Last modified: 09/01/2022
Welcome to SlashID. These terms are in place to govern your use of, and access to, our website (which we refer to in these terms as the “Site,” which also refers to any content, materials, functionality, information, products, and services offered on or through the Site).
The Site is owned and operated by IRD Holdings Corp., which we refer to, together with our affiliates, as “us”, “we” or “our”. When we refer to “you” and “your” in this notice, we are referring to you as a visitor to and user of the Site.
In addition to these terms, your use of the Site is governed by any other policies posted on or made available through the Site, including our Privacy Notice, which is available at https://www.slashid.dev/privacy-notice, and which is incorporated by reference into these terms.
In addition, if you license or purchase any of our products and services, your use of those products and services will be subject to additional terms and restrictions as set forth in the applicable agreement governing those products and services.
Acceptance of terms
YOU SHOULD CAREFULLY READ THESE TERMS. By accessing, browsing, or using the Site, you are creating a binding contract between you and us, and you acknowledge that you have read, understood, and agreed to be bound by these terms. If you do not agree to these terms or to any other policy, you should not access or otherwise use the Site.
We may make changes to the Site or these terms at any time. It is our practice to post any changes we make to these terms on this page, and any changes will be effective once the new terms are posted. It is your responsibility to check these terms for updates. You will be able to determine when these terms were last updated by referring to the “Last Modified” legend at the top. You understand and agree that your continued access to or use of the Site after any posted modification to these terms indicates your acceptance of the modification, even if you did not take the time to read the modification.
A. Eligibility to use site
You must be at least 18 years old to use the Site. By accessing, browsing, downloading, or otherwise using the Site, you represent and warrant to us that (i) you are at least 18 years old and have the capacity to enter into these terms, (ii) you are using your actual identity, (iii) you will provide us with only true, accurate, current, and complete information through the SIte, (iv) you will maintain and promptly update the information you provide to us to keep it true, accurate, current, and complete, (v) when applying for or taking any action with respect to your use of the Site, you are acting only for yourself, and (iv) you have read, understood, and agreed to these terms.
To make your use of the Site easier, you will have the opportunity to register on the Site with unique login information. By registering on the Site, you authorize us to act on any instructions received using your registration information. You agree not to disclose or share your login information to or with any third party. You also agree that you will be solely responsible for the maintenance and security of your login information, and that you will be solely responsible for any activities conducted on or through the Site made in connection with your login information, regardless of whether or not you are the individual who undertakes such activities. This includes any unauthorized access and/or use of your registration or any device you use to access the Site.
Intellectual property matters
A. Limited License Grant
The Site and all of its content are proprietary to us, and any unauthorized use of the Site or its content may violate copyright, trademark, and other laws. Subject to these terms, we grant you a limited, non-exclusive, and non-transferable license to use the Site solely for your personal, non-commercial use. In addition, with respect to all content and materials posted on or made available by us through the Site (the “Materials”): (x) you are permitted to use view, print, or download a single copy of such Materials solely for your own personal, non-commercial use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use, and (y) you have a limited, non-exclusive and non-transferable license to view, print, and download such Materials solely for such limited permitted use. Notwithstanding the foregoing, you may not download, republish, retransmit, reproduce, or use in any other way any image from the Site as a stand-alone file (i.e. separate from the article, text, caption, or other graphics used with the image in context on the Site ).
This is a license, not a transfer of title, and is subject to the following restrictions: you are not permitted to use the Site for any purpose other than for legitimate purposes relating to your business with us. Without limiting that general statement, you agree that: (i) you will not copy, reproduce, distribute, sell, license, publish, or create derivative works of the Site or any Materials made available to you through the Site; (ii) you will not use the Site to transmit any information or content that is illegal, abusive, pornographic, obscene, or otherwise objectionable; (iii) you will not use the Site in any way that may cause damage to, disable, or overburden the Site, impair its functionality, or otherwise interfere with any other party’s ability to use the Site; (iv) you will not reverse engineer, disassemble, decompile, or tamper with the security of the Site in any way; and (v) you will not use the Site in any way that violates any laws or regulations, or in any way that would infringe or violate the rights of any third parties.
You acknowledge and agree that your only rights in the Site are to use it in accordance with the license granted in these terms. Any unauthorized use of the Site and/or any Materials immediately and automatically without further action terminates the license granted in these terms. Upon any such termination, you will immediately destroy all Materials and copies thereof in your possession or under your control.
B. Ownership of site
We reserve and shall retain our respective entire right, title, and interest in and to the Site, including all copyrights, trademarks, and other intellectual property and proprietary rights in or relating to the Site.
Without limiting any other restrictions in these terms, except as expressly permitted by the license granted in these terms you may not reproduce, publish, distribute, display, modify, create derivative work from, or exploit in any way, in whole or in part, any Materials or other content made available on or through the Site without our prior express written consent.
The trademarks and logos, and all related names, logos, products and Site names, designs and slogans used and displayed on the Site, including “SlashID,” “/ID,” and all related logos, are our proprietary trademarks. You may not use such marks without our prior written permission. Further, you may not use any metatags, meta elements, ‘hidden text’ or other equivalents using our or our tenants’ names without our or their, as applicable, prior written authorization. You will not remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site.
You understand and agree that when you use the Site, you may provide us with documents, data, information, and other content and materials (collectively, “Communications”) that may be used by us as necessary to facilitate your interaction with the Site, including any requests for demos.
You are responsible for all Communications you provide to us. By providing us with any Communications, you represent and warrant that you have the authority to provide those Communications, and that all information included in the Communications is true, accurate, current, and complete.
You understand that once Communications have been provided to us we may not be able to return them to you, and we are under no obligation to do so. It is your responsibility to ensure that you keep backup copies of all Communications you provide to us.
If you request a product demo or other information about our products and services, you understand and agree that we will be using the Communications to respond to your inquiry and provide you with the requested materials. You authorize us to use the Communications for those and any reasonably related purposes consistent with our Privacy Notice, which is available at https://www.slashid.dev/privacy-notice.
Professional tier conditions
A. SlashID has developed and operates an identity infrastructure platform used to screen, authenticate, and manage user data (as further described on this website, the “Platform”).
B. Client wishes to obtain from SlashID, and SlashID wishes to provider to Client, a license to use the Platform, as well as associated services, on the terms set forth in this Agreement.
