1.1 Access: Subject to the terms and conditions of this Agreement and payment of all Service Fees, if applicable, ID23 will provide you, a Registered User, with Access to the Web Services and your Authorized Users with Access to the Mobile Application.
1.2 Scheduled Available Time: ID123 will take commercially reasonable efforts to make the Products available twenty-four (24) hours per day, seven (7) days a week, excluding:
1.2.1 Scheduled downtime for systems maintenance, including without limitation diagnostics, upgrades and operations reconfiguration.
1.2.2 Unscheduled downtime caused by forces beyond the immediate control of ID123, hardware failures, or downtime caused by network or the Internet connection problems.
1.4 Registration: The Products are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Products are not available to individuals under the age of 18. If you are using the Products in the capacity as an employee or agent, you must have the ability to bind your employer by your use of the Products.
1.5 Third Party Services: If you access the Services through a third party (a “Third Party Service”), you agree and acknowledge that we are not responsible or liable for any actions of such third party or for any aspect of such Third Party Service. Your use of such Third Party Service is at your own risk and agree and acknowledge that we may terminate such Third Party Service’s ability to interact with the Services at any time, with or without notice, and in our sole discretion.
Service Level Agreement (SLA): We will make the Services available twenty-four (24) hours per day, seven (7) days a week with an uptime target of 99.9%, excluding Scheduled Maintenance.
Age Restrictions: Persons under the age of 13 may not use the Service. Any access to or use of the Service by anyone under 13 years of age is expressly prohibited. By accessing or using the Service, you represent and warrant that you are 13 years old or older.
2.2 License Restrictions: You may not: (a) copy, modify, sell, lease or distribute the Services; (b) modify, translate or otherwise create derivative works of the Services; or (c) disassemble, decompile or reverse engineer the object code or source code of the Services.
2.3 Registered User Data: You hereby grant to ID123 a revocable, nonexclusive, worldwide, royalty free, limited license to Registered User’s Data solely as necessary to perform the services for you as contemplated by this Agreement. To that end, ID123 may copy, modify, execute and backup such data as necessary to perform its duties under this Agreement. ID123 will treat such data as Confidential Information except as required by law.
2.3.1 You represent and warrant that you are the owner, agent or authorized licensee of all right, title and interest in and to any intellectual property, proprietary rights or other rights relating to Registered User Data and such data or use thereof is not harassing, defamatory, libelous, abusive, threatening, obscene, coercive, or objectionable, including material that is false, misleading, inaccurate or will violate any applicable law or regulation.
3. App Stores
3.1 Google Play Store:
The following applies to any Mobile Applications you download from the Google Play Store (“Google-Play App”): (i) you acknowledge that the Terms are between you and ID123 only, and not with Google, Inc. (“Google”); (ii) your use of Google-Play App must comply with Google’s current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Play App; (iv) ID123, and not Google, is solely responsible for its Google-Play App; (v) Google has no obligation or liability to you with respect to Google-Play App or the Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Terms as relates to ID123 Google-Play App.
3.2 Apple App Store
The following applies to any Mobile Applications you download from the App Store (“App Store-App”): You acknowledge and agree that these Terms are solely between you and ID123, not Apple, and that Apple has no responsibility for the App Store-App or content thereof. Your use of the App Store-App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-App. In the event of any failure of the App Store-App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to ID123 as provider of the software. You acknowledge that Apple is not responsible for addressing any of your claims or those of any third party relating to the App Store-App or your possession and/or use of the App Store-App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to ID123 as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-App or your possession and use of that App Store-App infringes that third party’s intellectual property rights, ID123, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and ID123 acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the App Store-App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the App Store-App against you as a third-party beneficiary thereof.
3.3 Mobile Apps
The Services are made available through a mobile device (“Mobile Apps”). To use the Mobile Apps you must have a mobile device that is compatible with our Mobile Apps. We do not warrant that the Mobile Apps will be compatible with your mobile device. You may incur data or text messaging charges from your wireless provider for using the Mobile Apps. You agree that you are solely responsible for any such charges. ID123 hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Apps, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Apps to any third party or use the Mobile Apps to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Apps; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Apps, features that prevent or restrict use or copying of any content accessible through the Mobile Apps, or features that enforce limitations on use of the Mobile Apps; or (v) delete the copyright and other proprietary rights notices on the Mobile Apps. You acknowledge that ID123 may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Apps is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and ID123 or its third-party partners or suppliers retain all right, title, and interest in the Mobile App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. ID123 reserves all rights not expressly granted under these Terms.
