1. Definitions

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. “Agreement” means this Service Agreement, including the Order Form, the DPA, and other relevant schedules and appendices attached to the Service Agreement.

1.3. “Customer” means the entity identified above and those of its Affiliates that have entered into Order Forms for the purchase of the Service under this Agreement.

1.4. “Customer Data” means the content and data that the Customer or an End User makes available to Veriff through the Service.

1.5. “Documentation” means Veriff’s online user guides (including the Service Description), currently accessible here, and/or such successor site(s).

1.6. “DPA” means the Data Processing Addendum, which is hereby incorporated into the Agreement by reference, available here.

1.7. “End User” means a user of the Customer’s service, or a customer of the Customer accessing the Service.

1.8. “Order Form” means an ordering document, including online purchases, which specify the Service to be provided, and which is entered into by Customer (or its Affiliate) and Veriff (or its Affiliate). By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.9. “Service” means an identity verification and fraud prevention service and/or all other services as described in the Order Form, and related integration (including, for example, its software development kit and all elements therein).

1.10. “Service Fee” means the amount payable by the Customer for the Session Fees, or any other fees, as set out in the Order Form.

1.11. “Service Period” means the period starting from the start date designated on the Order Form.

1.12. “Session” means the submission of information for processing through the Service.

1.13. “Session Fee” means the amount payable for each Session submitted by the Customer for processing through the Service.

1.14. “Third Party Sites” means either (a) a third-party service provider identified as either a ’Conditional sub-processor” in Veriff’s sub-processor list available on Veriff’s website, currently available here (“Sub-Processor Page”), or (b) a data source (e.g. a government data registry) which is currently identified here.

1.15. “Virus” means any software, code, file or program which is designed to prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, network or any other service or device.

2. Veriff Responsibilities

2.1. Provision of the Service. Veriff will (a) make the Services available to Customer pursuant to this Agreement and an applicable Order Form; (b) process Sessions in accordance with the response times set forth in Exhibit A (“Response Times”); (c) not introduce, distribute or transmit any Virus to Customer through the Service; and (d) provide the Services in accordance with the applicable uptime commitments set forth in the Documentation. Veriff will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for scheduled maintenance, of which, to the extent such scheduled maintenance exceeds fifteen continuous minutes, Veriff gives at least 24 hours notice via the Service. Information regarding uptime can be found here and Customer may subscribe thereto to receive updates.

2.2. Service Performance and Features. Veriff warrants that (a) the Service will perform materially in accordance with the applicable Documentation, and (b) any updates to the Service during the Service Period will not materially decrease the functionality of the Service. For any breach of an above warranty, Customer’s exclusive remedies are those described in “Termination for Cause” and “Effects of Termination” sections below.

2.3. Support. Unless upgraded support is purchased, Veriff shall provide standard support, at no additional charge, for purchased Services in accordance with its then current support commitments, currently available here. Customer may request support by submitting a support request to support@veriff.com, or any other email address notified to the Customer by Veriff from time to time. In connection with a support request, Customer may be required to provide reasonably detailed descriptions of issues and updated on the performance of the Service.

2.4. Security Controls. Veriff will maintain administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Data at a level not materially less protective than as described here (“Security Controls”). Customer acknowledges that Veriff may update the Security Controls from time-to-time; provided, however, that no updates to the Security Controls will materially decrease the overall security of the Service.

2.5. Compliance with Laws. Veriff will comply with those laws applicable to Veriff in its provisioning of the Service to Customers generally (i.e. without regard to the nature of the Customer Data and/or Customer’s particular use or configuration of the Service).

3. Access and Use of the Service

3.1. Usage Restrictions. Customer will not (a) make or give any representations, warranties or similar promises about the Service to any third party, including its End Users, unless otherwise agreed to with Veriff in writing, (b) make the Service available to, or use the Service for the benefit of, anyone other than Customer, (c) access, store, distribute or transmit any Virus through the Service, (d) reverse engineer, modify, adapt, copy, duplicate, reproduce, create derivative works from, frame, mirror, hack, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, (e) sublicense, resell, timeshare, or similarly exploit the Service, (f) access the Service in order to build a competitive product or service, or (g) authorize or permit the End User or any third party to engage in the aforementioned activities.