- Definitions. In addition to the terms defined throughout this Agreement:
a. “Agreement” means this Master Services and Software Agreement, together with all schedules and exhibits (and any amendments entered into in accordance with the terms of this Agreement).
b. “Applicable Laws” mean all US federal, state, local, municipal, foreign, and other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, decrees, rules, opinions, regulations, rulings, and other requirements issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority to which a Party may be subject or under which a Party may exercise rights in connection with this Agreement.
c. “Authorized Personnel” means the officers, directors, and employees of Client, and the contractors of Client approved in writing by SlashID, such approval not to be unreasonably withheld or delayed.
d. “Business Day” means any day other than a Saturday or Sunday or other day on which banks are required or authorized to close in the United States or the United Kingdom.
e. “Change” means any addition, upgrade, update, reduction, deletion, modification, improvement, amendment, or adjustment to the Services, other than any Maintenance Release.
f. “Client Data” means the data and information that is input, uploaded, submitted, or stored by Client or End Users in the Platform, including any such information that is provided to or received by SlashID in connection with providing the Services. Client Data constitutes Confidential Information of Client.
g. “Client Dependencies” mean (i) approvals; (ii) delivery of any service, information, or material; and (iii) any other acts or omission that in each case are reasonably required from Client or any of its affiliates, partners, contractors, employees, or representatives in order for SlashID to provide the Services. h. “Client IP” means any and all intellectual property now or hereafter owned by Client, including any and all modifications, upgrades, enhancements, or amendments developed at any time, including Client Data, all technical information, technical data, inventions, products, designs, methods, know-how, processes, copyrights, patents, trade secrets, Client Marks, software, source code, models, patterns, drawings, specifications, prototypes, discoveries, techniques, systems, works of authorship, ideas, and concepts, including any modifications, updates, and enhancements thereof, together with all Intellectual Property Rights therein. i. “Client Systems” mean Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services. j. “Confidential Information” means any and all information relating to or disclosed in the course of this Agreement by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), relating to the business of the Disclosing Party, including information relating to the Disclosing Party’s technology, finances, customers, suppliers, processes, procedures, research, developments, plans, and/or marketing, or which otherwise is or should be reasonably understood to be confidential or proprietary to the Disclosing Party, including Personal Information and, in the case of SlashID, the Source Code and other trade secrets relating to the Platform. Confidential Information does not include any information (other than Personal Information) that the Receiving Party can demonstrate (i) was publicly available at the time of disclosure to it; (ii) was published or otherwise became publicly available after disclosure to the Receiving Party, through no fault of the Receiving Party; (iii) was at the time of disclosure already in the possession of the Receiving Party from a third party who had a lawful right to such information and who disclosed such information to the Receiving Party without a breach of any duty owed to the Disclosing Party or any third party; or (iv) can be shown by written records to have been independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. k. “Data Center Service Provider” means the cloud storage service provider utilized by SlashID. l. “Data Protection Laws” mean (i) any Applicable Laws relating to the processing of personal data, privacy and security and any successor legislation, as implemented in any jurisdiction, including (A) the EU regulation 2016/679 - General Regulation on the Protection of Personal Data (“GDPR”, which term will also include the UK General Regulation on the Protection of Personal Data), (B) the California Consumer Privacy Act, as updated and amended by the California Privacy Rights Act (“CCPA/CPRA”), (C) the Virginia Consumer Data Protection Act of 2021 (“VCDPA”), and (D) the Colorado Privacy Act of 2021 (“CPA”); (ii) any other Applicable Laws relating to Personal Information and/or data privacy, including any Applicable Laws ratifying, implementing, adopting, supplementing, or replacing GDPR, CCPA/CPRA, VCDPA, and/or CPA; and (iii) any other regulations or guidance relating to Personal Information and/or data privacy issued by any Governmental Authority, in each case, to the extent in force, and as such are updated, amended or replaced from time to time. m. “De-Identified Client Data” means Client Data that has been sufficiently anonymized or de-identified such that cannot identify or be used to identify Client or any Personal Information of Client, and with respect to which SlashID has implemented technical safeguards that prohibit the re-identification of any Personal Information of Client. n. “Documentation” means Platform user documentation, including applicable training materials, instructions, guidelines, and other applicable written or electronic materials that SlashID makes externally available to Client to assist Client with the use of the Platform, which will be deemed incorporated into any reference to Platform unless otherwise expressly indicated. o. “End User” means an end customer of Client who accesses the Platform online or through Client’s designated mobile application and who uses the Platform, as hosted and operated by SlashID, for the purposes of engaging in a business transaction with Client. p. “Governmental Authority” means any government, governmental authority, regulatory authority, agency, commission, quasi-governmental or private body exercising regulatory authority, court, tribunal, or similar authority, having jurisdiction over a Party. q. “Intellectual Property Rights” mean all proprietary rights whether now existing or later created, in any form or format, including all (i) inventions (whether patentable or not), patents, patent applications, improvements, or modifications; (ii) works of authorship (whether copyrightable or not), unregistered and registered copyrights, copyright applications, software, and all derivative works of the foregoing; (iii) data, databases, algorithms, objects, routines, templates and documentation; (iv) trade secrets and other confidential information, including ideas, processes, formulas, research and development information, specifications, designs, plans, proposals, technical data, and other information with respect to services rendered hereunder; (v) other intellectual property rights, including trademark, trade name, service mark and trade dress rights; (vi) copies and tangible embodiments of all of the foregoing (in whatever form or medium); and (vii) all licenses and rights to royalties, damages and payments under and with respect to all of the foregoing. r. “Losses” mean claims, suits, actions, or proceedings brought by a third party and any resulting damages, costs, liabilities, losses, fines, penalties, and expenses, including reasonable attorneys’ fees. s. “Permitted Use” means offering, providing, selling, and administering Client’s products and/or services via Client’s website and mobile application. t. “Personal Information” means any data or information that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, or household; or (ii) is considered or defined as personal information or personal data (or words of similar meaning) under any Data Protection Laws. u. “Regular Support Hours” mean between the hours of 8:00 AM and 6:00 PM, Greenwich Mean Time (GMT) on Business Days. v. “SlashID IP” means any and all intellectual property now or hereafter owned by SlashID or its licensors, including the Platform and any Services and anything related thereto, including any and all modifications, upgrades, enhancements, or amendments developed at any time, including any data other than Client Data, all technical information, technical data, inventions, products, designs, methods, know-how, processes, copyrights, patents, trade secrets, SlashID Marks, software, source code (including the Source Code), models, patterns, drawings, specifications, prototypes, discoveries, techniques, systems, works of authorship, ideas, and concepts, including any modifications, updates, and enhancements thereof, together with all Intellectual Property Rights therein. w. “Source Code” means the source code and all related documentation for the Platform (including any documentation that describes the process for building, compiling, installing, and operating Platform, any decryption tools needed for the foregoing, and any other material needed to independently use and maintain the Platform.
