Terms of Service

Terms Of Service

SCREENLYYID, Inc.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS UNLESS YOU OPT OUT, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

SCREENLYYID, Inc. (also referred to as “SCREENLYYID”, “Licensor”, “we,” “us,” or “our”) provides the content and services available on the website of www.screenlyyid.com and https://admin.screenlyyid.com/  (the “Site”). Except as expressly provided herein, these Terms of Service (“Terms”) contain the terms and conditions that govern your access to and use of the services, including those available on and through the Site and other websites and software applications offered by SCREENLYYID its affiliates and partners, including but not limited to: obtaining, delivering, and managing data for the purposes of identity verification, Know Your Customer (KYC), Anti Money Laundering (AML), fraud prevention and management. Your access to, review of, and/or use of the Services is conditioned on your acceptance of and compliance with these Terms.

PLEASE NOTE:  SECTION 15 OF THIS AGREEMENT GOVERNS HOW DISAGREEMENTS AND CLAIMS BETWEEN YOU AND SCREENLYYID CAN BE RESOLVED.  THIS SECTION, WITH LIMITED EXCEPTION, REQUIRES YOU AND SCREENLYYID TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION.

1            Introduction

1.1        These Terms of Service. (“Terms of Service”) govern the access and use of the Services (as defined below). These Terms of Service are entered into by and between SCREENLYYID, INC. and the legal entity who uses SCREENLYYID’s Website or places a SCREENLYYID Order via its representative (“Customer”) that:

1.1.1         accesses the Website (as defined below); or

1.1.2         places a SCREENLYYID Order (as defined below) for the services offered by SCREENLYYID (as defined below); or

1.1.3         BY CLICKING THE “I AGREE” BUTTON, TICK BOX OR ACCESSING, USING OR INSTALLING ANY PART OF THE SOFTWARE, MEMBER EXPRESSLY AGREES TO AND UNCONDITIONALLY CONSENTS TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. If you do not agree to all of the terms of this Agreement, you will not be allowed to access the “Site” (as defined below), and/or access, use or install any part of the Software.  Before accessing the Site or using the Software, please review the related Privacy Policy which is incorporated herein by this reference.

1.2        In any of the above mentioned cases, you represent that you have civil and legal capacity, that you are of legal age and have the authority to accept and to bind the Customer to the SCREENLYYID Order, these Terms of Service, including the SCREENLYYID SaaS Agreement and the following terms and conditions and policies, which are hereby incorporated by reference and constitute part of these Terms of Service:

1.2.1         Acceptable Use Policy

1.2.2         Support Terms

1.2.3         Service Level Agreement

1.2.4         Evaluation Period Terms

1.4        We reserve the right, in our sole discretion, to change and revise these Terms at any time by posting the changes on the Site.  Any changes are effective immediately upon posting to the Site. The most current version will be available on our website, and the Effective Date of the current version is at the top of this page.  By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms, except as provided in the Arbitration and Class Action Waiver section below. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions.  We will provide you with any additional notices or choices with respect to such changes as required by applicable law.

1.5        No consumers. Customer may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use by businesses.

1.6        Subject to the age restrictions outlined above, you may be able to submit information to us through your use of the Services.  You agree to provide us with accurate information about yourself, including any information you may submit for identity verification checks conducted about or requested by you.  You further agree that your submission of such information is subject to our Privacy Policy.

1.7        SCREENLYYID offers data and technology solutions for instant identity verification, Know Your Customer (KYC), Anti Money Laundering (AML), fraud prevention and management solutions. Our services are provided on an “as is” and “as available” basis, without any warranties of any kind.

1.8        In the Services, you may authorize SCREENLYYID and third-party partners to obtain Know Your Customer (KYC) Identity verification checks, Anti Money Laundering (AML) screening and database checks about you for the purposes of customer verification from SCREENLYYID. SCREENLYYID is not a Consumer Reporting Agency and its services do not constitute Consumer Reports as these terms are defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”) or similar state statutes, accordingly, Licensor services may not be used in whole or in part as a factor in establishing an individual’s eligibility for credit, insurance, employment, or any other eligibility purpose permitted by the FRCRA.

2. GENERAL DEFINITIONS

The following definitions apply in these Terms of Service:

2.1        “Application” means Customer’s platform used in providing identity document services to its clients.  The Application may not be an API (defined below), a software development kit (“SDK”) or a programming tool licensed to third parties with which to build functionality similar to that of Licensor’s technology.

2.3        “Application Program Interface” or “API” means a software component of the Product that is a proprietary interface developed by Licensor to facilitate the connection and communication, i.e., the transmission of data, between the Application and the Product’s SaaS cloud infrastructure via the interface which consists of a series of commands.

• “Customer Data” means all data and information that may be received, processed, stored, or transmitted by Licensor for or on behalf of Customer in connection with this Agreement.

2.5        “Intellectual Property Rights” shall include, without limitation copyrights, moral rights, trade secrets, trademarks, trade names, domain names, inventions, patents, know-how, and other proprietary rights whether or not registered and all derivatives derived therefrom.

2.6        “Market(s)” means those vertical markets if specified.

2.7        “Product(s)” means those of Licensor’s products licensed hereunder to Customer and/or its client(s) and set forth on Exhibit A.

2.8        “Territory” means the geographic area in which the Licensor can use the SceenlyyID products.

2.9        “Update” means modification(s) in the existing version of a Product including, but not limited to, patches, bug fixes and maintenance releases that correct error(s) in the Product. 

2.10        “Account” means a profile created by or on behalf of the Customer as a service area for the Customer.

2.11        “Affiliate” means in respect of a party, any entity that from time-to-time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party, and any other entity agreed in writing by the parties as being an Affiliate in respect of either party.

2.12        “Aggregated Data” means data or information provided by Customer to SCREENLYYID, created by SCREENLYYID or generated in the course of using the Services that is anonymized and/or de-identified wherein the data does not identify or enable identification of the Customer, the Authorized Users, or any natural person.

2.13        “Authorized User” means the person that Customer allows to access and use the Services on its behalf by sending an invitation via the Services.

2.15        “Beta Offerings” mean Services and/or features that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by SCREENLYYID in order to test and evaluate them.

2.16        “Claim” means an IPR Claim or a third-party claim against SCREENLYYID where Customer has indemnity obligations under these Terms of Service.

2.17        “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the conclusion of these Terms of Service by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the conclusion of these Terms of Service owned or controlled by the Discloser. Confidential Information shall also include any information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed.

2.18        “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity.

2.19        “Competitor” means any company or persons that is employed or contracted to a company in any capacity that offers services that compete with some or all of the Services.

2.10     “SaaS Agreement” means the Separate SaaS Agreement for providing the Services that was individually negotiated and duly executed by SCREENLYYID and Customer.

2.11     “Customer” means any company or users that uses the SCREENLYYID services or products in any capacity.

2.12     “Customer Data” means all data and information that Customer provides to SCREENLYYID in relation to the Services. Aggregated Data and Feedback are not Customer Data.

2.13     “Discloser” means a party disclosing its Confidential Information to the Recipient.

2.14     “Documentation” means the documentation of the Services as amended from time to time and available at: https://admin.screenlyyid.com/docs/api or at such other URL as SCREENLYYID may use as may be updated from time-to-time.

2.15     “Evaluation Offering” means Services and/or features that are offered by SCREENLYYID for the purposes of preliminary evaluation, internal evaluation, proof of concept, trial, or similar purposes for a definite period of time as determined by SCREENLYYID. The terms of the Evaluation Offering are outlined in the separate Software Evaluation Agreement.

2.16      “Evaluation Period Terms” means Terms set out in this agreement for the use of SCREENLYYID programs, API’s and SDK’s for evaluation purposes.

2.17     “Fees” mean the fees paid or payable by Customer as set forth in a Plan or a SCREENLYYID Order.

2.18     “Feedback” means any and all suggestions, ideas, enhancement requests, feedback, recommendations, and other information of a similar nature provided by Customer to SCREENLYYID in relation to the Services on any channel.

2.19     “Intellectual Property Rights” mean

2.19.1      all registered or unregistered rights in patents, inventions, designs, copyright and related rights, rights in software, database rights, knowhow and Confidential Information, trademarks and related goodwill, trade names and rights to apply for registration in related to these;

2.19.2      all other rights of similar nature or having an equivalent effect anywhere in the world that currently exist or are recognized in the future;

2.19.3      all applications, extensions, continuations and renewals in relation to any such rights.

