Terms Of Service
July 1, 2018 / Identity Plus
These terms govern the use of the identity plus platform and all associated products supplied by identity plus as means to authenticate and validate devices and users bearing identity plus device and itenrnet identities.
Last Updated Nov 1st 2016
These Service Terms and Conditions ("Agreement") constitute a contract between IdentityPlus, Inc., the legal owner of the Identity + service,
and you. IdentityPlus, Inc., is a company incorporated under the US laws and whose principal office is located New Hampshire, USA.
In this Terms of Service, when we refer to "Identity +", "Identity Plus" or "we", "us" or "our", we mean either IdentityPlus, Inc.
or the relevant IdentityPlus, Inc. group company which provides you with our services and and adjecent software, described on our Website (collectively, the "Services").
This Agreement includes and incorporates the webpage Order Form with which Customer purchased the Services and any subsequent Order Forms
(submitted in written or electronic form). By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this
Agreement on behalf of a company, organization or other entity, you represent that you have such authority to bind such entity and are agreeing to this
Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms
and conditions, you may not use the Services.
1.1 "Customer" means the customer that has signed up for the Services and agreed to the terms of this Agreement.
1.2 "Customer Data" means any information or data about Customer or Users (and its and their staff, customers or suppliers, as
applicable), that is supplied to Identity + by or on behalf of Customer or any User in connection with the Services, or which Identity +
is required to access, generate, process, store or transmit pursuant to this Agreement, including (without limitation)
information about Customer's and Users' respective devices, computers and use of the Services. Customer Data shall not be deemed
to include any Performance Data.
1.3 "Customer Personal Data" means any Customer Data that is personal data (as defined under the applicable Data Protection
1.4 "Data Protection Laws" means any applicable data protection laws, regulations and legally binding codes of practice from
time to time in force applicable to the performance of a party's obligations under this Agreement, including (without limitation) in the
EU, EC Directive 95/46/EEC, EC Directive 2002/58/EC, and any implementing legislation in the jurisdiction in which the Customer
is located (for example the Data Protection Act 1998 and Privacy and Electronic Communications (EC Directive) Regulations 2003 in
England and Wales, the German Federal Data Protection Act in Germany, and the "Computer and Liberties" Act dated 6 January
1978, as amended, in France) and any legislation which is analogous to and has the same object as the foregoing, namely the control
and protection of data which are personal to individuals.
1.5 "Documentation" means guides, instructions, policies and reference materials provided to Customer by Identity + in
connection with the Services, which may be amended from time to time.
1.6 "Identity + Certificate" means all Identity + issued SSL Client Certificates used in providing the Services.
1.7 "Fees" means the applicable fees as set forth on the Order Form.
1.8 "Hardware Tokens" mean hardware security tokens purchased by Customer under an Order Form.
1.9 "Integration Software" means (i) Identity + proprietary software and (ii) open source software used in providing the
Services which integrates with Customer's network or application, including SSL or other VPN, Unix operating system, Microsoft
application, or web application, as provided in the Documentation and any updates, fixes or patches developed from time to time.
1.10 "Intellectual Property Rights" means all patents, registered designs, unregistered designs, design rights, utility models,
semiconductor topography rights, database rights, copyright and other similar statutory rights, trade mark, service mark and any know
how relating to algorithms, drawings, tests, reports and procedures, models, manuals, formulae, methods, processes and the like
(including applications for any of the preceding rights) or any other intellectual or industrial property rights of whatever nature in each
case in any part of the world and whether or not registered or registerable, for the full period and all extensions and renewals where
1.11 "Order Form(s)" means the invoice or other forms from Identity + for the initial order for the Service, and any subsequent
invoice or other forms from Identity + (submitted in written form or online), specifying, among other things, the maximum number
of Users, initial Term, purchase of any Hardware Tokens, Fees, and such other charges and terms as
agreed between the parties.
1.12 "Payment Schedule" means the schedule selected by Customer for payment of Fees (on either an order webpage or an
attached Order Form), which may be either monthly by credit card or annually or multi-year and invoiced in advance, with payment
due within thirty (30) days of receipt of invoice.