3. Intellectual Property
3.1 ID123 Intellectual Property: ID123 exclusively owns or has obtained licenses for all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation or techniques provided in the Service. You agree and acknowledge that no title to any Intellectual Property embodied therein passes to you under these Terms or your use of the Services.
3.2 Users Intellectual Property: You will retain exclusive ownership in all intellectual property rights, title and interest in any Confidential Information you provide while using the Services . We acknowledge that no title to any of your intellectual property passes to us under this Agreement. We shall not obtain any right, title or license to Registered User Data by virtue of your use of the Services, except a license to maintain and process such Registered User Data to the extent necessary to provide the Services.
3.3 Uploaded Content: By displaying, uploading, creating or publishing any content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (collectively, “Content”) through the Services, you hereby grant ID123, a non-exclusive, fully-paid and royalty-free, worldwide license to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit, and distribute such Content on your behalf. This license will immediately terminate at the time you remove such Content from the Services and terminate your account. Notwithstanding the foregoing, a backup or residual copy of the Content posted by you may temporarily remain our servers after you have removed the Content. You further agree to pay for all royalties, fees, and any other monies owing to any person for Content you uploaded should a license be required.
4. Authorized Users
4.1 Authority: In consideration of your use of the Services, you agree (a) that your Information will be true, accurate, current and complete, and (b) to maintain and promptly update your Information to keep it true, accurate, current and complete. You acknowledge and agree that you have the right to become User.
4.2 User Passwords / Temporary Codes: ID123 does not use passwords for Users. We send temporary codes or links to your delegated contact address in order to authenticate your account. You are responsible for maintaining the confidentiality of your account by restricting access to these temporary codes and links on your authenticated devices. You agree to accept responsibility for all activities that occur under accounts you have authenticated.
4.3: Account Passwords: ID123 does use passwords for Institution Accounts. Passwords are encrypted and not accessible by ID123 support. If you have forgotten your password, you must reset it. You are responsible for maintaining the confidentiality of your account emails and passwords. You agree to accept responsibility for all activities that occur under your email logins. You will immediately notify us if you determine, or have reason to believe, that an unauthorized party has gained access to your account email and password. You authorize us to rely upon information and/or instructions set forth in any data transmission from the administrative email addresses listed in your account.
5. Financial Obligations
5.1 Free Tier: ID123 does not charge Users any fees for use of the App or Service. Institutions may claim their account and manage their Institutions issued cards for free.
5.2 Paid Tiers: Institutions may choose to upgrade to a Paid Tier. The recurring fee for Paid Tiers are charged monthly or annually, in advance in US Dollars. By default, Paid Tiers will be charged to your valid credit card for the then-current billing period. Any transactional fees occurring during the plan will be charged at the end of each month. You hereby authorize us to charge your credit card for such Paid Tier fees and transaction fees from the date you sign up for a Paid Tier and continuing until you terminate your account.
5.3 Postpaid Invoice Billing: Institutions that exceed $500 in billings per month pay request to pay by check or wired funds.
5.4 Suspension of Service: If we are unable to collect payment for an approved charge within the agreed terms, whether the form of payment is by credit card or by check or wire, access to an account may be suspended or the account may be terminated.
6. Confidential Information
6.1 Business Terms: Under no circumstances may either party disclose any special pricing or business terms related specifically to this Agreement, or any negotiations thereof, to any third party (including, but not limited to, competitors, industry analysts, press or media).
6.2 Mutual Non-Disclosure: Neither party will use any Confidential Information of the disclosing party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing party. Each party will use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. Neither party is allowed to disclose the other party’s Confidential Information to any person or entity other than the receiving party’s officers, employees, consultants and legal advisors who need access to such Confidential Information to affect the intent of the Agreement. Each party agrees to notify the other of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.