2.20     “IPR Claim” means any claim or action made or threatened by a third party against Customer that (i) arises directly and solely from the access and use of the Services by Customer or Authorized Users (excluding Customer Data), (ii) is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, and (iii) asserts the infringement of the Intellectual Property Rights of that third party.

2.21     “Permitted Third-Party Recipients” mean Recipient’s and its Affiliates’ owners, employees, agents, contractors, financial, legal and other professional advisors who need access to the Confidential Information for the purposes of exercising the Recipient’s rights or carrying out its obligations specified in these Terms of Service.

2.22     “Personal Data” means personal data as defined under applicable Data Protection Legislation.

2.23     “Plan” means additional specific terms and conditions pursuant to which the Services are offered to Customer that regulates, including, but not limited to, the pricing structure, the Fees and the Subscription Term, and is specified on the then-current applicable pricing page(s) on the Website.

2.24     “Recipient” means a party receiving Confidential Information from the Discloser.

2.25     “Sanctions Regime” means all applicable laws and regulations with regards to anti-bribery, anti-corruption, prevention of money laundering and financing of terrorism, economic sanctions, export controls, import regulations and trade embargoes, (targeted) asset freeze and prohibition to make funds available, travel restrictions, prohibition to satisfy claims, financial measures and restrictions on a variety of financial markets and services, investment restrictions, directions to cease business and other restrictions.

2.26     “SCREENLYYID” means SCREENLYYID, INC. a Delaware Corporation.

2.27     “SCREENLYYID SaaS Agreement” means additional specific terms and conditions pursuant to which the Services are offered to Customer that references these Terms of Service and that regulates, including, but not limited to, the applicable trial period, pricing structure, the Fees and the Subscription Term, and is specified in an electronic or physical order form signed by or on behalf of SCREENLYYID and by or on behalf of Customer.

2.28     “Services” means the services that SCREENLYYID directly offers from time-to-time through the Website, including the use of the Website itself.

2.29     “Open Source Software” means software components subject to the terms and conditions of open source software licenses.

2.30     “Subscription Term” means the period of time Customer and its Authorized Users are entitled to access and use the Services.

2.31     “Third-Party Services” means any service that is offered by a third party other than SCREENLYYID that is related to the provision of the Services in any way.

2.32     “Website” means screenlyyid.com and https://admin.screenlyyid.com/

3            SCREENLYYID Services

3.1        Grant of License. Solely for purposes of using the Services in accordance with these Terms of Service, and subject to Customer’s and Authorized Users’ compliance at all times with these Terms of Service, SCREENLYYID grants Customer a personal, limited, non-exclusive, non-transferable, revocable and terminable license to use the Services as set forth in these Terms of Service and Customer’s Plan or SCREENLYYID Order.

3.1.1     Licensor hereby grants Customer the right to integrate the Products into its Application and distribute it to companies located in all territories doing business in all markets unless specifically defined in a separate SCREENLYYID SaaS Agreement.

3.1.2     Customer shall be entitled to use only those Products activated or listed in a separate SCREENLYYID SaaS Agreement and only in conjunction with the Application.

3.2        Ownership. The Website, the Services and their content, features and functionality and the Aggregated Data are owned by SCREENLYYID or its licensees, and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All such rights are reserved. All trademarks are the property of SCREENLYYID or their respective owners. Except and solely as expressly granted to Customer in Section 3.1 above, SCREENLYYID reserves all rights of ownership of any kind to itself and its applicable licensees. Without limitation on the foregoing, the license grant in Section 3.1 above does not include a right to adapt or create derivative works of any material owned by SCREENLYYID.

3.3        Open Source Software. To the extent required by the license that accompanies any Open Source Software applicable to Customer’s use of the Services, the terms of such license will apply with respect to the use of such Open Source Software.

3.4        Updates, Changes, New Features. SCREENLYYID may update or otherwise change the Website and the Services (or any part thereof) from time-to-time in its sole discretion. New, enhanced or additional features that SCREENLYYID releases as part of the Services shall be subject to these Terms of Service. SCREENLYYID may provide notice to Customers of major updates or changes to the Services.

3.5        Beta Offerings and Evaluation Offerings. From time-to-time, SCREENLYYID may make Beta Offerings and Evaluation Offerings available to Customers. SCREENLYYID will clearly indicate if or which part of the Services are Beta Offerings or Evaluation Offerings. Customer may choose to use Beta Offerings or Evaluation Offerings in its sole discretion. If Customer uses Beta Offerings, Customer shall, at SCREENLYYID’s request, (i) provide SCREENLYYID with information as to any errors or defects found by Customer in the Beta Offerings; (ii) inform SCREENLYYID of any suggested changes, modifications or improvements to the Beta Offering; and (iii) provide SCREENLYYID with all information and documentation necessary for SCREENLYYID to evaluate the results of the testing of the Beta Offerings. SCREENLYYID may impose or agree to terms and conditions on the use of Beta Offerings and Evaluation Offerings separate from or in addition to as set forth in these Terms of Service. Customer uses Beta Offerings and Evaluation Offerings solely at its own risk. SCREENLYYID undertakes no obligations of any kind to make Beta Offerings and Evaluation Offerings available to any or all Customers. SCREENLYYID may change, suspend or discontinue Beta Offerings and Evaluation Offerings at any time in its sole discretion.

3.6        Support. SCREENLYYID shall provide support for the Services according to the terms specified in the Support Terms. As part of providing support to Customer or otherwise at the request of Customer, SCREENLYYID acts at the instruction or by permission of Customer made by or through the Services, and SCREENLYYID shall not be in any way liable or responsible for such actions. Beta Offerings and Evaluation Offerings are not subject to any support obligations. 

3.7        Services Documentation. SCREENLYYID provides Documentation for the Services. SCREENLYYID is not obliged to provide Documentation for Beta Offerings.

3.8        Personal Data. SCREENLYYID processes Personal Data when providing the Services pursuant to the provisions of the Privacy Policy, within the scope and extent as defined therein or pursuant to the Data Protection Legislation.

3.9        Reporting, Cooperation and Governmental Compliance. SCREENLYYID reserves the right to report any breach by Customer of these Terms of Service to the relevant law enforcement authorities. SCREENLYYID reserves the right to cooperate fully, at all times, and in any way SCREENLYYID determines it necessary, proper, or advisable with any law enforcement or other governmental authorities with applicable jurisdiction.

4            Customer Responsibilities

4.1        General responsibilities. Customer shall, at all times, comply with these Terms of Service, including, but not limited to:

4.1.1         Customers shall be legally able to be bound by these Terms of Service in accordance with the Website’s process(es) for accepting these Terms of Service. Customer represents and warrants that Customer has all rights, power, and authority necessary for complying with these Terms of Service.

4.1.2         The Customer has access to the Account with its password and email address. Customer shall ensure that the email address and password, that are provided to create an Account at the Website, are valid, up-to date, correct, accurate, free of errors and comply with industry-standard password complexity. Customer may freely correct the email address and password on the Account page. Customer may always contact SCREENLYYID at the available support channels to have administrative errors corrected.

4.1.3     Customer agrees that at all times during the term of this Agreement, it shall be and shall cause its clients to be in compliance with all prevailing local, state, and/or national laws in reference to general data and data privacy laws including those laws, policies and regulations dealing with the protection of personally identifiable information.  In particular, for Customer’s clients domiciled or residing in a country included in the European Economic Area (“EEA”) or Switzerland, the parties undertake to comply with those laws, policies and regulations including, but not limited to, the European Union General Data Protection Regulation (EU 2016/679) (the “GDPR”).  Exhibit C shall further govern the parties’ data and security obligations for residents of the EU.  Failure to comply with this undertaking shall be deemed to be a material breach of this Agreement.

4.1.4     If Customer intends to conduct any load testing for any of the Products, Customer shall provide Licensor with three (3) business days advance written notice.  All load testing must be conducted between the hours of 7:00 AM through 8:00 PM (AEST).

4.1.5     From time to time, Customer may provide or SCREENLYYID may request samples of identification documents in order to improve the accuracy of Licensor’s libraries for such documents.  In such event, Customer shall be solely responsible for obtaining from the owner of the identification document his/her unambiguous and explicit consent to the collection, export and processing of his/her personal data for such purpose and Customer shall indemnify Licensor for any liability arising out of failure to obtain the owner’s consent to use of his/her personal data in such manner.

4.2        Account Security.

4.2.1         Customer is responsible for all activities that occur under or in connection with Customer’s and Authorized User’s Account, including for all activities of the Authorized Users.

