End User License Agreement (EULA) for ID123

Effective Date: Dec 1, 2023

Introduction

Your employer, institution, school, association, organization, local government body, or another entity (the “Issuing Authority”) may have issued you (or your dependent) a digital ID card or digital credential (“Credentials”) to store and use with a mobile application (“Application”) offered by ID123 Inc (“Company,” “ID123,” “we,” “us,” or “our”). This End User License Agreement (“EULA”) is a legal agreement solely between you and ID123 Inc. The EULA outlines the terms and conditions under which you (or your dependent with your permission) are licensed to use the Application to store, manage a Credential issued by an Issuing Authority. By accepting these Terms (i) you represent that you are of legal age to enter into a binding contract and (ii) you signify that you have read, understood, and agree to these Terms (and that such Terms are enforceable like any other written negotiated agreement signed by you) and certify that you are at least 13 years old or older. If you do not agree to these Terms, you may not use the Application. If you are not at least 13 years old, you may not use the Application until your parent or guardian accepts these Terms.

1. Registering & Credentials

Upon receiving an invitation or instruction from your Issuing Authority, you will register with the Application directly and upon your own initiative by providing your email address and authenticating yourself through a one-time passcode or through Single Sign-on. Upon successful registration, an account is created (“Application Account”). You may also provide us with personal information such as your name and your communication preferences. In addition to storing your email address, the Application will collect certain device information to identify your device and generate pseudonymized tokens representing the device and your account. The Application may also request your consent to receive Push Notifications through Apple and Google Services (“Cloud Services”) and if approved, a Push Token is generated identifying your device with the applicable Cloud Services. All your Application Account data, device information, and the tokens generated or received will be stored in the logical data region you selected to be registered in (“Data Regions”). You may register an Application Account in multiple logical data regions, each being its own unique account. Issuing Authorities may then invite you to install a Credential in the data region they are registered in. You may install the Credential into your Application Account after registering with us and authenticating with them. Your Issuing Authority will configure how they would like to authenticate you as part of the Credential installation process. Each successfully installed Credential will remain linked and visible in your Application Account until the Credential is uninstalled by you or is revoked by the Issuing Authority. Each Credential may support a different design, rules, features, and External Services. Your use of each Credential is subject to the Terms and Use Restrictions of its Issuing Authority.

2. Data Collection and Privacy

When you register within the Application, we collect information about you to authenticate your identity, communicate with you, and provide you with certain services (“Registration Data”). You agree to this collection, storage, processing, and transfer of personal information to us as Registration Data as well as give us express consent to communicate with you in relation to our services. When authenticating with your Issuing Authority to install a Credential into your account, you may request that we share your device and personal information with them. You also may request that we share information with them on your behalf in the future to renew, use or update a pre-installed Credential. You agree to this collection, processing, storage, and transfer of device and personal information to our servers and the onward transfer of such information to your Issuing Authorities. You also give your express consent for them to communicate with you in relation to the Credential they provide or have provided. Your issuing authority may provide us with confidential information about you (“Institution Data”) to generate your Credential or communicate with you. You give your express consent for us to communicate with you in relation to the Credential through the communication method they provide us. Your issuing authority may also provide us with information to enable the use of your Credential with other External Services (such as door locks). You agree to the processing, storage, and transfer of Institution Data to us. After you are authenticated and your Credential is installed in the Application, we may collect additional information for your Issuing Authority regarding your usage of the Credential. All rights, title, and interest in and to the Institution Data, including all associated intellectual property rights, remain with the Issuing Authority and their licensors. You agree that we may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals— to facilitate the provision of software updates, product support, and other services to you related to the Application. We may use this information to improve our products or to provide services to you and your Institution.

3. License Grant

The Application is licensed, not sold, to you. All rights, title, and interest (including, without limitation, all copyrights, trademarks, and other intellectual property rights) in and to this Application belong to us or our licensors. Subject to your compliance with these Terms, we grant you a non-transferable, non-assignable, revocable, limited license to download and install this Application on a mobile device that you personally own or control and to use it solely for your own personal, non-commercial use. You may not install or use a copy of the Application on a device you do not own or control. You may not sell, rent, lend, lease, redistribute, or sublicense the Application or circumvent any technical limitations in the Application or otherwise interfere in any manner with the operation of the Application, or the hardware or network used to operate the Application. You may not copy, reverse engineer, decompile, disassemble, modify, create derivative works, or otherwise attempt to derive the source code of this Application. This Application and its content are protected by copyright under both United States and foreign laws. Any use of the Application and its content not explicitly permitted by these Terms is a breach of this agreement and may violate the law. This EULA is effective until terminated by you or us. Your rights under this EULA will terminate automatically without notice if you violate or fail to comply with any of its terms. If this EULA is terminated, your license to use this Application automatically terminates, and you must immediately cease using the Application and destroy all copies, full or partial, of the Application.