- Services. a. Subject to the terms and conditions of this Agreement, SlashID will provide the following services to Client (collectively, the “Services”): i. a license to use the Platform as set out in Section 3; ii. the hosting and operation services as set out in Schedule 1 (the “Hosting Services”); and iii. the maintenance and support services as set out in Section 4 (the “Support Services”). b. If Client desires to make any Changes to the Services, Client will submit a written request for such Changes to SlashID, and will provide SlashID with sufficient details to enable SlashID to determine whether it is capable of making such Changes and the effect of such Changes on any Fees payable pursuant to this Agreement (a “Change Order”). Within 30 days of its receipt of such Change Order, SlashID will provide a written estimate to Client of (i) the likely time required to implement the requested Changes; (ii) any necessary variations to the Fees and other charges for Services arising from the Changes; and (iii) any other material impact the Changes may have on the performance of this Agreement (a “Change Estimate”). Promptly after receipt of the Change Estimate, the Parties will reasonably negotiate and agree in writing on the final terms of the Changes, which will be set forth in a written addendum to this Agreement. Neither Party will be bound by any Change Order or Change Estimate unless and until the scope of any Changes is mutually agreed upon in writing. c. If a Party reasonably determines that a Change is required to comply with Applicable Law (any such change, a “Regulatory Change”), each Party agrees to consider the implementation of such required Regulatory Change on terms and conditions that would reasonably and in good faith be acceptable to both Parties, taking into account the nature of the Regulatory Change and the risks to each party of not implementing such Regulatory Change. If the parties are unable to agree on the necessity of the Regulatory Change or the implementation of the Regulatory Change (including the effect of the Regulatory Change on the functionality of the Platform or the Fees and other charges payable hereunder), or if such Regulatory Change results in SlashID no longer being able to provide the Services in the manner set forth herein, either Party will be entitled to terminate this Agreement in accordance with Section 9. d. Client acknowledges that SlashID’s ability to provide the Services is contingent on the timely completion of all Client Dependencies within the time frames, if any, set forth in any Schedule hereto or as otherwise specified to Client in writing. Client will accordingly perform all Client Dependencies and otherwise cooperate with SlashID in the performance by SlashID of the Services, including by providing SlashID with reasonable access to Client’s personnel. If any Client Dependency is not substantially completed as required, then any SlashID obligation that is contingent on such Client Dependency will be extended by an appropriate period, taking into account the nature and scope of the Client Dependency and the Services related thereto. e. Each Party will supply a primary point of contact responsible for the implementation of this Agreement on behalf of such Party, including coordinating and escalating meeting requests between the Parties as reasonably necessary.
- License Grant.
a. Subject to the terms and conditions of this Agreement, SlashID hereby grants to Client, for the Term, a non-exclusive, non-transferrable, non-sublicensable, and revocable right and license (the “License”) to: i. access and use an executable version of the Platform as hosted and operated by or on behalf of SlashID, including to make the Platform available for access and use by End Users on a commercial basis, solely for the Permitted Use; and ii. access and use the Documentation solely for the purpose of supporting Client’s and its End Users’ use of the Platform in accordance with this Agreement.
b. All rights not expressly granted herein are reserved by SlashID. Neither the License nor anything else in this Agreement will be deemed to grant Client any license or rights to use any other SlashID products and/or services, or any other SlashID IP. c. Client’s use of the Platform will be subject to the following: i. Client will permit only Authorized Personnel to print, copy, download, and store a reasonable number of copies of the Documentation. ii. For the avoidance of doubt, except as expressly permitted by this Agreement, Client will not (A) download, copy, modify, or translate the Platform or any other SlashID IP; (B) assign, transfer, distribute, lease, rent, export, sell, sublicense, or otherwise grant any rights to the Platform granted to Client hereunder to any other Person; (C) alter, circumvent, or otherwise override any security, limitation, or other protection devices, features, or mechanisms in the Platform or any other SlashID IP; (D) decompile, reverse engineer, disassemble, or create derivative works from the Platform or any other SlashID IP, otherwise attempt to discover the Source Code, object code, or underlying structure, ideas, or algorithms of the Platform or any other SlashID IP; (E) alter, circumvent, or otherwise override any device or mechanism implemented by SlashID as a part of the Platform or otherwise to monitor, verify, or limit access to or use of the Platform; (F) utilize the Platform or any other SlashID IP to collect information or undertake any activities for any purpose not expressly permitted by this Agreement, including any purpose that is competitive with the Platform or SlashID’s business; or (G) attempt to do or assist any other person in attempting to do any of the foregoing (any of the foregoing, “Prohibited Actions”). iii. Without limiting the foregoing, Client will not use (or allow use of), and will use its best efforts to ensure that the End Users do not use (or allow use of) the Platform or Services in any manner (A) that violates any Applicable Laws; (B) that is prohibited by any SlashID policy or the policy of any third party service provider used by SlashID to host the Platform, as communicated by SlashID to Client from time to time; (C) that will interfere with or disrupt the integrity or performance of, or a third party’s (including any other End User’s) use or enjoyment of, the systems or network on which the Platform is hosted; (D) that uses the Platform or Services to create, transmit, distribute, or store material that violates any Intellectual Property Rights of third parties or any privacy, publicity, or other personal rights of third parties, that may be threatening, abusive, or hateful, or that constitutes or encourages conduct that may constitute fraud or a criminal offense or otherwise may give rise to civil liability; (E) that seeks to access anything on the systems or network on which the Platform is hosted, other than the Platform; (F) that seeks to delete, corrupt, or prevent access to any data processed or stored by the Platform; or (G) that attempts to penetrate or override any security measures (any of the foregoing, also “Prohibited Actions”). iv. If Client in any way makes, facilitates, aids, or encourages any Prohibited Action, SlashID may, in its sole discretion (A) immediately suspend all access to or use of the Platform or Services; and (B) if Client fails to correct or cause the correction of such Prohibited Action within 5 days of receipt of written notice from SlashID, terminate this Agreement as provided below. d. Client acknowledges and agrees that any breach of Section 3.c above will constitute a material breach of this Agreement that is not capable of cure, and in the event of any such breach, SlashID may terminate this Agreement effective upon written notice to Client, and will entitled SlashID to seek, in addition to its other rights and remedies hereunder or at law, injunctive or other equitable relief, and such further relief as may be proper, from any court of competent jurisdiction.