4.2.2         Customer is responsible for configuring login credentials, and other information and data securely. Customer shall be responsible for configuring its systems, information technology, as well as identifying and authenticating all Authorized Users, for approving access by Authorized Users to the Service.

4.2.3         Customer must immediately notify SCREENLYYID (i) if Customer knows or has reason to suspect that anyone other than Customer or the Authorized Users knows or has access to Customer’s or Authorized Users’ login credentials; (ii) if Customer becomes aware of, or has reason to suspect any unauthorized use of Customer’s or Authorized Users’ Account; or (iii) if Customer becomes aware of, or has reason to suspect any other breaches of security related to the Services. SCREENLYYID reserves the right to delete or change Customer’s and Authorized Users’ login credentials at any time and for security reasons and shall provide prompt notice to Customer thereof. Customer must treat all information related to the security of the Services, such as Customer’s password, confidential.

4.3        Customer Grant of Rights, Permissions.

4.3.1         License to Customer Data. By submitting any Customer Data to SCREENLYYID, Customer grants SCREENLYYID a worldwide, royalty-free, non-exclusive, transferable, terminable license of the Intellectual Property Rights solely as and to the extent necessary for the provision of the Services to Customer as set forth in these Terms of Service, including to analyse and improve the existing features and to develop new features of the Services. In case of Beta Offerings, this license includes carrying out testing and evaluation of the results of the testing of Beta Offerings.

4.3.2         Responsibility for Customer Data. Customer remains solely responsible for all its Customer Data and represents that it has (and will have) all rights that are necessary to grant SCREENLYYID the rights in the Customer Data under these Terms of Service. Customer further represents that the Customer Data will not, in so far as it relates to SCREENLYYID, infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Further, Customer shall not provide any Customer Data that is not relevant to the Services. Customer represents and warrants that the Customer Data it provides during its use of the Services does not fall under any country-specific prohibition on the transfer of Personal Data

4.3.3         Aggregated Data. To the extent, if any, that these Terms of Service does not provide SCREENLYYID with full ownership, right, title and interest in and to the Aggregated Data, Customer hereby grants to SCREENLYYID a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Aggregated Data in all media formats and channels now known or later developed. Customer agrees that SCREENLYYID may use Aggregated Data on a non-confidential basis.

4.3.4         Feedback. Customer agrees that SCREENLYYID may use Feedback without compensation or obligation to Customer on a non-confidential basis. Customer hereby grants to SCREENLYYID a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Feedback in all media formats and channels now known or later developed. Customer further agrees that SCREENLYYID may remove metadata associated with any Feedback. Customer irrevocably waives any claims and assertions of moral rights or attribution with respect to Feedback. Customer hereby authorizes SCREENLYYID to contact the Authorized Users or other contributors of Customer to participate in surveys, testing or interviews with SCREENLYYID.

4.4        Authorized Users. All Customer obligations under these Terms of Service shall apply fully to the Authorized Users. Customer is solely responsible to ensure that the Authorized Users access and use the Website and Services in full compliance with these Terms of Service. Customer is solely responsible for all conduct and activities of Authorized Users and any other person who accesses and uses the Website and the Services using Customer’s or Authorized User’s login credentials and Customer assumes all liability towards SCREENLYYID therefore.

4.5        Sanctions Regimes.

4.5.1         Customer will comply with all applicable Sanctions Regimes, and will complete all undertakings required by the Sanctions Regimes. Customer represents and warrants that Customer and its Affiliates, and the executive officers, employees, owners and ultimate beneficiaries of these companies are not subject to any restrictions under the Sanctions Regimes nor are they otherwise owned or Controlled by or acting on behalf of any person targeted by Sanctions Regimes. Customer undertakes to notify SCREENLYYID immediately if any change occurs in the status of this warranty statement.

4.5.2         If SCREENLYYID has any reason to believe that Customer is subject to any restrictions under the Sanctions Regimes, SCREENLYYID has the right to terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect without refunding or compensating Customer and without further investigation or other action. Notwithstanding the foregoing, the obligation to conform to all Sanctions Regimes is the obligation of Customer, and failure to do so shall be deemed an uncurable material breach of these Terms of Service.

5. Payment Terms

5.1        Fees and Approved Payment Methods. Customer shall pay Fees to SCREENLYYID as set out in the Website Pricing of these Terms of Service unless specifically outlined in the SCREENLYYID SaaS Agreement. Customer shall pay the Fees via a valid and approved payment method as indicated in the Website Pricing – applicable Plan. Customer authorizes SCREENLYYID to collect all Fees due (including Fees due upon auto-renew under Section 6.2) by way of such payment method provided by Customer in Customer’s Account. All amounts paid under these Terms of Service are non-refundable. SCREENLYYID may decide to provide refund in its sole discretion.

5.2        Trial-period. Trial-periods may be applicable as set out in the applicable Plan on the website.

5.3        Failure to Pay, Late Payments. If, for any reason, SCREENLYYID cannot collect the Fees due for whatever reason, SCREENLYYID reserves the right to terminate in accordance with Section 7.1.2. Without limitation on SCREENLYYID’s other rights and remedies, if Customer is overdue on any payment, and fails to pay within ten (10) business days of a notice of the overdue payment, SCREENLYYID may charge a late fee.

5.4        Invoicing and Taxes. SCREENLYYID will issue invoices as required in accordance with applicable laws. Customer is solely responsible for, and will pay all applicable sales, use, service, value-added, consumption or other taxes associated with any payment made to SCREENLYYID.     

5.5        Fee Disputes. If Customer disputes any fees or taxes, Customer must act reasonably and in good faith and cooperate diligently with SCREENLYYID to resolve the fee dispute. Customer must notify SCREENLYYID in writing if Customer disputes any portion of any fees paid or payable by Customer pursuant to these Terms of Service. Customer must provide that written notice to SCREENLYYID within fifteen (15) days of the date SCREENLYYID issued the invoice to Customer for the fees Customer intends to dispute. SCREENLYYID will work together with Customer to resolve the dispute promptly. SCREENLYYID shall not be required to provide access to the Services during the fee dispute.

5.6        Fee Changes. SCREENLYYID may increase or decrease Fees upon not less than thirty (30) days’ prior notice to Customer. The changes will become effective as indicated in the relevant notice. If Customer does not agree to pay the increased Fees, Customer may terminate these Terms of Service with immediate effect. SCREENLYYID may, from time-to-time, and in its sole discretion offer temporary discounts subject to rules and requirements as determined by SCREENLYYID in its sole discretion.

6. Automatic Renewal

6.1        Subscription Term. Subscription Term, as specified in the Plan, is either (i) an indefinite period of time starting from the date the Customer accesses the Services, or (ii) a definite period of time with start date and end date.

6.2        Auto-Renew. Provided that the Subscription Term is a definite period of time, the Subscription Term will automatically extend on the last day of the then-current Subscription Term for a period equalling the then-current Subscription Term, unless these Terms of Service are terminated in accordance with Section 7.

7            Termination

7.1        Termination by SCREENLYYID.

7.1.1     The Term: Termination clauses outlined in the SCREENLYYID SaaS agreement supersede the Termination clauses outlined in this Terms of Service.

7.1.2         SCREENLYYID may, at its option, terminate, suspend, or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, with or without cause, by giving not less than thirty (30) days’ written notice to Customer. The termination shall be effective upon the last day of the thirty-day notice period, except in case of definite Subscription Term, in which case the termination shall be effective on the last day of the Subscription Term in effect at the time of the last day of the thirty-day notice period.

7.1.3        SCREENLYYID may, at its option, terminate, suspend, or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, at any time with immediate effect if:

7.1.3.1         Customer fails to pay in accordance with Section 5 any amount due to SCREENLYYID; or

7.1.3.2         Customer or Authorized User breaches or in any way fails to comply with these Terms of Service, provided that, SCREENLYYID may, in its sole discretion, provide notice to Customer and an opportunity to cure the breach, that SCREENLYYID deems remediable, within a period of thirty (30) days of the date of the notice; or

7.1.3.3         SCREENLYYID believes that Customer’s or Authorized User’s manner of using the Services is infringing or likely to infringe any laws, regulations, third party rights or the business interests of SCREENLYYID; or

7.1.3.4         SCREENLYYID believes that Customer’s or Authorized User’s manner of using the Services is in any way fraudulent or involves unethical activity or threatens to implicate SCREENLYYID in the foregoing.

7.1.3.5       Customer fails to make a transaction either within the sandbox or production environment within a 120-day period.