7.1 Termination by You: You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with us. Users may terminate their relationship with ID123 at any time by logging in to the Services and deleting their cards and account. ID123 shall retain a license to data provided by Users until the User deletes their account. Institutions may terminate our relationship by providing 30 day notice of termination to ID123. We will delete Institutional Data except for data for which the Institution has granted a license to users as part of the card installation process. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. ID123 IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT.
7.2 Termination by Us: We may suspend, delete, limit, deactivate or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services is no longer commercially available (iv) you stop using the Services for more than 180 days . In such a termination event, the license granted hereunder shall automatically terminate. ID123 shall have no liability to you or any third party because of such termination or action. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following Sections shall survive:
8. Limitation of Liability
8.1 Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ID123 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON,THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT, SHALL THE AGGREGATE LIABILITY OF ID123 EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID ID123, IF ANY, IN THE PAST SIX MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT ID123 HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.1 Mutual Warranty: Each party warrants to each other that it has the right and authority to enter into, and to grant the rights and perform the obligations described in these Terms.
9.2 As-Is Basis: Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, ID123 DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER ORAL, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from ID123 or through the Services, will create any warranty not expressly made herein.
9.3 Links: The Products may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the ID123 of such websites or resources or the content, products, or services Available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
10. Information Security
10.1 Safeguards We will employ, and shall require any third party contractors to employ security measures that include the implementation of reasonable and appropriate administrative, technical and physical safeguards to protect Registered User Data under our control against unauthorized access or loss.
10.2 No Malware: We have not, and will not introduce into the Services, any malware including, without limitation, spyware, viruses, worms, adware, keystroke loggers, dialers, time bombs or time locks.
10.3 Restricted Access: We will implement reasonable restrictions regarding physical and electronic access to information and systems, including, but not limited to, physical access controls, secure user authentication protocols, secure access control methods, firewall protection, malware protections, and use of encryption for information being transmitted across the public internet or wirelessly and as otherwise required by privacy laws and regulations.
10.4 Policies: We maintain a reasonable and appropriate written data security policy that includes technological, physical, administrative and procedural controls to protect the confidentiality, integrity and availability of information and systems that encompasses access, retention and transport of information and that provides for disciplinary action in the event of its violation.
10.5 Access Control: We will prevent terminated employees from accessing information and systems by immediately terminating their physical and electronic access to such information.
10.6 Compliance: We will employ assessment, monitoring and auditing procedures to ensure internal compliance with these safeguards.
10.7 Annual Assessment: We will conduct a complete assessment of these safeguards at least annually.
10.8 Disaster Recovery: We will take regular backups of your Content and Data.
11. Export of Service
11.1 Export Control The Services are subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”). You represent and warrant that (a) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (b) you will not export, re-export, or transfer the Services to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any equivalent lists provided by other countries, without the necessary export license(s) or authorization(s).
12. Data Processing Addendum
12.1 Data Processing: If you are a paying Registered User to the Service, to the extent that we process any Personal Information (as defined in the DPA) contained in Registered User Data that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Service, the terms of the data processing addendum at https://www.id123.io/terms/dpa/ (“DPA”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to these Terms of Service shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.
13.1 Notices You may give notice to ID123 at any time by letter delivered by registered mail with return receipt to: ID123 Inc, 397 Moody St. STE 202 Waltham MA 02453. If you have any questions about these Terms, please contact us at help@ID123.io.
13.2 Choice of Law: These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Service will be brought solely in the federal or state courts located in Boston, MA., United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum
13.3 Arbitration and Equitable Relief: The parties agree that any dispute or claim arising out of or relating to any interpretation, construction, performance or breach of these Terms, will be settled by expedited arbitration to be held in the Commonwealth of Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Each of the parties will separately pay its counsel fees and expenses. The prevailing party as determined by the arbitrator will be entitled to costs and fees associated with the action.
13.4 Independent Entities: The parties are independent entities. Neither party will be deemed to be an employee, agent, partner nor legal representative of the other for any purpose, and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
13.5 Severability: The failure of ID123 to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
13.7 Survival: The respective rights and obligations under all sections of this Agreement that by their nature should survive termination will survive termination including, without limitation, ownership, warranty disclaimers and limitations of liability.