- Hosting, Maintenance, and Support Services. a. SlashID will provide, as a part of the Services, the Hosting Services, including maintenance of the Availability Commitment as defined in and further described on Exhibit A. b. SlashID will make available to Client any update, upgrade, release, new version, or other adaptation or modification of the Platform, including any updated Documentation, that SlashID may generally provide or make available to its licensees of the Platform from time to time during the Term (each, a “Maintenance Release”), which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Platform, provided that SlashID will be under no obligation to provide any Maintenance Releases. Client acknowledges that SlashID may discontinue support of a version of the Platform created using a prior version of the Platform, and may require Client to use the most recent Maintenance Release in order to receive support services. To the extent that any work is required to conform any Maintenance Release to any specifications set forth in this Agreement, Client acknowledges that any such Changes will be subject to the Change process set forth in Section 2.b. c. Client will be responsible for providing first level support to End Users in connection with the Platform. If Client requires more advanced support from SlashID, SlashID will use commercially reasonable efforts during Regular Support Hours to respond to reasonable support inquiries sent to SlashID by Client in accordance with this Agreement. SlashID will in its reasonable discretion determine the priority of any such requests, and the manner in which such underlying issues should be addressed. d. For the avoidance of doubt, SlashID will not be required to provide any support in respect of any Client Systems, any third party software, any issues not caused by the Platform, or any other Exclusions as defined in Exhibit A.
- End Users; End User Accounts.
a. Client acknowledges and agrees that the ability to complete a transaction using the Platform will only be made available to End Users who have expressly agreed to be bound by the terms and conditions as set forth in an End User License Agreement provided by Client (the “EULA”). The EULA will include terms and conditions relating to the Platform as required by SlashID, including prohibiting End Users from engaging in any Prohibited Action. For the avoidance of doubt, the EULA will not include any representation, warranty, or covenant of SlashID in favor of End Users. Client will not amend any provisions of the EULA relating to the Platform, or enter into any agreement with any End User that is inconsistent with the terms of the EULA, without the prior written consent of SlashID. b. Client will use its best efforts to ensure that End Users comply with the applicable terms of the EULA, and to enforce the terms of the EULA (including all disclaimers and limitations of liability against the End User for the benefit of SlashID). If Client learns of any breach of the EULA by any End User (including as a result of notice from SlashID), Client will take prompt corrective action, at Client’s expense, to cause the End User to remedy the breach and/or obtain all other available relief, and will notify SlashID in writing of the breach and the corrective action taken. Such measures will not preclude SlashID from also taking corrective action. At SlashID’s option, Client will permit and reasonably assist SlashID with enforcement of the terms of the EULA against the End User for the benefit of SlashID.
- Additional Client Responsibilities. a. To the extent applicable to the Services, the Parties acknowledge and agree that Client is solely responsible for ensuring compliance with all Applicable Laws relating to its use of the Platform, including any applicable laws relating to End Users and the use of the Platform by Client and End Users. Without limiting the foregoing, Client will only make the Platform available for use by End Users in jurisdictions where it is legal to do so, and will not distribute or otherwise make available the Platform to or in prohibited countries, persons, or entities, as indicated by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury. b. Without limiting any other obligation hereunder, Client will (i) establish and maintain appropriate internal policies and procedures to support Client’s compliance with Applicable Laws; and (ii) update such policies and procedures as necessary in connection with any Regulatory Change or as otherwise necessary to ensure compliance with Applicable Laws. Client will promptly, and in any event within 10 days (or such shorter period as may reasonably be required by SlashID under the circumstances surrounding such request), provide SlashID with such information, documentation, and assistance as SlashID may reasonably request from time to time in order to (A) evidence Client’s compliance with this Section; (B) respond to any activity or situation, including any unusual or suspicious activity, that raises or potentially raises any issues under Applicable Laws, including termination of any End User’s access to and use of the Platform; and (C) respond to any inquiry, investigation, audit, or other engagement of SlashID by any Governmental Authority. In addition, Client will provide to SlashID promptly following receipt copies of all material correspondence, filings, or communications between Client and any Governmental Authority relating to the Platform or other Services. c. Client will ensure that it obtains all required consents under, and is otherwise in compliance with, all Data Protection Laws, including in respect of any Personal Information of End Users disclosed to SlashID in connection with the Platform or the Services, including as required for SlashID to collect, use, store, and disclose such Personal Information in connection with providing the Services.
- Fees, Reconciliation, and Payment a. Client will pay the fees and expenses set forth in Schedule 2 (the “Fees) in consideration for the License and the provision of Services. Fees will be reconciled and paid in accordance with the procedures described in Schedule 2. b. If any payment due to SlashID hereunder is not received by the applicable due date (subject to Client’s dispute rights set forth below), Client will pay interest on all such unpaid amounts commencing as of the due date for such payment, with such interest accruing daily at the rate of 3% or, if lower, the maximum rate allowed by Applicable Law. SlashID will provide Client 30 days’ notice to correct a delinquency in payment. After the expiration of such notice, if Fees remain unpaid, SlashID will have the right, in its sole discretion and in addition to and without prejudice to any other rights and remedies under this Agreement or at law or in equity, to (i) suspend Client’s use of the Services and purse payment by all legal means; or (ii) to terminate this Agreement. c. If Client reasonably disputes any Fees owed hereunder, Client may withhold payment of the disputed Fees, provided that Client so notifies SlashID of the nature of its objection prior to the due date for such disputed Fees and promptly pays any undisputed amount. The Parties will thereafter use commercially reasonable efforts to resolve such dispute in accordance with the dispute resolution provisions of this Agreement. d. All Fees payable hereunder or otherwise in connection with the License and the Services are exclusive of all applicable sales, use, transfer, and other taxes and duties imposed with respect to the provision of the Services, and all payments will be made without deduction for any withholding taxes.