1.13 "Performance Data" means any and all aggregate, de-identified data relating to the access or use of the Services by or on
behalf of Customer or any User, including any performance, analytics or statistical data, that Identity + may collect from time to
1.14 "Services" means the products and services that are ordered by or made available to Customer under a free trial or an Order
Form (including, where applicable, the Software, Identity + Certificates) and made
available online by Identity +, including associated offline components, as described in the Documentation.
1.15 "Software" means the Identity + Integration Software.
1.16 "Term" means the subscription term indicated on the Order Form and any subsequent renewal terms.
1.17 "User" means any user of the Services whom Customer may authorize to enroll to use the Services under the terms of this
2.1 Subject to and conditioned on Customer's payment of Fees and full compliance with all other terms and conditions of this
Agreement, Identity + grants Customer and Users a non-exclusive, non-sublicensable, non-transferrable license to access and use
the Services, along with such Documentation as Identity + may make available during the Term. Identity + Services are
provided for commercial use only, not for private use.
2.2 The Services are subject to modification from time to time at Identity +'s sole discretion, provided the
modifications do not materially diminish the functionality of the Services provided by Identity + and the Services continue to
perform according to the description of the Services specified in Section 2.3 in all material aspects. Customer shall have the right to
terminate the Agreement pursuant to Section 10.2 without any penalty if (i) a material modification to the Services is made
which materially diminishes the functionality of the Services, (ii) Identity + has not obtained
Customer's consent for such modifications and (iii) Identity + does not provide a remedy in the cure period stated in Section 10.2.
2.3 Identity + will make the Services available and the Services will perform substantially in accordance with the description
of the services found at https://identity.plus/solutions/pricing. Notwithstanding the foregoing, Identity + reserves the right to suspend
Customer's (or any User's) access to the Services: (i) for scheduled or emergency maintenance, (ii) in the event Customer is in breach
of this Agreement, including failure to pay any amounts due to Identity +, and fails to correct that breach within the applicable cure
period, (iii) in the event that Customer breaches Section 4 or Section 7 of this Agreement, (iv) as it deems reasonably necessary to
respond to any actual or potential security concerns, or (v) based on Identity +'s reasonable belief that Customer's or its Users' use
of the Services is excessive, interfering with use by other customers and users or violating applicable laws, rules or regulations.
2.4 For Customers enrolled in one of the editions of Services requiring purchase, subject to full compliance with the terms and
conditions of this Agreement, Identity + will use commercially reasonable efforts to provide support to Customer as described in
the Service Level Agreement. The SLA shall apply only with respect to Customers who have enrolled in one of the editions of
Services requiring purchase. In the event that Customer earns 15 days of service credits, determined in accordance with the terms of
the Service Level Agreement, in each of three consecutive months, Customer may terminate this Agreement and, as its sole and
exclusive remedy, receive a refund of any pre-paid subscription Fees paid by Customer to Identity + for Services not rendered as of
the termination date. Certain parts of the Services or types of Services provided by Identity + are free to use and do not require
payment ("Free Services"). The SLA shall not apply with respect to Customers who use only Free Services and, without limitation,
such Customers will not receive any support from Identity +.
2.5 Identity + collects certain information about Customer and its Users as well as their respective devices, computers and use
of the Services. Identity + uses, discloses and protects this information as described in this Agreement and Identity +'s privacy
policy, which is incorporated herein by reference and the current version of which is available at
3.1 Customer may only use the Services in accordance with the Documentation and as explicitly set forth in this Agreement.
Customer will cooperate with Identity + in connection with the performance of this Agreement as may be necessary, which may
include making available such personnel and information as may be reasonably required to provide the Services or support. Customer
is solely responsible for determining whether the Services are sufficient for its purposes, including but not limited to, whether the
Services satisfy Customer's legal and/or regulatory requirements.
