OMNI-METHOD BETA AGREEMENT
This Omni-Method Beta Agreement (“Omni-Method Beta Agreement“) and the accompanying Omni-Method Beta Order Form is made and entered into as of the last day of signature of the Omni-Method Beta Order Form (the “Effective Date“), by and between Veriff OÜ, an Estonian corporation with its principal place of business at Niine 11, Tallinn 10414, Harju county, Estonia (“Veriff”), and the Customer entity named on the applicable Omni-Method Beta Order Form (“Customer”).
This Omni-Method Beta Agreement is governed by Veriff’s current Terms of Service (available at https://www.veriff.com/documents/all-documents) as of the Effective Date, unless the Parties have otherwise executed a written service agreement for Customer’s purchase of Services (the “Agreement“). Capitalized terms not defined in this Omni-Method Beta Agreement will have the meaning set forth in the Agreement. All references to the “Service” in the Agreement will include references to the Beta Service (defined below). In the event of a conflict between this Omni-Method Beta Agreement and the Agreement, this Omni-Method Beta Agreement will control, but only with respect to the Beta Service. For clarity, in the event of a conflict between the Omni-Method Beta Order Form and the Omni-Method Beta Agreement, the Omni-Method Beta Order Form will control, but only with respect to the Beta Service.
1. Beta Service.
“Beta Service” means the Services as described in the Omni Method Beta Order Form.
Pursuant to the terms hereof, Veriff agrees to allow Customer to test and evaluate the Beta Services, and Customer may choose to try such Beta Services in its sole discretion. The Beta Services are made available to Customer free of charge and without any compensation or reimbursement of any kind.
The Beta Services may be used in Customer’s live production environment. The Beta Services are not generally available, and may contain bugs, errors, and other issues. Customer acknowledges that Veriff is under no obligation to provide maintenance, technical support or any other assistance for the Beta Services offered under this Omni-Method Beta Agreement.
Customer acknowledges that the Beta Services are described in Veriff’s Service Description (available here https://www.veriff.com/service-description/ver-VSD-2301).
Where the Start Date of a Beta Service is stated as “Upon notice” or otherwise not explicitly listed in the Omni-Method Beta Order Form, the Start Date of that Beta Service is the date on which Customer is deemed to receive a Notice of Availability (as defined below). Veriff may, at its sole discretion, make the aforementioned additional Beta Service(s) available to Customer by giving Customer notice that the Beta Service has been made available to Customer (a “Notice of Availability“). No amendment, further Order Form or additional signature is required for a Beta Service listed in an Omni-Method Beta Order Form to be made available. To the extent a Beta Service’s Start Date is stated as “Upon notice” or otherwise not explicitly listed in the Omni-Method Beta Order Form, Veriff is under no obligation to make any Beta Service available to Customer, by any date or at all, and may change, suspend, withdraw or discontinue any Beta Service at any time.
2. No Performance or Uptime Warranties.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES ARE PROVIDED “AS-IS”, INCLUDING BUT NOT LIMITED TO, WITH RESPECT TO ITS PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT, ACCURACY, AND AVAILABILITY, AND VERIFF WILL HAVE NO LIABILITY OR OBLIGATION, INCLUDING BUT NOT LIMITED TO, FOR ANY HARM OR DAMAGE ARISING FROM DEFICIENCIES THEREWITH.
3. Feedback.
Customer agrees to provide ongoing feedback to Veriff regarding the Beta Services. During the Service Period Customer shall use reasonable efforts to integrate with and send production traffic to the Beta Services. Customer grants Veriff an unlimited, irrevocable, worldwide, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any End User.
4. Publicity.
Customer acknowledges that Veriff may wish to promote use of the Beta Services, and Customer agrees to enter into good faith negotiations with Veriff regarding publicity rights related to the Beta Services. Provided that Veriff obtains Customer’s prior written consent (via email is permitted), Veriff may use Customer’s name or logo, or upon Veriff’s request, a mutually-agreed upon comment, quotation or statement related to Customer’s use of the Beta Services, each of which may be used by Veriff as a reference for marketing or promotional purposes in connection with the Beta Services (“Publicity Rights“). The Parties acknowledge and agree that Publicity Rights are not a requirement for Customer to test or evaluate the Beta Services.
5. Term and Termination.
Notwithstanding anything to the contrary in the Agreement, this Omni-Method Beta Agreement commences on the Effective Date, and will remain in effect until the earlier of (a) Veriff terminates this Omni-Method Beta Agreement at any time, without cause, upon written notice to Customer, (b) Customer terminates this Omni-Method Beta Agreement upon fourteen (14) days’ written notice to Veriff, (c) the date Veriff makes the Beta Service generally available within, or as an add-on to, the Services. Customer acknowledges and agrees that Veriff may terminate any Omni-Method Beta Order Form or discontinue any or all of the Beta Services at any time, in its sole discretion, and may never make the Beta Service generally available as part of, or an add-on to, the Services, and that its decision to purchase the Services was not and is not contingent on the delivery of any future functionality or features within the Beta Services.
6. Data Protection.
Customer acknowledges that the Beta Services involve the processing of End Users Personal Data in Customer’s live production environment, and that the Data Processing Agreement forming part of the Agreement applies.
Where such authorization is not already established in Data Processing Agreement, the Customer hereby expressly authorises Veriff to process the Personal Data processed through the Beta Services for the purposes of developing, testing, improving and altering the functionality of the Service, including for machine learning, data annotation, testing and training, Veriff’s fraud prevention and detection capabilities, and producing anonymised, or anonymised and aggregated, statistical reports and research. This authorisation applies notwithstanding any narrower or inconsistent provision of the Data Processing Agreement.
Customer acknowledges that the provision of certain Beta Services requires Veriff to engage third parties to process End Users’ personal data on its behalf, and to disclose End Users’ personal data to new subprocessors and/or external sources that hold the identity records against which an End User is verified. Notwithstanding anything to the contrary, Customer hereby gives Veriff specific written authorisation to engage the third parties involved for the provision of the Beta Services it receives according to the Omni-Method Beta Order Form, as established under Veriff’s “Sub-Processor Page” and/or Veriff’s external data sources listed here, and instructs Veriff to disclose End User Personal Data to such third parties.