- Warranties and Disclaimers.
a. SlashID represents and warrants that (i) the Platform and Services will materially conform to the provisions of this Agreement and all Documentation; (ii) in providing the Services, SlashID will act in accordance with industry best practices, including as related to data security and protection of Personal Information; and (iii) the Services will be provided in all material respects in accordance with Applicable Laws, including Data Protection Laws. b. Without limiting the foregoing, SlashID will utilize a Data Center Service Provider and other reasonable means to maintain data privacy and information security protocols, including physical, technical, administrative, and organizational safeguards that are designed, in accordance with applicable industry practices and standards, to (i) ensure the security and confidentiality of Personal Information; (ii) protect against anticipated threats or hazards to the security or integrity of Personal Information; and (iii) protect against unauthorized disclosure, access to, or use of Personal Information. Subject to the foregoing, Client acknowledges that Hosting Services are provided from the data centers of the Data Center Service Provider, and that SlashID relies and depends upon the Data Center Service Provider utilizing reasonable means to maintain data privacy and information security protocols, including physical, technical, administrative, and organizational safeguards that meet the standards set forth in this Agreement. SlashID will not be liable for any failure of the Data Center Service Provider to maintain such protocols. c. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “ AS IS” AND “AS AVAILABLE” AND AT THE RISK OF CLIENT. NEITHER SLASHID NOR ANY OF ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE BUSINESS PARTNERS, CONTRACTORS, LICENSORS, CONTENT PROVIDERS (OTHER THAN CLIENT), SERVICE PROVIDERS, MEMBERS, EMPLOYEES, PERSONNEL, OFFICERS, DIRECTORS, MANAGERS, AGENTS, OR OTHER REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE PLATFORM OR SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SLASHID AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR IN EQUITY OR BY CUSTOM OR FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, COMPLIANCE WITH APPLICABLE LAW, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PLATFORM, THE SERVICES, ANY CLIENT DATA, OR OTHERWISE RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUT SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, SLASHID DOES NOT REPRESENT OR WARRANT THAT (i) THE PLATFORM OR SERVICES WILL MEET CLIENT’S OR ANY END USERS’ NEEDS OR REQUIREMENTS; (ii) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, CONTINUOUS, OR FREE OF DEFECTS, ERRORS, OR INACCURACIES; (iii) THE FUNCTIONS CONTAINED IN THE PLATFORM WILL OPERATE IN ALL THE COMBINATIONS SELECTED FOR USE BY CLIENT; (iv) THE PLATFORM IS SECURE OR INVULNERABLE TO CYBER ATTACKS; or (v) THE PLATFORM OR ANY CLIENT DATA WILL BE SAFE FROM UNAUTHORIZED ACCESS, MANIPULATION, OR INTERFACE. d. Client represents and warrants that (i) it is conducting and has conducted its business and operations in compliance with all material respects with Applicable Laws, including Data Protection Laws; (ii) Client has made all required filings with Governmental Authorities; (iii) Client has not received any notice or written communication from any Governmental Authority, self-regulatory organization, or private party alleging non-compliance with any Applicable Law; and (iv) there are no civil, criminal, or administrative actions, suits, demands, claims, complaints, hearings, investigations, demand letters, warning letters, proceedings, investigations or requests for information pending or, to Client’s knowledge, threatened against Client.
- Term and Termination. a. This Agreement will commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, will continue in effect for a period of 1 months (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive 1-month periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”) unless either Party provides the other with written notice of non-renewal at least 60 days prior to the end of the then-current Term. Fees with respect to any Renewal Term will be at SlashID’s then-current rates, provided that SlashID provides notice to Client of any increase in Fees at least 90 days prior to the end of the then-current Term. b. This Agreement may be terminated (i) by either Party, effective upon written notice, in accordance with Section 2.c; (ii) by SlashID, effective upon written notice, in accordance with Section 3.d, 7.b, or 13.a; (iii) by Client, effective upon written notice, in accordance with Exhibit A; (iv) by either Party, upon 10 Business Days’ prior written notice (or such shorter period as required by Applicable Law), if such Party determines, based on advice from legal counsel, that use by Client or its End Users of the Platform or the provision of the Services violates Applicable Law; (v) by either Party if the other Party fails to perform any of its material obligations hereunder or otherwise materially breaches this Agreement, and such breach, if capable of cure, is not remedied within 30 days of written notice of such breach; or (vi) by either Party, effective upon written notice, if the other Party (A) ceases to carry on its business, (B) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven Business Days or is not dismissed or vacated within 30 days after filing, (C) is dissolved or liquidated or takes any corporate action for such purpose, (D) makes a general assignment for the benefit of creditors, or (E) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. c. Upon any termination or expiration of this Agreement (i) all amounts owing by Client to SlashID will immediately become due and payable; (ii) subject to any Transition Period, the License will terminate, and Client will immediately cease all access to and use of the Platform and all related Documentation, and SlashID will be permitted to suspend or terminate any access to the Platform by Client or its End Users; and (iii) Client will permanently delete all copies of the Documentation in Client’s possession or control. d. In the event of any expiration or termination of this Agreement other than for Client breach, Client may request transition assistance from SlashID for a period of up to three months from the effective date of termination (the “Transition Period”), which may include continued provision of Services and the transfer of Client Data to a new platform and/or service provider (“Transition Services”). Client will pay for any fees and expenses associated with such Transition Services at SlashID’s then-current rates. At the end of the Transition Period, or, if no Transition Period is applicable, upon termination of the Agreement, SlashID will provide Client with up to 90 days to retrieve its Client Data, and following such 90-day period may delete such Client Data. SlashID will reasonably cooperate with Client with respect to its retrieval of such Client Data, including by providing Client with such Client Data in a standard, transferrable format at no additional charge to Client. e. Expiration or termination of this Agreement for any reason will not relieve either Party of any obligation accrued prior to such termination, and will be without prejudice to the rights and remedies of each Party with respect to any breach or default of this Agreement prior to termination. f. Anything in this Agreement to the contrary notwithstanding, the termination of this Agreement will not affect the respective rights and obligations of the Parties under any Section of this Agreement that by its nature must survive termination in order to achieve its fundamental purpose, including Sections 7, 8, 10, 11, 12.a, 12.b, 13, 14, and 15.