7.1.4        SCREENLYYID may suspend or limit Customer’s and Authorized User’s access to the Services and the Website for the period of the investigation at any time, with immediate effect and without liability to Customer if SCREENLYYID reasonably suspects that any of the circumstances listed in Section 7.1.2 may have arisen.

7.1.4.1       SCREENLYYID may suspend or discontinue (any part of) the Website or the Services for business and operational reasons, including for upgrades or maintenance. SCREENLYYID shall use commercially reasonable efforts to provide advance notice of any material suspension or discontinuance.

7.1.5         SCREENLYYID may suspend, limit or terminate Customer’s and Authorized User’s access to the Services, Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect, upon notice to Customer if SCREENLYYID cannot, on a commercially reasonable basis, provide the Website or the Services to Customer or due to technical, operational or other reasons outside of SCREENLYYID’s control.

7.2        Termination by Customer.

7.2.1         Customer may terminate these Terms of Service anytime for any reason with immediate effect      in writing by sending an email to [email protected] or by any method made available by SCREENLYYID on the Website.

7.2.2         If such option has been made available by SCREENLYYID and in accordance with the conditions specified by SCREENLYYID, Customer may terminate the then-current Plan and subscribe to another Plan. The change of the Plan shall be effective on the last day of the then-current Subscription Term, or as otherwise permitted or enabled by SCREENLYYID.

7.2.3         Customer may terminate these Terms of Service in writing with immediate effect if SCREENLYYID materially breaches these Terms of Service, and the breach is irremediable, or, provided that such breach is remediable, if SCREENLYYID fails to remedy that breach within a period of thirty (30) days after Customer’s written notification to SCREENLYYID.

7.3        Effect of termination.

7.3.1         Unless specified in the separate SCREENLYYID SaaS Agreement. Upon the date any termination, suspension, limitation or discontinuation under these Terms of Service become effective, the right to access and use the Services granted to the Customer will immediately cease, Customer shall immediately cease all use of and access to the Services and all Fees payable up until the date of termination shall become due.

7.3.2         SCREENLYYID may dispose of any Customer Data in its possession at any point after termination of these Terms of Service.

7.3.3         SCREENLYYID shall not be liable to Customer or any other third party for any damages resulting from the termination, suspension or limitation of Customer’s and Authorized User’s access to the Services and the Website, the termination or discontinuation of the Plan or (any part of) the Website and the Services, or the unilateral termination these Terms of Service, if such termination, suspension, limitation or discontinuation is in accordance with these Terms of Service.

7.4        Survival. The following sections shall survive termination: Section 1 (Introduction), Section 2 (Definitions), Section 3.2 (Ownership), Section 3.9 (Reporting Cooperation and Governmental Compliance), Section 4.1.1 and 4.1.2 (General responsibilities), Section 4.3.3 (Aggregated Data), Section 4.3.4 (Feedback), Section 4.4 (Authorized Users), Section 4.5 (Sanction Regimes), Section 5 (Payment Terms), Section 6 (Term, Automatic Renewal) Section 7 (Termination, Survival), Section 8 (Confidentiality), Section 10 (Warranty and Disclaimers), Section 11 (Limitation of Liability) and Section 12 (General Provisions).

8. Confidentiality

8.1        Protection of Confidential Information. The Recipient may not use, or disclose Confidential Information to third parties unless, and to the extent authorized under these Terms of Service or by the Discloser in writing.  The Recipient shall protect all Confidential Information using the same care as the Recipient applies to its own comparable Confidential Information, and in no event less than a reasonable standard of care. The Recipient may only use Confidential Information for the purposes specified in and as authorized under these Terms of Service. The Recipient shall limit access to Confidential Information to Permitted Third-Party Recipients. Recipient shall cause any such Permitted Third-Party Recipients to be obligated to confidentiality not materially less protective of the Confidential Information than those applicable to Recipient. The Recipient may disclose Confidential Information to other third parties if explicitly authorized by Discloser in writing.

8.2        Return or Destruction of Confidential Information. Subject to the provisions of these Terms of Service and applicable laws, upon request by the Discloser, the Recipient shall return or destroy Discloser’s Confidential Information. Notwithstanding the foregoing, each party may retain copies or backups in accordance with Recipient’s record retention policies, provided that such party shall continue to treat any such materials as Confidential Information in accordance with these Terms of Service for so long as the same remain in its custody, possession or control.

8.3        Exceptions. The Recipient’s confidentiality obligations under these Terms of Service shall not apply to information: (i) already known to it or accessible from open sources (OSINT sources) at the time of disclosure without restrictions on disclosure; (ii) in the public domain or publicly available other than as a result of a breach of these Terms of Service; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by the Recipient without reference to the Discloser’s Confidential Information.

8.4        Compelling Disclosures. If any court, regulatory authority or legal process requires the Recipient to disclose Confidential Information, then the Recipient may make any such disclosure, provided that the Recipient will, if permitted by law, advise the Discloser promptly of any such requirement and cooperate, at the Discloser’s expense, in responding to it.

9. Indemnification

9.1        SCREENLYYID Indemnities.

9.1.1         Subject to the provisions of Section 9.3, SCREENLYYID shall defend, indemnify and hold Customer harmless in respect of all damages including reasonable costs (including reasonable legal fees) awarded in a final, non-appealable judicial decision arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced.

9.1.2         If any IPR Claim is made, or in SCREENLYYID’s reasonable opinion is likely to be made, against Customer, SCREENLYYID may at its sole option and expense:

9.1.2.1         procure for Customer the right to continue using the Services in the manner permitted under these Terms of Service; or

9.1.2.2         modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Services; or

9.1.2.3         terminate, suspend or limit Customer’s and Authorized User’s access to the relevant portion of the Services and the Website, terminate or discontinue the relevant portion of the Website and the Services, or unilaterally terminate the Plan or these Terms of Service in accordance with of the provisions of these Terms of Service.

9.1.3         Sections 9.1.1 and 9.1.2 shall not apply to any IPR Claim which arises from:

9.1.3.1         any version of the Services or changes, modifications, updates, or enhancements made to or available through the Services other than those developed or supplied by SCREENLYYID;

9.1.3.2         combination or use of the Services with any other software, program, hardware or device not developed by SCREENLYYID or which is combined in a manner other than that specified by SCREENLYYID, if such infringement would not have arisen but for such combination or use; or

9.1.3.3         compliance by SCREENLYYID with designs, plans, instructions or specifications furnished by Customer;

9.1.3.4  where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

9. 1.4 The provisions of Section 9.1 state the entire liability of SCREENLYYID to Customer in connection with an IPR Claim and shall be Customer’s sole and exclusive remedy in that regard.

9.2        Customer Indemnities.

9.2.1     Subject to the provisions of Section 9.3, you agree to defend, indemnify and hold SCREENLYYID, and its subsidiaries, affiliates, partners, licensors, directors, officers, employees, and agents (the “Indemnified Parties”) harmless for any damages, losses, judgments, costs, or expenses, including reasonable attorneys’ fees, arising from any third party claim, action, or demand (collectively “Claims”) arising out of or relating to: (a) your use of the Site, Services or User Content in violation of any law, rule, regulation, or your breach of any covenants, representations or warranties of these Terms; (b) any part of your User Content; (c) your wilful or malicious conduct relating to any violation described in this section.  You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure; or (d) arising directly from a third party claim against SCREENLYYID arising from Customer’s and Authorized Users’ breach of their obligations under these Terms of Service, or Customer’s and Authorized Users’ access and use of the Website and the Services (including, supplying Customer Data) in a way that infringes the rights of a third party.

9.2.2     From time to time, Customer may provide, or Licensor may request samples of identification documents in order to improve the accuracy of Licensor’s libraries for such documents or to assist the customer in support requests.  In such event, Customer shall be solely responsible for obtaining from the owner of the identification document his/her unambiguous and explicit consent to the collection, export, and processing of his/her personal data for such purpose and Customer shall indemnify Licensor for any liability arising out of failure to obtain the owner’s consent to use of his/her personal data in such manner.

9.3        Conduct of Claim.

9.3.1         The indemnifying party’s indemnity obligations for Claims under these Terms of Service are subject to the indemnified party’s compliance with the provisions of this Section 9.3.

9.3.2         The indemnified party shall not admit any liability or agree to any settlement or compromise of a Claim without the prior written consent of the indemnifying party.

9.3.3         The indemnified party shall give the indemnifying party prompt written notice of any Claim or threatened Claim and authorizes the indemnifying party to assume exclusive conduct of the Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the Claim, provided that any settlement contains no admission of liability or wrongdoing by the indemnified party, and to conduct all discussions and dispute resolution efforts in connection with the Claim) at any time from the date of receiving such notification.