4. Your Responsibilities

Use of the Application requires services and equipment such as a compatible mobile device, a compatible operating system, an email account, and internet access. We are not responsible for issues arising from such services or equipment. You are solely responsible for any applicable third-party fees incurred in connection with your use of the Application (such as voice, SMS, or data charges). You are responsible for maintaining the confidentiality of your mobile device, email accounts, Application login, and authentication methods (such as PIN codes, one-time passcodes, and passwords) and will not disclose or share them with third parties or use the Application for any unauthorized purpose. Any unauthorized use of your Application login or authentication methods is your responsibility. You should lock your mobile device when not in use to avoid any misuse of the Application. You agree not to use the Application to communicate in an offensive or obscene manner, or to spam, threaten, defame, or harass others. We are not in any way responsible for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using the Application. We reserve the right, but do not assume the obligation, to remove any objectionable activity or language used in the Application at any time. You shall not use the Application to falsely state or otherwise misrepresent yourself or your affiliation with any person or entity; or to intentionally or unintentionally violate any applicable local, state, national, or international law. You will ensure that the information you provide to us through the Application is accurate and complete. You agree not to use the Application to copy, modify, or create derivative works of any Credential or to rent, lease, lend, sell, sublicense, or otherwise distribute a Credential to others. You agree not to use the Application to create, upload, transmit, use, display, or store fraudulent identity documents to obtain a Credential and will not transmit or store infringing, obscene, threatening, or unauthorized materials within a Credential. You agree not to use a Credential to misrepresent the identity of yourself, any individual, or entity. We are not responsible for the content of any message or communication sent or posted by Issuing Authorities, nor do we guarantee the truthfulness, accuracy, or validity of any such communication. Any action you take or do not take based upon information posted to the Application is done at your own risk. You acknowledge that ID123 only acts as a passive conduit for the distribution of Credentials and Communications posted by Issuing Authorities and is not responsible or liable to you or any third party for the availability, timeliness, or accuracy of those Credentials or Communications.

5. Maintenance and Support

We will provide you with maintenance and support services with respect to the Application, and your Issuing Authority shall provide you with support services with respect to the Credentials stored in the Application. No other party has any obligation whatsoever to furnish any maintenance and support services with respect to the Application or Credentials. You agree that any support request information submitted to us may be viewable to our employees, vendors, and contractors.

6. External Services

The Application may enable access to third-party applications, integrations, services, and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. External Services may not be available in all languages. We are not responsible for examining or evaluating the content, availability, accessibility, security, or accuracy of any External Services and shall not be liable for any such External Services. We are not responsible for the terms and conditions or privacy policies of any External Services you avail yourself of. You will not use the External Services with the Application in any manner that is inconsistent with the terms of this EULA. You agree not to use the External Services to harass, abuse, stalk, threaten, or defame any person or entity. You understand that by using any of the External Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the External Services at your sole risk and that neither ID123 nor its agents shall have any liability to you for content that may be found to be offensive, indecent, or objectionable. Certain External Services may request you share, display, use your data stored in the Application or allow you to upload or enter your own data. By using the External Services, you acknowledge and agree that neither ID123 nor its agents are responsible for the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such External Services, or the data you choose to share, display, use, upload, or enter through those External Services. Neither ID123 nor its agents warrant or endorse, and each does not assume and will not have any liability or responsibility to you or any other person for any External Services. To the extent you choose to use such External Services, you are solely responsible for ensuring the External Services remain in compliance with any applicable laws. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Services at any time without notice or liability to you.