a. In connection with the performance of this Agreement, either Party as a Disclosing Party may disclose to the other Party as a Receiving Party certain Confidential Information (which disclosure may be made orally, in writing, electronically, through facility visits, or through other means). The Receiving Party agrees that it will (i) maintain the Disclosing Party’s Confidential Information in strict confidence and adopt appropriate safeguards with respect to such Confidential Information, to the same extent and using the same means that it uses, or should reasonably be expected to use, to protect its own Confidential Information of a similar nature (but in no event using less than a commercially reasonable standard of care and any measures required by Applicable Law); (ii) not disclose any of the Disclosing Party’s Confidential Information except as expressly permitted by this Agreement; and (iii) use such Confidential Information solely as permitted by this Agreement. b. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees or contractors who have a need to know such Confidential Information in connection with the performance of any obligations and/or the exercise of any rights of the Receiving Party under this Agreement, provided that they have been informed of the confidential nature of such Confidential Information and are bound by comparable and enforceable confidentiality obligations with respect to same. c. The Receiving Party will not make copies of any portion of the Disclosing Party’s Confidential Information, except as required in connection with the performance of any obligations and/or the exercise of any rights of the Receiving Party under this Agreement. d. The Receiving Party will notify the Disclosing Party promptly in writing in the event of any loss or unauthorized access to or disclosure of the Disclosing Party’s Confidential Information or any breach of the terms of this Section 10. e. If the Receiving Party is served with a court order compelling disclosure of any Confidential Information of the Disclosing Party, it will provide the Disclosing Party with immediate notice thereof and with a reasonable opportunity to oppose disclosure, and will reasonably cooperate with the Disclosing Party in contesting such disclosure, in good faith and at the Disclosing Party’s cost. f. The Receiving Party acknowledges and agrees that any breach of this Section 10 may cause the Disclosing Party irreparable hardship for which damages may not be an adequate remedy. Accordingly, in the event of any breach or threatened breach of this Section 10, the Disclosing Party will, in addition to all other rights and remedies available in law or equity under this Agreement or otherwise, be entitled to injunctive relief. g. Upon the expiration or termination of this Agreement, or promptly upon the request of the Disclosing Party, the Receiving Party will promptly return or, at the option of the Disclosing Party permanently and irrevocably destroy and certify the destruction of, the Confidential Information of the Disclosing Party then in the Receiving Party’s possession or control. Notwithstanding the foregoing, the Receiving Party will not be obligated to return or destroy any such Confidential Obligation to the extent that the maintenance of such Confidential Information is required by Applicable Law or by any internal compliance policy or procedure, including any requirement to retain email on an automated email archive system or any requirement regarding the backup storage of electronic data, provided that any Confidential Information so retained will remain subject to this Section 10.
- Intellectual Property. a. Client acknowledges and agrees that SlashID (or its licensors) are the owners of all right, title, and interest in, to, and under all SlashID IP, including all Intellectual Property Rights in the Services, including (i) the Platform; (ii) any other products or services offered by SlashID; (iii) any customizations, enhancements, and/or new functionality to, or derivative works of, the Platform or other SlashID IP; (iv) all technology used in connection with the Services; and (v) all content, including text, software, music, sound, photographs, video, graphics, or other material contained in the Platform or the Services, other than Client Data or any Client Marks. Client acknowledges and agrees that such SlashID IP is protected by Intellectual Property Rights and Applicable Laws, and that Client does not have and is not entitled to any proprietary rights in any SlashID IP, except for the rights and licenses expressly granted by this Agreement. The SlashID name and logo, and any other trademarks, trade names, service marks, graphics, logos, and domain names used by SlashID in connection with the Platform and the Services or other products or services offered by SlashID (collectively, “SlashID Marks”) are the property of SlashID. Client will not use any SlashID Marks except with the prior written consent of SlashID. b. SlashID acknowledges that Client (or its licensors) are the owners of all right, title, and interest in, to, and under all Client IP. SlashID acknowledges and agrees that such Client IP is protected by Intellectual Property Rights and Applicable Laws, and that SlashID does not have and is not entitled to any proprietary rights in any Client IP, except for the rights and licenses expressly granted by this Agreement. Client’s trademarks, trade names, service marks, graphics, logos, and domain names used by Client in its Business (the “Client Marks”) are the property of Client or its Licensors. SlashID will not use any Client Marks in connection with the Services or any other SlashID products or services, except in connection with providing the Services, and except that any marketing, sales, and training efforts by SlashID may include reference to Client and the Services offered hereunder, and that SlashID may use the Client Marks in advertising, on the SlashID website, and in promotional materials, in any and all formats, platforms, or other media or social media now existing or hereafter created, in each case provided that SlashID notifies the Client of any such use and that SlashID will not utilize any Client Marks if Client reasonably objects to such usage. c. During the Term, Client hereby grants to SlashID a limited, non-exclusive, royalty-free, sublicensable, and transferrable right to use Client Data and such other Client IP that Client provides to SlashID, or requests that SlashID use in providing the Services, solely as necessary for SlashID to perform its obligations under this Agreement (which for the avoidance of doubt shall include customer identification and verification purposes and fraud prevention) and as otherwise approved in writing by SlashID. Client represents and warrants to SlashID that it has all right, title, and interest in, to, and under all Client IP as necessary to grant any rights to SlashID hereunder and as required for SlashID to perform the Services as contemplated by this Agreement. d. Client hereby grants to SlashID a royalty-free, sublicensable, transferrable, and perpetual license to use, incorporate into, and otherwise exploit in connection with the Platform and other SlashID IP any suggestions, enhancement requests, recommendations, and other feedback by Client related to the Platform.