9.3.4         The indemnified party shall, at the indemnifying party’s request, cost and expense, give the indemnifying party all reasonable assistance in connection with conduct of the Claim.     

9.3.5         The indemnified party takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Section 9.

9.4        Limitation of liability. Parties’ liability for their indemnity obligations under these Terms of Service shall be limited as set forth in Section 11 of these Terms of Service.

10. Warranty and Disclaimers

10.1     Warranty Disclaimers. THE WEBSITE, API AND THE SERVICES ARE PROVIDED “AS IS”. SCREENLYYID AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE ACCESS AND USE OF THE WEBSITE AND THE SERVICES. NEITHER SCREENLYYID, NOR ITS SUPPLIERS AND LICENSORS MAKE ANY WARRANTY THAT THE WEBSITE OR THE SERVICES WILL BE FREE OF ERRORS OR OMISSIONS OR THAT ACCESS THERETO WILL BE CONTINUOUS, SECURE, OR FREE FROM BUGS OR VIRUSES OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT CUSTOMER DOWNLOADS FROM, OR OTHERWISE OBTAINS CONTENT OR SERVICES THROUGH, THE WEBSITE AT ITS OWN DISCRETION AND RISK. SCREENLYYID MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION, CONTENT OR DATA RECEIVED OR ACCESSIBLE VIA THE SERVICES OR THE WEBSITE (INCLUDING THE API).

10.1.1   The API is provided “AS IS”.  Licensor does not assume any responsibility or liability in respect of adverse effects, if any, due to any modification or adaptation made by Customer in any portion of the Product (including the API) without Licensor’s prior written consent.

10.1.2   Licensor represents and warrants that the Product (other than the API) will be provided in a skillful manner and perform substantially as described in the Documentation, will be free of any malicious code. Licensor does not represent or warrant that the Customer’s use of the Product will be uninterrupted or error free.

10.2     Third-Party Services. SCREENLYYID makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Third-Party Services, including third-party websites or any transactions completed, and any contract entered into by Customer, with any such third party providing Third-Party Services. Any contract entered into and any transaction completed via any third party providing the Third-Party Services is between Customer and the relevant third party, and not SCREENLYYID. SCREENLYYID recommends that Customer refers to the third party’s terms and conditions and privacy notice prior to using the relevant Third-Party Services. Customer is solely responsible for and may only use Third-Party Services at its own risk.

10.3     Beta Offerings and Evaluation Offerings. SCREENLYYID makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Beta Offerings and Evaluation Offerings.

10.4     General. SCREENLYYID disclaims all warranties, guarantees and similar undertakings for the Website and the Services to the maximum extent permitted by applicable laws.

11. Limitation of Liability

11.1      You agree to defend, indemnify and hold SCREENLYYID, and its subsidiaries, affiliates, partners, licensors, directors, officers, employees, and agents (the “Indemnified Parties”) harmless for any damages, losses, judgments, costs, or expenses, including reasonable attorneys’ fees, arising from any third party claim, action, or demand (collectively “Claims”) arising out of or relating to: (a) your use of the Site, Services or User Content in violation of any law, rule, regulation, or your breach of any covenants, representations or warranties of these Terms; (b) any part of your User Content; or (c) your wilful or malicious conduct relating to any violation described in this section.  You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

11.1.2   From time to time, Customer may provide, or Licensor may request samples of identification documents in order to improve the accuracy of Licensor’s libraries for such documents or to assist the customer in support requests.  In such event, Customer shall be solely responsible for obtaining from the owner of the identification document his/her unambiguous and explicit consent to the collection, export, and processing of his/her personal data for such purpose and Customer shall indemnify Licensor for any liability arising out of failure to obtain the owner’s consent to use of his/her personal data in such manner.

11.2     General. To the maximum extent permitted by applicable law, in no event will either party’s total liability arising out of or in any way in connection with these Terms of Service (including, indemnity obligations of the parties) or from the use of or inability to use the Services exceed the fees paid or payable by Customer to SCREENLYYID for use of the Services under these Terms of Service during the twelve (12) month period prior to the cause of action (or one hundred euros (EUR 100), if Customer has not had any payment obligations).

11.3     Other. Without limitation on Section 11.1 above, SCREENLYYID shall not be liable for the use, contents, effects or availability of Beta Offerings and Evaluation Offerings, Third-Party Services, or the use of the Services in contravention of these Terms of Service.

11.3.1      SCREENLYYID shall not be liable for any loss or damage from Customer’s failure to comply with Customer’s security obligations set forth in these Terms of Service, including, but not limited to, the obligations set forth in Section 4.2 above.

11.3.2      SCREENLYYID will not be liable for any failure to provide Services or the Website as a result of any government action that SCREENLYYID reasonably believes may adversely impact its obligations under these Terms of Service, business or reputation.

11.4     Excluded. The foregoing limitations of liability shall not apply to the extent determined by a court of final jurisdiction that any of the limitations are prohibited by applicable law, such as, for instance, liability for death or personal injury, or any liability that cannot be excluded or limited by the governing law specified in Section 12.10 below.

12. General Provisions

12.1     Marketing approval. Upon explicit, prior, written approval of Customer, SCREENLYYID shall have the right to indicate in its marketing materials the tradename and trademark of Customer, and the fact that Customer is a Customer of SCREENLYYID, subject to Customer’s applicable tradename/trademark usage guidelines (if any). Upon explicit, prior, written approval of Customer, parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of such approval.  Customer agrees to reasonably cooperate with SCREENLYYID to serve as a reference account upon SCREENLYYID’s request.

12.2     Independent Contractors. Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. The sole relationship of the parties hereto is that of independent contractors.

12.3     Assignment. Customer shall not, without the prior written consent of SCREENLYYID (which shall not be unreasonably withheld or delayed), assign, transfer, sublicense its rights or obligations under these Terms of Service. Any attempt by Customer to so assign, transfer or sublicense all or any of its rights or obligations under these Terms of Service without such consent shall be void.

12.4     Force Majeure. Unless otherwise stated in these Terms of Service, SCREENLYYID shall not be deemed in breach of these Terms of Service and shall have no liability to Customer under these Terms of Service if it is prevented from, limited from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by or through acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SCREENLYYID or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic (including the consequences of the COVID-19 pandemic), compliance with any law or governmental order, rule, regulation or direction, action, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. SCREENLYYID shall notify Customer of such event and its expected duration.

12.5      Miscellaneous. The parties are independent contractors.  Nothing contained in these Terms shall be construed as creating any employment, agency, partnership, franchise, joint venture, or other form of joint enterprise or authority to bind the other party. There are no third-party beneficiaries to these Terms. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. Any waiver of a provision of these Terms will only be valid if provided in writing and applies only to the specific occurrence so waived. Failure to enforce any provision will not constitute a waiver. Nothing in these Terms will limit a party’s ability to seek equitable relief. Section headings are not to be used in the interpretation hereof.

12.6     Notices.

12.6.1      Where these Terms of Service require SCREENLYYID to provide written notice to Customer, such notice shall be sent to the billing address of Customer that SCREENLYYID has on file or the email address provided for Customer’s or Authorized Users’ Accounts with “administrator” role created at the Website, or if there is no such email address, any email address that SCREENLYYID has on file of Customer. Where these Terms of Service require Customer to provide notice to SCREENLYYID, such notices shall be sent to SCREENLYYID’s address with copy to SCREENLYYID’s email address specified below:

Email address: [email protected]

12.6.2      The parties hereby accept e-mail correspondence as written form of communication between each other. Official notifications of the parties are accepted as in writing if they are sent by e-mail to the email address in Customer’s Account or to a [email protected] email address and the sender and the recipient of the email may by verified.

12.6.3      In case of notices and communications under these Terms of Service where these Terms of Service does not require written form, SCREENLYYID shall have the right to provide notices to Customer using its standard processes for contacting its Customers by using any online channels SCREENLYYID made available on the Website.

12.7    Compliance with Laws. Customer and SCREENLYYID shall comply with all applicable laws, statutes, regulations.

12.8     Severability. If any court or relevant authority determines that any provision of these Terms of Service is unlawful or unenforceable, all remaining provisions will remain in full force and effect, and the provision at issue shall be deemed modified to the maximum extent permissible under law to effect its original intent. SCREENLYYID shall have the right to terminate in accordance with Section 7.1 in the event of any such determination that renders a material provision of these Terms of Service unlawful or unenforceable.