3.2 Use of the Services may require Users to install Identity + SSL Client Certificates on their devices, which use shall be subject to
this Agreement. Third party terms may apply with respect to third party products and software accessible via the Services and devices
using third party operating systems or software or in the event that the Identity + SSL Client Certificate is issued from third party sites
(collectively, "Third Party Services"). Customer's access and use of Third Party Services is governed solely by the terms and
conditions of such Third Party Services. Identity + does not endorse, is not responsible or liable for, makes no representations or
warranties and provides no indemnification with respect to any aspect of the Third Party Services. Customer agrees to waive any
claim against Identity + with respect to the Third Party Services. Identity + is not liable for any damage or loss caused or
alleged to be caused by or in connection with enablement, access or use of any such Third Party Services, or Customer's reliance on
the privacy practices, data security processes or other policies of such Third Party Services. Identity + does not provide customer
support or assistance with respect to the Third Party Services. Users may be required to register for or log into such Third Party
Services on their respective websites or apps.
3.3 Customer acknowledges that the Services will require Users to share with Identity + certain information for the purposes
of providing the Services, such as user names, administrator passwords and other login information. This information may include
personal information (such as email address and/or phone number) regarding Users, and Identity + will use such information for
the purposes of providing the Services to Customer and Users. Prior to authorizing an individual to become a User Customer is fully
responsible for obtaining the consent of that individual, in accordance with all applicable laws, to the use of his/her information by
represents and warrants that all such consents have been or will be obtained prior to authorizing any individual to become a User.
3.4 Customer will be fully responsible for Users' compliance with this Agreement and any breach of this Agreement or such
other terms by a User shall be deemed to be a breach by Customer.
3.5 There will be no force or effect given to any different or additional terms contained in any purchase order or similar form
issued by either party, even if signed by the parties after the date hereof unless such terms are included in an amendment in accordance
with the terms of Section 14.3 of this Agreement. Each party's acceptance of this Agreement was and is expressly conditional upon
the other's acceptance of the terms contained in the Agreement to the exclusion of all other terms.
Customer will not, and will not permit any Users nor any third party to: reverse engineer, decompile, disassemble or otherwise attempt
to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Software, Hardware Tokens or
any data related to the Services (except to the extent such prohibition is contrary to applicable law that cannot be excluded by the
agreement of the parties); modify, translate, or create derivative works based on the Services or Software; share, rent, lease, loan,
resell, sublicense, distribute, use or otherwise transfer the Services or Software for timesharing or service bureau purposes or for any
purpose other than its own use; or use the Services or Software other than in accordance with this Agreement and in compliance with
all applicable laws and regulations (including but not limited to any European privacy laws and intellectual property laws).
5.1 Customer will pay Identity + the Fees plus all applicable sales, use and other purchase related taxes (or provide
Identity + with a valid certificate of exemption from the requirement of paying sales, use or other purchase related taxes) in accordance
with the payment terms set forth on the Order Form. Except as otherwise indicated in the applicable Order Form, all fees and expenses
shall be in U.S. dollars. Unpaid and due Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum
permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees, except to the extent
applicable law requires a different interest or finance charge calculation for unpaid and due Fees and expenses. In the case of any
withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Identity + on
account thereof. If the method of payment is by credit card, Customer agrees to (i) keep Customer's credit card information updated
and (ii) authorize Identity + to charge Customer's credit card the Fees when due. Identity + will not charge users any fees for
their use of the Services without Customer's authorization. Users' carriers or service providers may charge
fees for data usage, messaging, phone calls or other services that are required for them to use the Services. All payments will be made
in accordance with the Payment Schedule.
5.2 If a Customer uses only Free Services, Identity + will not charge such Customer any Fees for use of such Free Services or
download, installation or use of the Software associated with Free Services. Such Customer may discontinue using the Free Services
at any time, but must immediately remove any Software from its devices.
5.3 Unless otherwise agreed on paper, the Identity + billing cycle is one month and begins on the same calendar day as the
the beginning of the service.
5.4 Unless otherwise agreed on paper, At the end of each billing cycle, Identity + will issue an invoice based on the
number of connected users valiadated. Each user will count once in each billing period. Connected users that are not validated
in a billing period will not be invoiced. The invoice is due within 30 days from being issued after which it becomes subject to penalties.