- Client Data; Personal Information; Data Security. a. As between the Parties, Client is the owner of all right, title, and interest in, to, and under, all Client Data, and SlashID will have no right, title, or interest therein, except as expressly provided in this Agreement (including Section 11.c above). b. Client hereby grants to SlashID the sublicensable, transferable, and perpetual right to use De-Identified Client Data and provide De-Identified Client Data to its Representatives solely (i) to provide other clients and customers of SlashID and its affiliates with statistical, comparative data on use of the Platform, such as access and usage patterns of SlashID’s products and services as necessary to evaluate performance and for the purpose of identifying and preventing fraud; and (ii) to provide and improve its products and services; provided that any such use is permitted by Applicable Law. c. Without limiting any other provision of this Agreement, the Parties agree to comply with SlashID’s Data Processing Addendum (DPA), which is attached to this Agreement as Exhibit B and is hereby incorporated by reference and is a part of this Agreement. d. SlashID will maintain a business continuity and disaster recovery plan for the Platform (a “Plan”), and will implement such Plan in the event of any unplanned interruption of the Portal, and will actively test, review, and update such Plan on at least an annual basis using commercially reasonable industry practices. Periodically, SlashID will obtain regular, independent, third party assessments, audits, or certifications (such as SOC reports and any other general or sector-specific privacy and data security assessments) as are reasonably and customary in SlashID’s line of business, taking into account the level of risk associated with the Services. e. Client acknowledges and agrees that Client’s and End Users’ electronic communications will involve transmission over the internet and over various networks, which may not be owned or operated by SlashID. Client further acknowledges and agrees that such electronic communications may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone, or other electronic means. SlashID is not responsible for any electronic communications that are delayed, lost, altered, intercepted, or stored during transmission across networks not owned or operated by SlashID, including the internet, Clients’ and End Users’ local networks, and any Client Systems.
- Indemnification. a. SlashID will defend and hold harmless Client and its affiliates, and their respective shareholders, members, employees, personnel, officers, directors, managers, agents, and representatives (collectively, “Client Parties”) from and against any and all Losses of such Client Party to the extent arising out of or resulting from: i. Any grossly negligent or intentionally wrongful act of SlashID in connection with this Agreement; ii. Any failure of SlashID to comply with Applicable Laws in connection with this Agreement; and iii. Any allegation that the Platform or the Services as used by Client in accordance with the terms of this Agreement (but excluding any Client Data and Client IP) infringes, misappropriates, or otherwise violates a third party’s Intellectual Property Rights (an “IP Infringement Claim”). In the event of any IP Infringement Claim, if SlashID, in its sole discretion, believes that such IP Infringement Claim is valid or that an adverse judgment in respect of such IP Infringement Claim is likely, then SlashID may, at its sole option, (A) obtain a license from such third party claimant that allows Client to continue to use the Platform and receive the Services as contemplated by this Agreement; (B) modify the Platform and/or Services to be non-infringing; or (C) if neither (A) nor (B) is available to SlashID on commercially reasonable terms, terminate this Agreement on written notice to Client. If SlashID terminates this Agreement pursuant to the foregoing sentence, SlashID will promptly refund to Client the pro rata portion of any Fees already paid with respect to the remaining Term. This Section 13.a set forth the entire liability of SlashID and the exclusive remedy of Client in the event of any IP Infringement Claim. SlashID will have no liability to any Client Party to the extent any claim for infringement hereunder (x) is based on any modification or customization of the Platform at the direction of Client or any third party acting on behalf of Client; (y) is based on the combination or use of the Platform (or any component) with any Client Systems or other software, hardware, system, method, device, or materials provided or required by Client; or (z) results from Client’s or any End User’s use of the Platform in a manner that is inconsistent with the Permitted Use or is in breach of this Agreement. For the avoidance of doubt, SlashID will have no liability under this Section 13.a or otherwise under this Agreement for any Losses for which Client is obligated to indemnify any SlashID Party under Section 13.b. b. Client will indemnify, defend, and hold harmless SlashID and its Representatives (collectively, “SlashID Parties”) from and against any and all Losses of such SlashID Party to the extent arising out of or resulting from: i. Any grossly negligent or intentionally wrongful act of Client in connection with this Agreement; ii. Any failure of Client to comply with Applicable Laws in connection with this Agreement; iii. Any allegation that any Client IP, Client Data, or any use of any of the foregoing in accordance with the terms of this Agreement infringes, misappropriates, or otherwise violates a third party’s Intellectual Property Rights; iv. Any allegation that any Client IP, Client Data, or any products or services of Client contain defamatory, libelous, slanderous, obscene, or pornographic materials or violate a third party’s rights of privacy or publicity or other rights; v. Any allegation by End Users relating to the Services, including those relating to compliance with Applicable Laws and to any unauthorized access to or use of Personal Information; and vi. Any IP Infringement Claim that (A) is based on any modification or customization of the Platform at the direction of Client or any third party acting on behalf of Client; (B) is based on the combination or use of the Platform (or any component) with any Client Systems or other software, hardware, system, method, device, or materials provided or required by Client; or (C) results from Client’s or any End User’s use of the Platform in a manner that is inconsistent with its intended use or is in breach of this Agreement. c. All indemnification obligations of the Parties hereunder are conditioned on the indemnified Party providing the indemnifying Party with prompt written notice of the claim (except to the extent that the indemnifying Party is not prejudiced by any delay in providing such notice), control of the defense and settlement of such claim, and reasonable assistance regarding such claim at the indemnifying Party’s expense. The indemnifying Party will not be responsible for any Losses arising out of any unreasonable compromise or settlement of such a claim made by the indemnified Party without the prior written consent of the indemnifying Party.
- Limitation of Liability and Disclaimers.
a. CLIENT RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF SLASHID. CLIENT ALSO ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY UNSTABLE AND MAY MALFUNCTION OR CEASE TO FUNCTION AT ANY TIME WITHOUT WARNING. MALFUNCTION OR CESSATION OF INTERNET SERVICE BY INTERNET SERVICE PROVIDERS OR OF ANY NETWORKS THAT FORM THE INTERNET MAY MAKE THE PLATFORM AND/OR SERVICES TEMPORARILY OR PERMANENTLY UNAVAILABLE.
b. CLIENT AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SLASHID AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID (i) WHEN THE PLATFORM AND/OR SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OR CESSATION OF INTERNET SERVICES BY NETWORKS OR INTERNET SERVICE PROVIDERS NOT UNDER THE DIRECT CONTROL OF SLASHID; (ii) DUE TO ANY ABUSE OR MISUSE BY CLIENT OR ANY END USER; OR (iii) FOR ANY SECURITY INCIDENT OR OTHER BREACH OF SECURITY CAUSED BY ANY ACT OR OMISSION OF CLIENT OR ANY END USER.