3.2. Customer Responsibilities. Customer will (a) remain responsible for individuals, including End Users, use of the Service in compliance with this Agreement, (b) promptly notify Veriff upon becoming aware of any unauthorized access or use of the Service, (c) obtain and maintain all necessary licenses, notices, consents, and permissions (specifically including, to the extent applicable, notice and consent to collect and use biometric data) necessary for Veriff to provide the Service to Customer under the terms of this Agreement, (d) use the Service only in accordance with applicable laws and regulations (including, but not limited to, any laws relating to the collection and retention of biometric data, such as the Illinois Biometric Information Privacy Act (BIPA) and the Texas Capture and Use of Biometric Identifiers), (e) be responsible for the legality of any Customer Data, and (f) use the Service only in accordance with the Documentation. Upon request from Veriff, Customer will provide evidence that any required notices and consents referenced in (c) herein were provided or collected (as applicable).  In the event Customer becomes aware of any known or reasonably suspected breach of this section, then Customer shall promptly notify Veriff, and the Parties will work in good faith to promptly remediate the breach.

3.3. Customer’s Representation. The Customer hereby represents and warrants to Veriff that the Customer has all necessary rights, titles and consents, in each case as necessary to allow Veriff to use the Customer Data in accordance with the Agreement.

3.4. Limitation to Access. In the event Veriff reasonably and in good faith suspects that Customer or its End User(s) are in breach of this Agreement, then Veriff will promptly provide notice to Customer of such suspected breach; provided, however, that in the event Veriff reasonably and in good faith suspects that the breach will result in an ongoing or persistent violation of applicable law, then Customer acknowledges that Veriff may disable access to all or any part of the Service by any End User, without any liability or prejudice to other rights under this Agreement. Upon remediation of the suspected breach by Customer, Veriff will promptly re-enable access to the Service.

3.5. Third Party Sites. Customer acknowledges that Veriff does not control, is not responsible for, and makes no express or implied warranties with regard to the availability, security, response times, or the accuracy of results returned from such Third Party Sites. For clarity, Third Party Sites are only utilized if Customer purchases certain Service features or add-ons (e.g. external registries). Third Party Sites will be identified either on Veriff’s Sub-Processor Page, or on the Order Form.

4. Fees & Payment

4.1. Service Fee. Customer will pay all Service Fees specified in Order Forms executed hereunder. Payment obligations are non-cancelable, and, except as expressly set forth herein, Service Fees are non-refundable. Any unused Sessions will expire at the end of the applicable Service Period, and no credits will be applied to future Order Forms for unused Sessions. Any other credits accrued during the term of the applicable Order Form will only apply to on-time renewals, and will otherwise expire upon non-renewal, termination, or expiration of the applicable Order Form. For clarity, credits and unused Sessions have no currency, exchange, or refund value.

4.2. Excessive Sessions. If the Customer submits more Sessions than set forth in the Order Form, then Veriff will thereafter submit monthly invoices to Customer for the additional Session Fees at the rates set forth on the Order Form.

4.3. Invoicing, Payment, and Taxes. Veriff will bill Customer through invoices sent via email to the billing contact designated by Customer, unless an alternative payment method is otherwise specified in the Order Form. Unless otherwise indicated on the Order Form, Service Fees will be invoiced annually in advance and full payment for invoices must be received within thirty (30) days from the date the invoice was received; provided, however, that if the invoice was sent to the email address designated by Customer, it will be deemed received on the date it was sent. Unless otherwise agreed between the Parties, all amounts referred to in the Agreement are payable in Euros (for UK/EEA Customers) or United States Dollars (for US/ROW Customers). Except for those taxes based on Veriff’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement, including, but not limited to, value-added, goods and services, consumption, sales, and/or any other applicable tax. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse Veriff for such withholding tax. Unpaid invoices are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, on any outstanding balance, plus all reasonable expenses of collection.

4.4. Non-payment. If Customer fails to pay the Service Fee (excluding any amounts disputed in reasonable and good faith) within thirty (30) days from the relevant due date, then provided Veriff has provided at least ten (10) or more days prior notice, then Veriff may, without limiting its other rights and remedies, suspend or temporarily disable Customer’s access to the Service in part or in full, without any obligation to provide any access to the Service until all relevant Service Fees are paid in full.

4.5. Future Functionality. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Veriff regarding future functionality or features.

5. Confidentiality

5.1. Definition.“Confidential Information” means any non-public information or materials disclosed or provided by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that a reasonable person should understand to be confidential, given the nature of the information and the circumstances of the disclosure. Confidential Information of Customer includes Customer Data, Confidential Information of Veriff includes the Service, and Confidential Information of both Parties shall include the terms and conditions of this Agreement and all Order Forms. Confidential Information may also include, but is not limited to, trade secrets and information that relates to services, products, customers, marketing, finances, patents, patent applications, research, product plans, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), internal structure, user interfaces, hardware configuration, computer programs, algorithms, business plans, customer lists, property, employees and agreements with third parties. However, Confidential Information shall not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party. Notwithstanding anything to the contrary, (a)-(d) will not apply to Customer Data.