7. Intellectual Property Rights

We alone (and our licensors, where applicable) shall own all rights, title, and interest, including, without limitation, all intellectual property rights, in and to the Application and any suggestions, ideas, enhancement requests, feedback, recommendations, or other product-related information provided by you or any other party relating to the Application. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Application shall be owned solely and exclusively by us and/or, as applicable, our third-party vendors, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide therein and thereto, and you hereby assign to ID123 any and all of your rights, title, or interests that you may have or obtain in the Application or any modification to or derivative work of the Application. You shall not remove or authorize or permit any third party to remove any proprietary rights legend from the Application. The materials within the Application are copyrighted by us, your Issuing Authority, and/or other applicable rights holders. Any use of the materials is strictly prohibited without our prior written permission and the permission of the applicable rights holder(s). In the event of any third-party claim that the Application infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

8. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO THIRD PART HAS ANY WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.

9. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ID123 BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five dollars ($5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

10. Choice of Laws, Jurisdiction, Entire Agreement

You expressly agree that these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions or your actual state or country of residence. You further expressly agree that exclusive jurisdiction for any dispute with ID123 in any way relating to your use of this Application is in the federal or district courts of the Commonwealth of Massachusetts, Suffolk County, and you agree and expressly consent to the exercise of personal jurisdiction in state or federal court in the Commonwealth of Massachusetts, Suffolk County, in connection with any such dispute including any claim involving ID123 or our affiliates. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and it supersedes all previous or contemporaneous agreements, proposals, and communications, written or oral, relating to that subject matter. As a user of the Application, you agree to contact us prior to seeking legal recourse for any harm you believe you have suffered from your use of the Application. In the event that you believe our Application has harmed you, you agree to inform us and to give us thirty (30) days to cure the harm before initiating any action. You also agree that you must initiate any cause of action within one (1) year after the claim has arisen, or you will be barred from pursuing any cause of action. The terms of the United Nations Convention on Contracts for the International Sale of Goods are excluded from this Agreement.

11. Indemnity

You will defend, indemnify, and hold ID123, its officers, directors, employees, agents, licensors, and vendors, harmless from and against any and all claims, actions, or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (i) your violation of these Terms, whether by act, omission, or negligence, or by any other person using your account, (ii) your use of the Application or a Credential, (iii) your violation of any rights of another, and/or (iv) any communications, content, or other material posted to or transmitted through the Application by you or by others using your account.

12. Apple’s Rights as Third Party Beneficiary

If you install the Application on an Apple device, you agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this agreement. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary. Aside from Apple, there are no third-party beneficiaries to this agreement. These Terms constitute an agreement strictly between ID123 and you, and you acknowledge that ID123 (in accordance with the limitations herein) rather than Apple is responsible for any claim or liability arising from your use of the Application including, but not limited to, any third-party claim of infringement of intellectual property rights. Nevertheless, if you install the Application on an Apple device, you agree to abide by all terms, conditions, or usage rules imposed by Apple applicable to the use of this Application, including, but not limited to, any terms, conditions, or usage rules set forth in the App Store Terms of Service.

13. Amendment

We have the right, at any time and without prior written notice, to add to or modify the Terms, by amending the Terms available within the Application and directing you to the revised terms and conditions the next time you use our App. Your access or use of the Application after the date of such amended Terms constitutes acceptance of such amended Terms. By continuing to access or use the Application after we post such changes, you agree to these Terms, as modified. No other change to these terms and conditions shall be valid.

14. Export

You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list.

15. US Government Use

The Application and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

16. Contact Information

For any questions, complaints, or claims with respect to the Application or about this EULA, please contact us at legal@id123.io. Alternatively, you may write to us at ID123 Inc., 397 Moody St., Suite 202, Waltham, MA 02453.

17. Disputes

Any dispute or claim relating in any way to the terms of this agreement or your use of the Application will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these terms and conditions as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We will address any and all claims relating to the Application or your use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

18. Open Source Software

This application may contain certain software covered by open source licensing requirements. All such software is subject to the copyrights of the authors and to the terms of the applicable licenses are available online.

19. Copyright Infringement – DMCA Notice

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on this Application infringes a copyright owned by you, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. This request should be sent to: dcma@id123.io; or, alternatively to: ID123 Inc., Attn: DMCA Agent, 397 Moody St., Suite 202, Waltham, MA 02453.

20. Acknowledgement

By registering for an account or logging into the Application, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms. If you do not understand or do not wish to be bound by these terms and conditions, you should not register for an account, delete any accounts you may have previously created, and you should delete the Application from your device.