from the date on which such Party knew of the occurrence of an event of Force Majeure. The affected Party shall also forthwith provide notice to the other Party upon cessation of the relevant event of Force Majeure.

16.3 Each Party shall make all reasonable commercially available endeavors to mitigate any delay or interruption to any part of the performance of this Agreement as a result of the occurrence of an event of Force Majeure.

17. LOGO AND TESTIMONIALS

17.1 IDmission is granted a nonexclusive right to display Customer’s trademark logos, company name and in the following contexts: On website, in literature, in advertisements and for specific services, etc. 

17.2 IDmission agrees to strictly abide by the Customer’s standards for fair use of company material and trademarks. It is the responsibility of both parties to remain up-to-date on any and all changes made to these standards and to comply accordingly.

17.3 IDmission agrees not to use the logo, company name or copyright symbols in any way to indicate that it has any ownership or control of the Customer or its brands and products. IDmission further agrees not to use the logo, company name or copyright symbols in any way that would harm, diminish, or impair the Customer’s sales, prospects, brand name or reputation.

17.4 This agreement does not constitute an acquisition of a source trademark.

17.5 Customer may require IDmission to remove any and all references to its logo, name and copyright symbols at any time, and may do so through the correspondence methods contained in this agreement. In such an event, IDmission is obligated to remove all material within 30 days of the request date.

17.6 IDmission is granted rights to conduct interviews with designated Customer resources for the purposes of testimonials or case studies to be used for publication. 

18. MISCELLANEOUS

18.1 This Agreement, including any Schedules and documents referred to in this Agreement or attached hereto, constitutes the entire and exclusive statement with respect to its subject matter and supersedes any and all oral or written representations, understandings, or agreements relating thereto.  This Agreement may be modified, supplemented or changed only by an agreement in writing which makes specific reference to this Agreement and which is signed by authorized representatives of both Parties. No waiver regarding any breach of this Agreement shall constitute a waiver of any other breach.  Any delay by a Party in exercising in any respect any right provided for in this Agreement, shall not be deemed a waiver of the subject right or any further right under this Agreement.

18.2 If any portion of this Agreement is rendered invalid or otherwise unenforceable under applicable Laws or by a Governmental Authority with jurisdiction over the Parties, then the remainder of this Agreement will continue in full force unless such continuance will deprive one of the Parties of a material benefit hereunder or frustrate the main purpose(s) of this Agreement.  Further, if any provision of this Agreement is declared or found to be illegal, unenforceable, or void, the Parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision.

18.3 This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.  Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any entity, other than the Parties, and their respective successors and permitted assigns, any remedy or claim by reason of this Agreement, and any such remedies or claims shall be for the exclusive benefit of the Parties.

18.4 The Parties are independent contractors and nothing contained in this Agreement shall be construed to create or constitute a partnership, joint venture, or employment relationship between the Parties.  Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party.  

18.5 Except as expressly provided otherwise in this Agreement, in addition to any remedies provided in this Agreement, the  Parties shall have all remedies provided at law or in equity. The rights and remedies provided in this Agreement or otherwise under law or in equity shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this Agreement.

18.6 The rights and obligations of the Parties set forth in the following Sections, and any other provisions hereof that by their nature are intended to survive, shall survive the expiration or termination of this Agreement for any reason whatsoever: 3.3, 7, 8, 10, 11, 12, 13, and 17.

18.7 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

By accepting the Terms of Use during enrolment, the Parties hereto have duly executed this Agreement effective as of the day and year enrolment was completed.

Schedule A - Service Level Agreement

IDmission will use commercially reasonable efforts to ensure that the Software works in accordance with the agreed functionality/description and conforms to this Service Level Agreement. Support will be provided hereunder during the Term.