12.9     Waiver. If either party fails to insist that the other party performs any of its obligations under these Terms of Service, or if either party does not enforce its rights against the other party, or if either party delays in doing so, that shall not be deemed that the party has waived its rights against the other party and that the other party does not have to comply with those obligations. If either party does waive a default by the other party, the party will only do so in writing, and that will not mean that this party has waived any later default by the other party. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.

12.10     Headings. The section headings in these Terms of Service are for informational purposes only.

12.10.1   Governing Law. These Terms of Service and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), whether interpreted in a court of law or in arbitration, shall be governed and construed in accordance with the laws of the State of Delaware, excluding that jurisdiction’s choice of law, regulations or statutes without regard to its conflict of laws provisions.

12.10.2 The parties agree to exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (“UCITA”) from this Agreement and from any agreement that may be executed or performed to implement this Agreement.

12.10.3   Amendments to these Terms of Service. Parties agree that SCREENLYYID reserve the right, in our sole discretion, to change and revise these Terms at any time by posting the changes on the Site.  Any changes are effective immediately upon posting to the Site. The most current version will be available on our website, and the Effective Date of the current version is at the top of this page.  By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms, except as provided in the Arbitration and Class Action Waiver section below. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions.  We will provide you with any additional notices or choices with respect to such changes as required by applicable law.

12.10.4   Entire Agreement.  The Terms of Service along with the SaaS Agreement. If applicable constitute the entire and exclusive understanding and agreement between SCREENLYYID and Customer in relation to the access and use of the Website and the Services and supersede and replace all prior and contemporaneous oral or written understandings or agreements between SCREENLYYID and Customer regarding the access and use of the Website and the Services. In case of conflict, the order of precedence of the documents is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) SaaS Agreement (if applicable) (ii) SCREENLYYID Exhibit A (if applicable), (ii) Terms of Service. Except as expressly stated in these Terms of Service, or the SCREENLYYID SaaS Agreement or the SCREENLYYID Exhibit A, SCREENLYYID does not undertake commitments or obligations to Customer. All conflicting terms in any purchase order or other business form employed by Customer or any additional or amended terms sent to SCREENLYYID at any time by Customer are hereby rejected expressly by SCREENLYYID and shall be null and void ab initio.

12.10.5 Precedence. Any purchase order entered into between the parties shall be deemed to incorporate the terms of this Agreement.  If a purchase order contains terms that purport to modify or supplement the terms of this Agreement then those purchase order terms shall have no force or effect, unless expressly agreed to in writing by both parties.  In the case of an inconsistency or contradiction between this Agreement and any purchase order, this Agreement shall prevail.

12.10.6 FCRA. Licensor is not a Consumer Reporting Agency and its services do not constitute Consumer Reports as these terms are defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”) or similar state statutes, Accordingly , Licensor services may not be used in whole or in part as a factor in establishing an individual’s eligibility for credit, insurance, employment, or any other eligibility purpose permitted by the FRCRA.

12.10.7   Other. Parties agree that these Terms of Service shall be deemed a written agreement between the parties and Customer may review the current and previous versions of these Terms of Service at [*]. These Terms of Service are available in English. These Terms of Service shall be deemed existing, valid and effective binding agreement between the parties if concluded pursuant to Section 1.1 without regard to applicable statutory provisions to the maximum extent permitted by applicable laws.

12.10.8   Transitional provisions.  Customers that receive the Services under the previous terms of service at [*] will receive a notice of termination from SCREENLYYID. These Terms of Service shall become a binding commitment between Customer (that receive the Services under the previous terms of service) and SCREENLYYID on the date Customer accepts these Terms of Service via the dedicated checkbox available at the Website, provided that the notice period for terminating the previous terms of service has elapsed. In case the notice period did not elapse at the time of the Customer’s acceptance, these Terms of Service shall become a binding commitment between Customer (that receives the Services under the previous terms of service) and SCREENLYYID on the day following the last day of the notice period indicated in the termination notice. Customers that receive the Services under the SCREENLYYID SaaS Agreement shall continue to receive the Services under the SaaS Agreement. These Terms of Service shall also become a binding commitment between Customer (that receive the Services under SaaS Agreement) and SCREENLYYID on the date Customer ticks the dedicated checkbox implemented by SCREENLYYID at the Website to accept these Terms of Service. In case of conflict between the provisions of the SaaS Agreement and these Terms of Service, the SaaS Agreement shall prevail. The provisions of these Terms of Service shall govern any issues in relation to the subject matter not regulated in the SaaS Agreement.

13. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SCREENLYYID CAN BRING CLAIMS AGAINST EACH OTHER.  THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SCREENLYYID TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION IN COURT.

13.1      Agreement to Arbitrate

In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, You and SCREENLYYID mutually agree to give up our right to resolve disagreements in a court of law by a judge or jury, and, as described below, agree to binding and final arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

You and SCREENLYYID agree that this arbitration agreement is governed by the Federal Arbitration Act, and shall survive even after these Terms or any Services terminate.

Any dispute that arises hereunder will be finally settled by compulsory arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by a panel of 3 arbitrators.  Unless the parties agree otherwise, the hearing will be held in Los Angeles, California; provided, however, that Licensor may seek injunctive relief in any court of competent jurisdiction.

13.2      Claims Covered by Arbitration

Other than the exceptions in Section 15.4, You and SCREENLYYID agree that any disagreement, claim, or controversy arising out of or relating in any way to these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or Your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Services (hereinafter, “Claims”), shall be resolved by final and binding arbitration to the fullest extent allowed by law.

13.3      Delegation to Arbitrator

If there is a disagreement about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), You and SCREENLYYID agree that this threshold disagreement shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disagreements.

13.4      Claims Not Covered by Arbitration

This arbitration agreement shall not require arbitration of the following types of claims:  (1) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction; and (2) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

13.5      Class Action Waiver

Except as otherwise required under applicable law, You and SCREENLYYID agree to bring and resolve any Claims only on an individual basis, and not as a named-plaintiff or class member in any class or representative proceeding.  You and SCREENLYYID acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Claims (hereinafter, “Class Action Waiver”).  Further, the arbitrator may not consolidate more than one party’s claims and may not preside over any class, consolidated, or representative proceeding, unless you and SCREENLYYID agree otherwise in writing.

Notwithstanding any other provision of this arbitration agreement or the AAA Rules, specific disagreements about the scope, applicability, enforceability, revocability or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.  If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.

13.6      Arbitration Rules, Procedures, and Costs

You and SCREENLYYID agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.  The arbitrator will apply the terms of this arbitration agreement and the applicable AAA rules, which are available at www.adr.org or by calling 1–800–778–7879.  If You are an individual person, the arbitrator shall apply the AAA Consumer Arbitration Rules.  If You are not an individual person, but are an entity or company, the arbitrator shall apply the AAA Commercial Arbitration Rules.

If You are an individual person and bring a claim solely for monetary relief of $10,000 or less:  SCREENLYYID will agree to pay for any filing, administrative, or hearing fees charged by the AAA.  If the arbitrator finds that the substance of Your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.

If You are an individual person and bring a claim for monetary relief exceeding $10,000:  The AAA Consumer Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA, including limiting Your filing fee to $200.  In addition, fee waivers or other forms of cost relief at the arbitrator’s discretion may be available. If the arbitrator finds that the substance of Your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.

If You are not an individual person:  The AAA Commercial Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA. The arbitrator shall have the power to decide any motions, including dispositive or summary judgment motions, brought by any party to the arbitration.  The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court to resolve the party’s individual claim, including awards of attorney’s fees and costs, in accordance with the law or laws that apply to the Claim.  The arbitrator shall provide in writing to the parties the basis for any award or decision. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court with proper jurisdiction.

13.7      Severability

Except for the Class Action Waiver in Section 15.5, if any clause within this arbitration agreement is found to be illegal or unenforceable, that specific clause will be severed from this arbitration agreement, and the remainder of the arbitration agreement will be given full force and effect.

13.8 Opt-out

If you are an individual person, You have the right to opt-out and not be bound by this arbitration agreement by sending written notice to SCREENLYYID—clearly indicating your intent to opt out of this arbitration agreement and including the name, phone number, and email address associated with Your account—via email [email protected] Your opt-out notice must be sent within 30 days of Your agreement to these Terms.

If You do not opt-out of this arbitration agreement within the 30-day period, You and SCREENLYYID shall be bound by the terms of this arbitration agreement in full.  If You opt-out of this arbitration agreement within the 30-day period, it will not affect any other, previous, or future arbitration agreements that You may have with SCREENLYYID.