c. IN NO EVENT WILL SLASHID BE LIABLE FOR THE COST FOR PROCUREMENT OF SUBSTITUTE SERVICES, ANY LOST PROFITS, LOST, DAMAGED, OR COMPROMISED DATA, EQUIPMENT, OR TRANSMISSION, WEBSITE OR NETWORK DOWNTIME, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER ARISING, RELATED TO THE PLATFORM, THE SERVICES, OR OTHERWISE RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
d. IN NO EVENT WILL SLASHID’S LIABILITY FOR ANY LOSSES EXCEED THE AMOUNTS PAID BY CLIENT TO SLASHID SPECIFICALLY FOR THE PLATFORM DURING THE SIX MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.
e. THE LIMITATIONS SET FORTH IN THIS SECTION 14 WILL APPLY REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS IN ITS ESSENTIAL PURPOSE, AND WILL APPLY REGARDLESS OF THE NATURE, TYPE, OR FORM OF THE CLAIM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, EQUITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. f. CLIENT ACKNOWLEDGES AND AGREES THAT IN THE ABSENCE OF THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS PERMIT THE LIMITATION OF LIABILITY SET FORTH HEREIN.
- Conditional Source Code Release. a. Conditional Release of Source Code. Upon and after the occurrence of a Release Event (as defined below), SlashID agrees to release the Source Code to Client and hereby grants Client the right and license to possess, control, and use and maintain the Source Code solely for and in connection with Client’s use of the Platform and receipt of the Services in a manner consistent with, and subject to, the terms and conditions of this Agreement during the Term. For the avoidance of doubt, all restrictions with respect to the Platform, the Services, and the Source Code (including those set forth in Section 3.c shall continue to apply except solely to the extent necessary to allow the use by Client of the Platform in the manner contemplated by this Agreement. b. Release Event. Each of the following shall constitute a “Release Event” for purposes of this Agreement, should they occur at any time during the Term: SlashID (i) ceases to carry on its business, (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven Business Days or is not dismissed or vacated within 30 days after filing, (iii) is dissolved or liquidated or takes any corporate action for such purpose, (iv) makes a general assignment for the benefit of creditors, or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. c. Effect of Slash ID Bankruptcy. All rights and licenses granted by SlashID in this Section 15 are and shall be deemed to be rights and licenses to “intellectual property,” and the subject matter of this Section 15, including the license to access and use the Source Code, is and shall be deemed to be “embodiment[s] of “intellectual property” for purposes of and as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”). Client shall have the right to exercise all rights and elections under the Code and all other applicable bankruptcy, insolvency, and similar laws with respect to this Section 15 and the subject matter hereof.
- Miscellaneous. a. Dispute Resolution. The Parties agree that any dispute arising during the course of this Agreement or in respect of its performance and/or termination will be dealt with as follows (i) first, the Party claiming that there is a dispute will send to the other a notice setting out the nature of the dispute; (ii) second, the Parties will make good faith efforts to resolve the dispute by direct negotiation, including by referring the matter to persons who may have authority and expertise to direct some form of resolution; (iii) third, the Parties have 15 Business Days from the sending of the notice (or such extended time as the Parties may agree in writing) to reach a resolution or to agree that the dispute cannot be resolved amicably and must be submitted to arbitration as set forth herein. Any dispute or controversy arising out of or relating to this Agreement or any breach, termination, enforcement, interpretation, or validity of this Agreement or any provision hereof that cannot be resolved in accordance with the foregoing procedure in relation to such claim, shall be determined by final, binding, and non-appealable arbitration conducted in the English language in Chicago, IL, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its International Arbitration Rules and Procedures in effect at the time; provided, the arbitrator shall grant reasonable extensions of time if requested. The parties shall bear their own costs, fees and expenses in arbitrating any dispute, and shall share equally the fees and costs of JAMS and the arbitrator, provided that, the arbitrator shall have the power to award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive or other equitable relief pending a final decision by the arbitrator, provided that a permanent injunction, equitable relief, and damages shall only be awarded by the arbitrator. b. Publicity. The Parties will work together in good faith to create, and on the Effective Date or shortly thereafter will circulate to the public through a press release or similar method an initial announcement concerning the relationship created by this Agreement. Except as provided in this Section or as required by Applicable Law, neither Party may issue any press release or similar public announcement concerning the subject matter of this Agreement without the other Party’s prior written consent. c. Entire Agreement. This Agreement (including all Schedules and Exhibits) constitutes the entire agreement and understanding of the Parties with respect to its subject matter. All prior agreements, understandings and representations regarding the same or similar services are superseded in their entirety. The Parties do not intend, nor will there be, any third-party beneficiary rights. d. Notices. All notices must be in writing addressed to the Parties as set forth in the preamble to this Agreement (or to such other address that may be designated by the Party giving notice from time to time in accordance with this Section) and delivered by personal delivery, internationally recognized courier, or by email (with confirmation of transmission). Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt by the receiving Party; and (ii) if the Party giving the notice has complied with the requirements of this Section. e. Independent Contractor. The relationship of the Parties to this Agreement is that of independent contractors. Nothing in this Agreement will be construed as making any Party the joint venturer, agent, employer, or employee of any other Party. No Party will have the authority to make any statements, representations, or commitments of any kind, or to take any action which will be binding on the other Parties, except as provided herein or authorized in writing by the Party to be bound. f. Force Majeure. Other than with respect to payment obligations, neither Party will be liable to the other for failure to perform, or be in default under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, pandemic, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure (a “Force Majeure Event”). g. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by a Party of any of the provisions hereof will be effective unless set forth in writing and signed by the waiving Party. No failure to exercise, or partial exercise of, any right or remedy arising from this Agreement will operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or remedy. h. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible. i. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. j. Assignment. Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of SlashID, which consent will not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. k. Interpretation. For the purposes hereof (i) words in the singular will be held to include the plural and vice versa and words of one gender will be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules hereto and all Services and Pricing Addenda issued hereunder) and not to any particular provision of this Agreement, and section and paragraph references are to the sections and paragraphs of this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation; (iv) the word “or” will not be exclusive; and (v) provisions will apply, when appropriate, to successive events and transactions. l. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.