5.5 Prepaid amounts are subject to 15% discount. If the user opts to use a prepaid plan, Idntity + will issue the invoice at the beginning
of the billing cycle, the amount being estimated based on the previous cycle's load. The invoice is due within 30 days from being issued after
which it becomes subject to penalties.
5.6 If at the end of the cycle the load exceeds the pre-paid amount, the difference will be added to the next cycle's pre-paid invoice
at full price. The amount will be re-estimated according to the increased load.
5.7 If at the end of the cycle the load will not meet the pre-paid amount, the difference will be considered pre-paid amount and will be
subtracted from the next cycle's pre-paid invoice. The charging amount will be re-estimated according to the increased load.
6.1 The term "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party
("Receiving Party") in any form (written, oral, etc.) that is marked as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of the disclosure, including, without limitation: trade secrets;
information relating to the Services; technology and technical information (intellectual property, inventions, know-how ideas and
methods); business, financial and customer information (including Customer Data and Customer Personal Data); pricing, forecasts,
strategies and product development plans; and/or the terms of this Agreement. Each party understands that the Disclosing Party has or
may disclose Confidential Information in connection with this Agreement, but that Receiving Party shall receive no rights in, or
licenses to, such Confidential Information.
6.2 The Receiving Party agrees: (i) not to disclose Confidential Information to any third person other than those of its employees,
contractors, advisors, investors and potential acquirers ("Representatives") with a need to have access thereto and who have entered
into non-disclosure and non-use agreements applicable to the Disclosing Party's Confidential Information, and (ii) to use such
Confidential Information solely as reasonably required in connection with the Services and/or this Agreement. Each party agrees to be
responsible for any breach of this Agreement caused by any of its Representatives. The Receiving Party further agrees to take the
same security precautions to protect against unauthorized disclosure or unauthorized use of such Confidential Information of the
Disclosing Party that the party takes with its own confidential or proprietary information, but in no event will a party apply less than
reasonable precautions to protect such Confidential Information. Each party acknowledges that the use of such precautions is not a
guarantee against unauthorized disclosure or use. The Disclosing Party agrees that the foregoing will not apply with respect to any
information that the Receiving Party can document: (a) is or becomes generally available to the public without any action by, or
involvement of, the Receiving Party; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was
rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential
Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential
Information as required in response to a request under applicable open records laws or pursuant to any judicial or governmental order,
provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party reasonable prior notice to contest such
disclosure. For the avoidance of doubt, Customer acknowledges that Identity + utilizes the services of certain third parties in
connection with the provision of the Services (such as data hosting and telephony service providers) and such third parties will have
access to Customer's Confidential Information, subject to compliance with this Section 6. The parties agree that Performance Data is
not Confidential Information and will not be subject to any confidentiality restrictions or obligations.
6.3 Each party agrees that, upon the written request of the Disclosing Party, the Receiving Party will promptly return to the
Disclosing Party, or provide written certification of the destruction of, all Confidential Information of the Disclosing Party, including
all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof.
Notwithstanding the foregoing, a Receiving Party may retain copies of Confidential Information solely to the extent necessary for
purposes of such party's ordinary course internal document retention and backup requirements and procedures, provided that such
Confidential Information shall remain subject to the terms and conditions of this Agreement for so long as it is retained.
6.4 Customer acknowledges that Identity + does not wish to receive any Confidential Information from Customer that is not
necessary for Identity + to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise,
Identity + may reasonably presume that any unrelated information received from Customer is not confidential or Confidential
Information, unless such information is marked as "Confidential."
Except as expressly set forth herein, Identity + alone (and its licensors, where applicable) will retain all Intellectual Property Rights
relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by Customer or any third party relating to the Services and/or the Software, which are hereby assigned to
Identity +. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this
Agreement. As between the parties, Identity + owns all Performance Data. This Agreement is not a sale and does not convey to
Customer any rights of ownership in or related to the Services or Software, or any Intellectual Property Rights.
8.1 In this Section 8, the terms "personal data," "data processor," "data subject," "process and processing" and "data controller"
shall be as defined in the applicable Data Protection Laws.