13.9 Pre-Arbitration Notification and Negotiation Process

Prior to initiating an arbitration, You and SCREENLYYID each agree to first attempt to negotiate an informal resolution of any Claims covered in Section 15.2.  This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested.  You must send such written notice to SCREENLYYID via email at [email protected]. SCREENLYYID will send such written notice to the email address You have provided.

During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if You or SCREENLYYID believe a Claim covered in Section 15.2 cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.  In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the AAA Rules.

Acceptable Use Policy

1.1. This Acceptable Use Policy constitutes part of the Terms of Service or other service agreement concluded between SCREENLYYID and SaaS (“Agreement”). Any issues not regulated by this Acceptable Use Policy shall be governed by the provisions of the Agreement.

1.2. Customer must at all times use the Website and the Services in accordance with SCREENLYYID’s acceptable use standards, including but not limited to:

1.2.1. Respecting the law. Customer may use the Website and the Services for lawful purposes only. Customer may not use the Website and the Services in any way that breaches any applicable local, national, or international laws, regulations, and codes. Customer may not use the Website and the Services in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect.

1.2.2. Respecting intellectual property. Customer may not attempt to copy, reproduce, duplicate, modify, create derivative works from or distribute all or any portion of the Website and the Services (including any functions, graphics, features, ideas). Customer may not modify the paper or digital copies of any materials of SCREENLYYID or third parties the Customer has printed off or downloaded in any way, and Customer may not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Customer may not remove any ownership, authorship, or brand notices on the Website and the Services, and Customer must always indicate such authorship and brands.

1.2.3. No competitors. Customer may not access all or any part of the Website and the Services in order to build a website, a product or service which competes with the Website and/or the Services. Customer is specifically not allowed to use the Website and the Services to create a competitor or facilitate the design of any or all of a competitor service. Competitors, and any individuals or entities acting on behalf or in the guise of any Competitor, may only create an Account with the prior written consent of SCREENLYYID.

1.2.4. Services Security. Customer may not interfere with, damage or disrupt any part of the Website and the Services or any software used in the provision of the Website and the Services, or any equipment or network on which the Website or the Services are stored. Customer may not attempt to gain unauthorized access or assist third parties in obtaining unauthorized access to the Website and Services, the server on which the Website or the Services are stored or any server, computer or database connected to the Website and the Services. Customer may not defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Website and the Services, the server on which the Website and the Services are stored or any server, computer or database connected to the Website and the Services. Customer must not attack the Website or the Services via brute-force attacks, a denial-of-service attack, or a distributed denial-of service attack. Customer may not attempt to undertake any security testing of the Website and the Services without the prior written consent of SCREENLYYID.

1.2.5. Account security. Customer must use strong passwords that are created and maintained in compliance with the applicable industry standards and SCREENLYYID’s password policy. Customer expressly agrees that SCREENLYYID may refuse the creation of the Account if the chosen password does not fulfil SCREENLYYID’s password policy requirements. Customer shall ensure that the Account login credentials are managed in accordance with industry-standard password management requirements.

1.2.6. No crypto-mining, or other malicious use of the Services. Customer may not attempt to use the Website and/or the Services (or any portion thereof) to undertake the mining of cryptocurrencies, or to perform any other resource intensive tasks not related to the purpose of the Services.

1.2.7. No reverse engineering. Outside the extent it is allowed by applicable laws, no one is allowed to reverse engineer, or attempt to reverse engineer decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Website and the Services.

1.2.8. No Data Harvesting. No one is allowed to collect or harvest any personal data from the Website or any Service.

1.2.9. No scraping. No one is allowed to access, search the Website and the Services by any means other than SCREENLYYID’s publicly supported user interfaces (e.g. it is prohibited to access, search the Website and the Services via web scraping or web crawling). No one is allowed to access the Services through any technology or means other than as SCREENLYYID may explicitly designate for this purpose.

1.2.10. No automated registration. Accounts registered via automated methods are prohibited except if expressly permitted and/or intentionally enabled by SCREENLYYID.

1.2.11. No trial fraud. One Customer may not participate in more than one trial period. It is prohibited to apply for or use multiple or consecutive trial plans.

1.2.12. No spam. Customer may not use the Website and the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation.

1.2.13. No viruses. Customer may not use the Website and the Services to knowingly transmit or introduce any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs, materials or similar computer code designed to adversely affect the operation of any computer software or hardware.

1.2.14. No commercial distribution. Customer may only use the Website and the Services for internal business purposes, unless otherwise authorized by SCREENLYYID in writing. Customer may not distribute any part of, or parts of the Website or the Service, including but not limited to any data or content featured on the Website, in any medium without SCREENLYYID’s prior written authorization.

1.2.15. Authorized Users and third parties. Customer may not authorize, permit, enable, induce or encourage any Authorized User or any third party to perform any activities regarding the Website and the Services that are in breach of these Terms of Service.

1.2.16. No consumers. Customer may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use solely by businesses.

1.2.17. Sanctions Regimes. Customer, any individual or any legal entity (and their Affiliates, and their executive officers, employees, owners and ultimate beneficiaries), that are subject to any restrictions under the Sanctions Regimes, are expressly prohibited from accessing and using the Website and the Services.

SUPPORT TERMS

1.1. Any terms that are not defined herein have the meaning indicated in the SCREENLYYID Terms of Service.

1.2. , Licensor shall provide Customer in a timely manner with ongoing support services for the Product during Licensor’s normal business hours, Monday through Friday, 7:00 AM through 8:00 PM (AEST), holidays excluded. These services include periodic Updates and resolution of alleged errors or malfunctions reported by Customer to Licensor. The support services do not include on-site services or training.

1.3. Customer may initiate a helpdesk ticket during Support Hours or any time by emailing to SCREENLYYID’s support email address [email protected].

1.4. SCREENLYYID will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

SERVICE LEVEL TERMS

1. Service Availability

1.1 The Provider agrees to maintain a service availability level of 99.9% measured monthly for the services provided to the Customer.

1.2 Service availability is defined as the ability of the service to be accessible and operational, excluding any downtime caused by factors beyond the Provider’s reasonable control.

2. Exclusions

2.1        “Exclusions” means unavailability (i) caused by factors outside of Licensor’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Licensor’s applicable Service(s); (ii) that result from Customer’s Application, failure of equipment, software, technology or facilities provided by Customer, including but not limited to, network unavailability or bandwidth limitations outside of Licensor’s network; or (iii) arising from Licensor’s suspension and termination of Customer’s right to use the applicable Service(s) in accordance with this Agreement.

2.2        Scheduled Maintenance and Downtime: The Provider may perform scheduled maintenance activities on the service. During these maintenance windows, the service may be temporarily unavailable. The Customer acknowledges that such downtime is necessary for maintaining the service’s performance and functionality. Therefore, the Customer cannot hold the Provider liable for any downtime occurring during scheduled maintenance.

3. 
   Exclusion of Liability for Downtime or Outages

3.1        The Provider shall not be liable in any manner for any downtime, outages, or disruptions in the service, whether caused by scheduled maintenance, force majeure events, technical failures, or any other reason beyond the Provider’s reasonable control. The Customer acknowledges and agrees that the Provider shall not be responsible for any damages, losses, or liabilities arising directly or indirectly from such downtime or outages, including but not limited to loss of revenue, business interruption, or damage to reputation. The Customer further agrees to hold the Provider harmless and indemnify the Provider against any claims, demands, actions, or proceedings brought against the Provider arising from or related to such downtime or outages. This exclusion of liability shall survive the termination or expiration of this agreement.

4. Credits and Remedies

4.1 No credits or reimbursements shall be offered to the Customer for any downtime occurring within the agreed service availability level or for any downtime resulting from scheduled maintenance.

4. Reporting and Monitoring

4.1 The Provider shall monitor the service availability.

5. Term and Termination

5.1 These Service level terms  shall remain in effect for the duration of the service agreement between the Provider and the Customer or while the customer is bound by the companies terms of Service.

EVALUATION PERIOD TERMS

Programs, API and SDK

1. The Evaluation Period Terms set out in this agreement for the use of SCREENLYYID programs, API’s and SDK’s for evaluation purposes. SCREENLYYID reserves the right to only activate an Evaluation Period for customers at its sole discretion.

