Last Updated: November 14, 2022

These Terms of Use (these “Terms”) between you (“You,” “Your”) and IDPartner Systems (“IDPartner,” “us,” “our,” “we” ) govern all use of our website located at  www.idpartner.com  or any other websites, pages, features, or content we own or operate (collectively, the “Site”), and your use of the IDPartner API or third party applications relying on such an API together with any sandboxes or beta testing in order to facilitate the IDPartner identity verification services (collectively, the “Services”).

Your use of the Services is subject to Your compliance with these Terms.


1 - BINDING EFFECT; MODIFICATION TO THESE TERMS. BY USING THE SERVICES, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AND YOU ACKNOWLEDGE AND AGREE TO OUR PRIVACY POLICY (THE “POLICY’), WHICH IS INCORPORATED HEREIN BY REFERENCE. YOU SHOULD READ THESE TERMS AND THE POLICY CAREFULLY. YOU ACKNOWLEDGE THAT WE MAY AMEND THESE TERMS AT ANY TIME, BY POSTING A REVISED VERSION IN THE SERVICES (A “REVISED VERSION”). A REVISED VERSION WILL BE EFFECTIVE AS OF THE TIME IT IS POSTED BUT WILL NOT APPLY RETROACTIVELY. YOUR CONTINUED USE OF THE SERVICES AFTER THE POSTING OF A REVISED VERSION CONSTITUTES YOUR ACCEPTANCE OF THE REVISED VERSION.


2 - AGE REQUIREMENTS FOR GENERAL USE OF THE SERVICES. Use of and participation in the Services is restricted to those individuals who are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein.


3 - LICENSE; RESTRICTIONS ON USE.3.a. - License. Subject to Your compliance with these Terms, IDPartner grants You a worldwide, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Services. IDPartner reserves all rights in the Services not expressly granted in this Section.3.b. - Restrictions on Use. You agree that you will not:i - attempt to interfere with or disrupt the Services or attempt to gain access to, or conduct penetration tests of, any systems or networks that connect to the Services (except as required to use the Services);ii - decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure or interoperability interfaces of the Services, for any purpose;iii - remove or modify any of the Services’ identification markings, including copyright, trademark and other intellectual property notices;iv - make any modification or enhancement to the Services;v - copy, sell, resell, lease, assign, distribute or transfer in any manner, in whole or in part, the Services or use the Services for any purpose;vi - use the Services or any IDPartner information to develop or distribute a competing product or service for either for Your own use or third-party use, re-use the results, or otherwise use the results provided by the Services to create a digital identity or other identification of users independent of the Services; andvii - allow unauthorized persons to access the Services.


4 - INTELLECTUAL PROPERTY OWNERSHIP. As between You and IDPartner, IDPartner owns the Services and all copies, improvements, modifications and derivative works thereof, and all Intellectual Property Rights (as defined below) relating thereto are and shall remain the exclusive property of IDPartner or its licensors. You agree that the Services constitute and contain valuable proprietary information and trade secrets of IDPartner. “Intellectual Property Rights” means all intellectual property rights protected by law throughout the world, including all copyrights, trademark rights, patent rights (including the right to apply for), patent applications (including the right to claim priority under applicable international conventions), inventions (whether or not patentable), know-how and trade secrets, as may exist now and hereafter come into existence.


5 - COPYRIGHT AGENT. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)), we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a copyright is being infringed by a user of the Site or by IDPartner, please provide written notice to our designated agent for notice of claims of copyright infringement by sending an email to copyright@idpartner.com.Your written notice must:- contain your physical or electronic signature;- identify the allegedly infringing material in a sufficiently precise manner to allow us to locate the material;- contain adequate information by which we can contact you (including mailing address, telephone number and e-mail address);- contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; and- contain a statement that the information in the written notice is accurate.Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated agent.


‍6 - DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDPARTNER SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, NONINFRINGEMENT, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE, OR OTHERWISE. IDPARTNER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. Without limiting the foregoing, You assume sole responsibility and liability for results obtained from use of the Services and IDPartner shall have no liability for any claims, losses or damages caused by errors or omissions in any information You provide to IDPartner.


‍7 - LIMITATION OF LIABILITY You acknowledge and agree that IDPartner will not be liable under any circumstance to You or any other party, person, or entity for any damages or losses that may result from the following: (i) termination, suspension, loss or modification of the Services; (ii) use or inability to use the Services; (iii) access delays or access interruptions to the Services; (iv) data non-delivery, mis-delivery, corruption, destruction or other modification; (vi) loss or liability resulting from errors, omissions or misstatements in any and all information or services provided; (vii) loss or liability resulting from unauthorized use or misuse of Your username or password; (viii) violation of any third party rights, including, but not limited to, rights of publicity, rights of privacy, intellectual property rights and any other proprietary rights; and (ix) any other matter relating to Your use of the Services.IN NO EVENT SHALL IDPARTNER BE LIABLE TO YOU OR ANY OTHER PARTY  FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IDPARTNER’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED FIVE HUNDRED DOLLARS ($500) REGARDLESS OF THE FORM OR THEORY OF THE CLAIM.


‍8 - ARBITRATIONS OF DISPUTES. ”Disputes” are defined as any claim, controversy, or dispute between you and IDPartner, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms. You and IDPartner agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST IDPARTNER. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim.


‍9 - MISCELLANEOUS‍
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‍9.a - NOTICE. All written notices required under these Terms shall be sent by registered or certified mail (return receipt requested), personal delivery, or overnight commercial carrier to IDPartner at the address set forth below. The notice will be effective as of the date of delivery.IDPartner Systems548 Market StPMB 40995San Francisco, California 94104 USAttn: Terms of ServiceAlternatively, IDPartner may also communicate with You by email sent to the most recent email address provided to IDPartner by You or by direct mail to Your last known mailing address. All notices shall be effective upon transmission by us. However, in no event shall we be liable to You for choosing to send notice in one manner or format over another.

‍9.b. - EXPORT CONTROL. You agree that your use of the Services is subject to your compliance with all export control laws including, without limitation, the United States Export Control Act, any regulation thereunder, and any similar United States law or regulation.

‍9.c. - THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement.

‍9.d. - SEVERABILITY. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, it will be severable from the remainder of these Terms, will not cause the invalidity or unenforceability of the remainder of these Terms, and will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law.

‍9.e. - WAIVER. Neither party waives any rights by delaying or failing to exercise such rights at any time.

‍9.f. - GOVERNING LAW. Subject to and without waiver of the arbitration provision above, You agree that these Terms shall be construed according to and governed by the laws of the State of California, U.S.A., without giving effect to its rules regarding conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. The Parties agree to exclusive jurisdiction of the state or federal courts located in San Francisco, California.

‍9.g. - QUESTIONS REGARDING THESE TERMS. Please contact us with any questions regarding these Terms by emailing us at terms@idpartner.com