8.2 For the purposes of the Data Protection Laws, as between Customer and Identity +, the parties agree that Customer shall
at all times be the data controller and Identity + shall be the data processor with respect to the processing of Customer Personal
Data in connection with this Agreement.
8.3 By entering into this Agreement, Customer agrees that Identity + may collect, retain and use certain Customer Personal
Data (which may include, without limitation, names, mobile telephone numbers, IP addresses and email addresses of Users) in
connection with the Services. As the data controller of such Customer Personal Data, Customer shall be responsible for ensuring that,
and represents and warrants to Identity + that it shall ensure that any processing of Customer Personal Data in connection with the
Services shall comply with the Data Protection Laws. This shall include (without limitation) ensuring that Customer: (i) has given
adequate notice and made all appropriate disclosures to the data subjects regarding Customer's and Identity +'s use and disclosure
of Customer Personal Data, including (without limitation) for the provision of the Services; and (ii) has or obtains all necessary rights,
and where applicable, all appropriate and valid consents from the data subjects to share such personal data with Identity + and to
permit use of Customer Personal Data by Identity + for the purposes of the provision of the Services and performing its obligations
under this Agreement or as may be required by applicable law, including (without limitation) notifying the data subject of the transfer
of Customer Data outside of the European Economic Area to countries whose laws they have acknowledged may provide a lower
standard of data protection than exists in the European Economic Area.
8.4 At the request of Customer, Identity + and Customer shall negotiate a separate data processing agreement and/or model
contract clauses setting forth each party's obligations in respect of any processing of Customer Personal Data, which agreement and/or
model contract clauses will be incorporated herein by reference once executed by the parties.
8.5 Customer acknowledges that Identity + is reliant on Customer for direction as to the extent to which Identity + is
entitled to use and process Customer Data. Consequently, Identity + will not be liable for any claim brought by a data subject to
the extent that such action or omission resulted directly from Customer's instructions. Customer undertakes to comply in all respects
with any applicable laws, regulations, standards and guidelines applicable to personal data and shall use all reasonable endeavors to
where possible anonymize personal data sent to Identity +.
8.6. In accordance with applicable Data Protection Laws, Identity + shall take all commercially reasonable measures to protect
the security and confidentiality of Customer Personal Data against any accidental or illicit destruction, alteration or unauthorized
access or disclosure to third parties. Identity + will provide Customer with its security policy, upon request, that sets forth the
technical specifications and the detailed measures taken to protect the security and confidentiality of Customer Personal Data.
8.7 Customer may, upon at least thirty (30) days prior notice, and no more than once per 12 month period, appoint an
independent third party auditor to physically inspect and audit, at Customer's sole cost and expense, any facilities owned or controlled
by Identity + in which Customer Personal Data is processed or stored, provided that such inspection: (i) shall occur on a mutually
agreed upon date during Identity +'s regular business hours; (ii) does not interfere with any of Identity +'s business operations;
and, (iii) does not, in Identity +'s reasonable discretion, create any risk to the confidentiality, integrity, or availability of any data
stored or processed by Identity +. Prior to any audit, Customer, and any appointed auditor, must enter into a nondisclosure and
confidentiality agreement as may be required by Identity +.
For Customers enrolled in one of the editions of Services requiring purchase, Identity + shall indemnify and hold Customer
harmless from liability to third parties resulting from infringement by the Services of any patent or any copyright or misappropriation
of any trade secret, provided Identity + is promptly notified of any and all threats, claims and proceedings related thereto and given
reasonable assistance and the opportunity to assume sole control over defense and settlement; Identity + will not be responsible for
any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services
(i) not created by Identity +, (ii) resulting in whole or in part from Customer specifications, (iii) that are modified after delivery by
Identity +, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination,
(v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that
would have avoided the alleged infringement, or (vi) where Customer's use of Services is not strictly in accordance with this
Agreement and all related Documentation. If Identity + receives information about an actual or alleged infringement or
misappropriation claim that would be subject to indemnification rights set forth in this Section 9, Identity + shall have the option,
at its expense, to: (a) modify the Software to be non-infringing; or (b) obtain for Customer a license to continue using the Software. If
Identity + determines it is not commercially reasonable to perform either of the above options, then Identity + may at its option
elect to terminate the license for the Services and refund the unearned portion of any pre-paid subscription Fees, prorated on a monthly
basis. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT,
MISAPPROPRIATION AND/OR CLAIMS ALLEGING INFRINGEMENT OR MISAPPROPRIATION. Customer will indemnify
Identity + from all damages, costs, settlements, attorneys' fees and expenses related to any claim related to (I) infringement or
misappropriation not otherwise subject to Identity +'s indemnification obligation set forth in this Section 9 and (II) Customer's
breach of Section 3.3 relating to obtaining User consent, Section 4 "Restrictions," Section 7 "Intellectual Property Rights; Ownership"
or Section 8 "Data Protection." Identity + shall not provide any indemnification or other protections under this Section 9 to
Customers who use only Free Services.