2            Licensor grants the Licensee the right to install and evaluate the Program(s) for a 60-day evaluation (the “Evaluation Period”), limited to 200 (Two Hundred) transactions only during the Evaluation Period.  The Evaluation Period shall commence on the date a temporary license key is received and, if applicable, the SDK is downloaded by Licensee (the “Effective Date”).  No charges shall apply to Licensee’s use of the Program(s) during the Evaluation Period. The Evaluation Period may be extended upon mutual consent of both parties, by authorized representatives of each party through notification and acceptance by email.  Licensee may terminate this Agreement at any time upon written notice to Licensor.

3. Licensor hereby grants Licensee a nonexclusive, non-transferable, revocable, royalty-free evaluation license to use the Program(s) during the Evaluation Period (the “License“). The License may be used solely by the Licensee for internal use in order to evaluate the Program(s) during the Evaluation Period.  The Licensee agrees that it will not engage in the sale of the Programs in any manner, nor will it promote, sell and/or sublicense the Programs or use thereof to prospective end-users.
4. Licensee agrees that during the term of the Evaluation Period, it will (i) only use the Program(s) for lawful purposes; and (ii) not violate any law of any country with its use of the Programs including, but not limited to, data privacy laws.
5. Licensee acknowledges that it will be necessary during the Evaluation Period to submit identification documents in order to test the Programs. Licensee agrees that it will be responsible for obtaining the unambiguous and explicit consent of the owner of the identity documents for the collection, export (if relevant) and processing of his/her personal data for the purpose of evaluating the Programs.  Licensee shall indemnify Licensor for any liability arising out of failure to obtain consent from the owner of the identity document for use of his/her personal data in the manner described above during the Evaluation Period.
6. During the performance of this Agreement, it will be necessary for the parties to exchange certain information which they deem to be confidential and proprietary to their respective businesses. In order to protect this information, the parties may agree to enter into the nondisclosure agreement (“NDA”).  Licensee understands and agrees that the Program(s) constitutes Confidential Information (as that term is defined in the NDA) of Licensor and Licensee agrees to maintain the Program(s) in confidence to the same extent that Licensee protects its own proprietary information. Licensee shall not be entitled to disclose the results of any benchmarking of the Software that it may conduct during the Evaluation Period. Licensee is not authorized to duplicate the Program(s) (other than as necessary to install and operate them), to disclose the Program(s) to persons outside of Licensee’s company (other than to its Affiliates), to reverse engineer, disassemble or decompile the Programs(s) or to use the Program(s) for any purpose other than evaluation.
7. In the event that Customer provides or Licensor request samples of identification documents in order to improve the accuracy of Licensor’s libraries for such documents, Customer shall be solely responsible for obtaining from the owner of the identification document his/her unambiguous and explicit consent to the collection, export and processing of his/her personal data for such purpose and Customer shall indemnify Licensor for any liability arising out of failure to obtain the owner’s consent to use of his/her personal data in such manner.
8. Upon receipt of this signed and dated Software Evaluation Agreement, Licensor agrees to arrange for FTP distribution of the Program(s) and its/their documentation.
9. Licensor agrees at the conclusion of the Evaluation Period that Licensee is under no obligation to enter into a License Agreement for the Program(s). If a License Agreement for the Program(s) is not entered into, Licensee agrees that within five (5) business days of the expiration or termination of the Evaluation Period, all copies of the Program(s) will be removed from any machine which they have been installed, to permanently erase or destroy all copies and derivative works thereof and no backup or archival copies will be retained, and all originals will be returned in good condition.  If the Program(s) has/have not been destroyed by Licensee within five (5) days of the end of the Evaluation Period, Licensee will be invoiced for the Program(s) during the Evaluation Period.
10. Licensee agrees that the intellectual property rights to the Evaluation Product (including any trademark, industrial design, trade name, service mark, copyright, and/or copyrighted material) (the “Intellectual Property Rights”) are and shall remain the sole property of Licensor. The use by Licensee of any Intellectual Property Rights is authorized only for the purpose set forth herein and Licensee agrees not to violate the Intellectual property Right of any third party during its use of the Program(s) during the Evaluation Period.  Upon termination of this Agreement, for any reason, authorization to use the Intellectual Property Rights of the Licensor shall cease.
11. Each Program is furnished to Licensee “As Is” and Licensor makes no warranty that Licensee’s use of the Program(s) will be uninterrupted or error free. Licensor makes no other warranties of any kind whatsoever with respect to any Program furnished hereunder, including, but not limited to, warranties (express or implied), of merchantability and fitness for a particular purpose.  Licensee is solely responsible for procuring the rights to any application (mobile, online etc.) and ensuring interoperability between the application and the Program.
12. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR PROFITS OR LOST DATA OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OF THE PROGRAM, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR’S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED US$500.
13. Licensee may not assign this Agreement without the written permission of Licensor.
14. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to any conflict of law regulations that may be applicable.
15. If any provision of this Evaluation terms is held by a court of competent jurisdiction to be unenforceable to its full extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be modified by such court accordingly and that the whole of such provision of this Agreement shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to the law.
16. This Evaluation terms contains the entire terms with regard to the subject matter of an Evaluation Period and may not be modified, except by written amendment executed by both parties.

Exhibit A – Products and Definitions

“SCREENLYYID Identity verification (IDV)” means Licensor’s SaaS solution that combines Document Authentication that recognizes various identity documents such as passports, visas and driver’s licenses from around the world, extracts all biometric and alphanumeric data contained in the document, and authenticates the documents using proprietary document forensics, along with SCREENLYYID Passive Liveness Module.  This solution is SaaS service hosted by SCREENLYYID.

“SCREENLYYID Document Authentication” means Licensor’s SaaS solution that recognizes various identity documents such as passports, visas and driver’s licenses from around the world, extracts all biometric and alphanumeric data contained in the document, and authenticates the documents using proprietary document forensics.

“SCREENLYYID Passive Liveness Module” matches facial biometrics using the face picture from an identity document with a selfie image. The face is paired with on device passive liveness detection for one seamless process.  Results are achieved in seconds and helps prevent fraudsters from using static images.  SCREENLYYID passive Liveness can also be used in conjunction with SCREENLYYID OCR IDScan or SCREENLYYID IDV processing for additional assurance.

“SCREENLYYID Admin Dashboard” means a Web-based “SaaS” solution that allows clients to run and initiate checks, review results, review API documentation and mange users and billing.

“SCREENLYYID OCR IDScan Module” means Licensor’s patented ID capture and processing Software as a Service (“SaaS”) solution designed to quickly extract data from a captured image of a particular identification document on an optimized cloud infrastructure hosted by SCREENLYYID and auto-populate the extracted data to customized fields.

“SCREENLYYID Electronic Identity Verification (eIDV) Module ” refers to information gathered from Customer’s client to meet the know-your-customer (“KYC”) requirements. We cross-check a person’s Name, Address, Date of Birth, and National ID against multiple in-country data providers until a match is found.

“SCREENLYYID AML Watchlist Screening Module” means Licensor’s solution for Sanctions, PEP and global watchlist screening. SCREENLYYID’s global sanctions, PEP and watchlist check gathers data from an extensive variety of international agencies of high-risk individuals and organizations from around the world. This process is used to determine whether an individual may or may not be listed on an Enhanced Sanctions, Politically Exposed Persons database. SCREENLYYID will advise if there is a potential match based on name and date of birth. In the event there is a potential match, a data set containing the potential match(es) will be provided to the Customer for further review and analysis.

“SCREENLYYID Address Verification Module” means the Licensor’s solution for running address verification checks. The Address verification Module instantly check, verify and correct global addresses according to USPS and global post standards.

“SCREENLYYID Email Verification  Module” means the Licensor’s solution for running Email Verification checks. The Email Verification Module effectively parse, validate and clean an email address in real time along with providing important additional data attributes on the email address.

“SCREENLYYID Phone Verification Module” means the Licensor’s solution for running phone verification checks. The Phone Verification Module validate that a number is active, live and gain additional data attributes such as carrier name, ported status, device status and valuable location details. During the Phone verification check a HLR lookup on the phone number is included and run.

“SCREENLYYID IP & Device Analysis Module” means the Licensor’s solution for collecting unique identifying information from a digital device including but not limited to, IP address information, is a VPN or proxy service being used, we check the host reputation of an IP address to identify if the IP on a blacklist blocklist to discern high risk device ID’s. We detect for bots and botnets, tor nodes, phishing hosts, attack sources, criminal netblocks, malicious spiders and much more.

“SCREENLYYID BIN Lookup Module” means the Licensor’s solution for identifying bank card type, country and location details and full issuer details. Ideal for fraud protection systems and payment analysis.

“SCREENLYYID Social Profile Data Enrichment Module” means the Licensor’s API solution that provides data attributes linked to the queried social profile URL.