1. Support Definitions - Problem Priorities
   
   

   All problems will fall under 1 of the 3 priority categories as explained below.
   Priority 1 – Critical Problems
   The Software is completely unavailable. This can happen for several different reasons including, but not limited to, client application failure, server failure etc. Some guidelines for this Priority level are:

   • Software Platform is completely unavailable
   • Performance degradation beyond reasonably acceptable limits
   • No workaround is available
   • Software Application(s) or Software Platform has repeatedly crashed and hung (for any reason)
   • Serious business impact

    

   Priority 2 – Significant Problems
   The Software is available but is experiencing problems periodically. Some guidelines for this Priority level are:

   • Software Application(s) is extremely slow  
   • Software Platform is available but is experiencing problems periodically
   • Nominal business impact
   • Intermittent and/or infrequent Software crashes or hangs

    

   Priority 3 – Inconvenient Problems
   Problem happens often enough to be recognised as something that needs to be resolved quickly but not one that is causing Customer extended or frequent down times. Some guidelines for this Priority level are:

   • • • Service related questions
       • User interface errors
       • General technical inquiries
       • Configuration or set-up questions
       • Minimal business impact
         
         
2. Contacting Support
   

   Customer can contact IDmission by email during 24x7 hours to obtain the Support Services set forth in this Schedule A.  The IDmission contact information is listed as follows:
   Email:  support@idmission.com
   Support can also be obtained through the Support option through the IDentity web portal.

3. Service Levels
   

   Server Uptime
   IDmission will provide 99.9% uptime for the Software Platform. This excludes any outages due to preventive maintenance.
   
   Preventative Maintenance
   IDmission will conduct preventive maintenance at regular intervals. Maintenance is generally scheduled on the weekends (Saturday evening EST) during off hours to minimize impact. This will include checking the health of the IDmission servers and any connections between the IDmission servers and Customer that may be required for the solution.
   Most preventive maintenance will not impact customers.  If any problem is detected for which a service outage is necessary, in IDmission’s reasonable discretion, to rectify the detected problem, IDmission will give 48 hours notice before undertaking any planned maintenance.
   
   Once the Service is restored, IDmission will inform the Customer promptly.
   
   

   Response Times
   
   IDmission will offer the following commitment for Problem Response:

    

   Priority Category	SLA – Standard Support
   Priority 1	Response in 30 min
   Priority 2	Response in 4 hours
   Priority 3	Response in 2 business days

    

4. Problem Resolution/Escalation
   

   IDmission offers a Problem Resolution SLA to Customer, as well as an escalation path:

   
   Priority 1 – Critical Problems
   Agreed SLA – 90% of cases resolved within 6 hours. 100% of cases resolved within 2 working days

   
   Priority 2 – Significant Problems
   Agreed SLA – 90% of cases resolved within 1 working day. 100% of cases resolved within 2 working days.

   
   Priority 3 – Inconvenient Problem
   
   Agreed SLA – Notified bugs will be cleared by next regularly scheduled release.

    

5. Disaster Recovery
   

   IDmission uses AmazonEC2 as our cloud infrastructure – Amazon Elastic Compute Cloud (Amazon EC2) provides scalable computing capacity in the Amazon Web Services (AWS) cloud.
   
   All IDmission applications use different zones inside the AWS region.  AWS zones are different buildings within an AWS region.  This allows our applications to continue to work even if one AWS zone is down for any reason.
   
   Multi-zone configuration is not restricted to Applications but is done for the database and load balancers.  This ensures the complete IDmission Infrastructure will work without impact if one zone is down.  This provides us with a Disaster Proof solution through AWS.
   
   IDmission also takes regular back-ups of our applications and databases.  This allows us to recover in the event of a DB crash or corruption of data. The IDmission team can quickly recover by launching another instance of the application or DB using the backup to continue operations.
   
   Our load balance infrastructure helps us to launch instances and stop instances as per our load requirements.  Applications, servers and DBs are monitored using DataDog and Nagios for all load requirements.  Appropriate actions related to loads are taken as required.