10.1 Subject to earlier termination as expressly provided for in this Agreement, the initial Term of this Agreement shall be for the
Term specified in the Order Form, or in the event of multiple Order Forms, until the Term of all Order Forms has expired. Each Order
Form and this Agreement shall automatically renew after the initial Term and any renewal Term for a renewal Term equal to the
expiring subscription Term, unless either party provides to the other at least forty-five (45) days prior written notice that it will not
renew. The Fees per User for each renewal Term will be equal to the Fees per User for the immediately prior Term plus a price
increase. Any pricing increase will not exceed seven percent (7%) per year, unless the pricing was designated in the applicable Order
Form as promotional or one-time; provided, however, the Fees for each renewal Term shall not exceed the list price as of the start date
of such renewal Term.
10.2 In the event of any material breach of this Agreement by either party (other than Customer's payment obligations), the nonbreaching
party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the
breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the
expiration of such thirty-day period. If Customer fails to pay any Fees or other amounts in the applicable Order Form, Identity +
may terminate this Agreement prior to the end of the Term by giving five (5) business days prior written notice to Customer; provided,
however, that this Agreement will not terminate if Customer has paid all Fees and other amounts in the applicable Order Form prior to
the expiration of such five business-day period.
10.3 Either party may terminate this Agreement, without notice, (i) upon the institution or if a petition is filed, notice is given, a
resolution is passed or an order is made, in each case by or against the other party under any applicable laws relating to insolvency,
administration, liquidation, receivership, bankruptcy or any other winding up proceedings, (ii) upon the other party's making an
assignment for the benefit of creditors or making a voluntary arrangement with its creditors, (iii) upon the other party's dissolution or
ceasing, or threatening to cease to do business or (iv) if any event occurs, or proceeding is instituted, with respect to the other party
that has the equivalent or similar effect to any of the events mentioned in Section 10.3(i) through (iii). For Customers using Free
Services, Identity + may terminate this Agreement at any time with or without notice and Identity + reserves the right to disable
such Customers' access to or use of the Services at any time with or without notice for any reason or no reason.
10.4 The Sections of this Agreement which by their nature should survive termination or expiration of this Agreement, including
but not limited to Sections 3 through 14, will survive termination or expiration of this Agreement. No refund of Fees shall be due in
any amount on account of termination by Identity + pursuant to this Section 10. In the event of termination by Customer pursuant
to this Section 10, Customer shall be entitled as its sole and exclusive remedy, to receive a refund of any pre-paid subscription Fees
paid by Customer to Identity + for Services not rendered as of the termination date. When this Agreement expires or terminates,
Identity + shall cease providing the Services to Customer.
11.1 For Customers enrolled in one of the editions of Services requiring purchase, Identity + represents and warrants that it
will not knowingly include, in any Identity + software released to Users and provided to Customer hereunder, any computer code
or other computer instructions, devices or techniques, including without limitation those known as viruses, disabling devices, trojans,
or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of
a network, computer program or computer system or any component thereof, including its security or User data. If, at any time,
Identity + fails to comply with the warranty in this Section 11.1, Customer may promptly notify Identity + in writing of any such
noncompliance. Identity + will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or
provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable
correction plan is not established during such period, Customer may terminate this Agreement and receive a refund of any pre-paid but
unearned subscription Fees, prorated on a monthly basis, as its sole and exclusive remedy for such noncompliance. This provision
does not apply to Customers who use only Free Services.
11.2 For Customers that have purchased Hardware Tokens as part of the Services, Identity + warrants to Customer only that
Hardware Tokens will be free of hidden defects in material and workmanship at the time of sale and for a period of six (6) months
thereafter. This warranty is limited to replacement of defective Hardware Tokens. This Hardware Token warranty is Customer's
exclusive remedy for defective Hardware Tokens. This provision does not apply to Customers who use only Free Services.
11.3 EXCEPT AS EXPLICITLY PROVIDED IN THIS SECTION 11, THE SERVICES AND Identity +
CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE
PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. Identity + HEREBY DISCLAIMS FOR ITSELF
AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED
WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PURPOSE OR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT.
12.1 NOTHING IN THIS AGREEMENT (OR ANY ORDER FORM) SHALL LIMIT OR EXCLUDE EITHER PARTY'S
LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS
EMPLOYEES, AGENTS OR SUBCONTRACTORS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY
OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
12.2 SUBJECT TO SECTION 12.1, IN NO EVENT WILL Identity + OR ITS SUPPLIERS BE LIABLE TO
CUSTOMER (OR ANY PERSON CLAIMING UNDER OR THROUGH CUSTOMER) FOR ANY INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR
INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR
OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, (I) LOSS OF REVENUE OR
ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER
BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH
OF STATUTORY DUTY OR OTHERWISE, EVEN IF Identity + HAS BEEN ADVISED OF THE POSSIBILITY OF
12.3 SUBJECT TO SECTION 12.1, THE MAXIMUM LIABILITY OF Identity + FOR ALL CLAIMS UNDER AN
APPLICABLE ORDER FORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE
NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID
OR TO BE PAID TO Identity + UNDER SUCH ORDER FORM DURING THE TWELVE MONTH PERIOD ENDING ON
THE DATE THAT SUCH CLAIM IS FIRST ASSERTED. THE FOREGOING LIMITATION WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13.1 Export. Notwithstanding anything else, Customer may not use, or provide to any person or export or re-export or allow the
export or re-export of, the Services or any software or anything related thereto or any direct product thereof, in violation of any
restrictions, laws or regulations of the US Department of Commerce, or any other US or foreign agency or authority. Each party represents that it is not named on any
US government denied-party list. Customer shall not access or use, or permit its Users to access or use, the Services in a US
13.2 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Identity + employee or agent in connection with this Agreement. If Customer learns of any
violation of the above restriction, Customer will promptly notify Identity +.
14.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
14.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Identity +'s prior written consent, which shall not be unreasonably withheld. Identity + may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and permitted assigns.
14.3 Entire Agreement; Amendment. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a
writing signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except
as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and
Customer does not have any authority of any kind to bind Identity + in any respect whatsoever.
14.4 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or
registered mail (return receipt requested), postage prepaid. Identity + may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://identity.plus.
14.5 Force Majeure. Any delay or failure in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay or failure is due to a labor dispute, fire, earthquake, flood or any other event beyond the reasonable control of a party, provided that such party promptly notifies the other party thereof
and uses reasonable efforts to resume performance as soon as possible.
14.6 Governing Law; Arbitration. This Agreement will be governed by the US laws, without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New Hampshire, USA, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial
Arbitration and Mediation Services (JAMS), then in effect, by one commercial arbitrator with substantial experience in
resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in
accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in
a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of
proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
14.7 Venue; Prevailing Party. The federal and state courts sitting in New Hampshire, USA will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.
Notwithstanding the foregoing, each party shall have the right to commence and prosecute any action for injunctive relief before any
court of competent jurisdiction. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party
will be entitled to recover costs and attorneys' fees.
14.8. Publicity. Customer agrees to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by Identity +. During the Term and for thirty (30) days thereafter, Customer grants Identity + the right, free of
charge, to use Customer's name and/or logo, worldwide, to identify Customer as such on Identity +'s website or other marketing or