5.2. Protection of Confidential Information. The Receiving Party must (a) treat the Disclosing Party’s Confidential Information with the same level of care as it would treat its own Confidential Information of like kind (but in no event use less than a reasonable level of care), (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, agents, and agents who have a need to access such information for purposes consistent with this Agreement, and who are bound by confidentiality obligations no less protective than this Confidentiality section. Neither Party shall disclose the terms of the Agreement or any Order Form to any third party, other than its Affiliates, its legal counsel, accountants, or in confidence in connection with bona fide fundraising or M&A due diligence activities.

5.3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the access or disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6. Intellectual Property

6.1. Ownership of the Service. Subject to the limited rights expressly granted hereunder, Veriff reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. Except as expressly set out in the Agreement, Veriff does not grant the Customer any rights to or licenses in respect of the Service, and no transfer of intellectual property rights shall take place under this Agreement.

6.2. Limited License to the Service. Veriff grants Customer a non-exclusive and non-transferable license to access and use the Service for purposes consistent with and during the term of this Agreement.

6.3. Limited License to Customer Data. Customer hereby grants Veriff and its Affiliates a worldwide, non-exclusive, limited term license to access, copy, perform, distribute, display, download, and use Customer Data (a) to exercise its rights and obligations under the Agreement, (b) to provide, maintain, and update the Service, (c) to prevent or address service or technical problems, or at Customer’s request in connection with a customer support request, and (d) to produce statistical reports and research in an anonymised and aggregated manner that cannot identify Customer or its End-Users (whereas such output forms part of Veriff’s intellectual property).

6.4. Suggestions. If Customer or any End User provides Veriff any feedback or suggestions regarding the Services,  Customer grants Veriff an unlimited, irrevocable, perpetual, sublicensable, royalty-free, worldwide license to use such feedback or suggestions for any purpose without any obligation or compensation to Customer or any other End User.

7. Representations and Warranties; Disclaimer.

7.1. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2. Sanctions Compliance. Each Party warrants that it will comply with, and will not cause the other Party to violate, any economic, trade, financial sanctions laws, and/or export laws and regulations of the United States and other applicable jurisdictions, including the E.U. and U.N.

7.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND VERIFF EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VERIFF, AND ITS LICENSORS, DO NOT WARRANT THAT ANY CONTENT OR RESULTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE ARE ACCURATE, RELIABLE, OR CORRECT. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR ANY RESULTS OBTAINED FROM THE USE OF THE SERVICE, AND ANY DECISIONS OR ACTIONS TAKEN ARISING FROM SUCH USE. CUSTOMER RELIES ON RESULTS OBTAINED FROM THE SERVICE AT ITS OWN RISK. CUSTOMER ACKNOWLEDGES THAT VERIFF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR CUSTOMER DATA WILL BE MAINTAINED WITHOUT LOSS. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY SERVICE PROVIDERS AND THIRD PARTY SITES.

8. Mutual Indemnification

8.1. Customer Indemnification. Customer shall defend Veriff and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that (a) Customer Data, or the combination or use by Customer of the Services, infringes or misappropriates the intellectual property rights of a third party, (b) Customer’s use of the Services violates applicable law, including, but not limited to, failing to ensure a legal basis (such as End User consents) related to data collection and use contemplated under this Agreement, (each, a “Claim Against Veriff”), and shall indemnify Veriff for any damages, attorney fees and costs finally awarded against Veriff as a result of, or for any amounts paid by Veriff under a court-approved settlement of, a Claim Against Veriff; provided, however, that Customer shall have no liability under this Customer Indemnification section to the extent a Claim Against Veriff arises from (i) Veriff’s negligence or breach of this Agreement, or (ii) a determination that the Service, independent of use, infringes or misappropriates a third party’s intellectual property rights.

8.2. Veriff Indemnification. Veriff shall defend Customer and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that the Services infringe or misappropriate a third party’s intellectual property right (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided, however, that Veriff shall have no liability under this Veriff Indemnification section to the extent a Claim Against Customer arises from (i) Customer Data; (ii) Customer’s negligence or breach of this Agreement; or (iii) any modification, combination or development of the Services that is not performed by Veriff, including in the use of any application programming interface (API).

8.3. Indemnification Procedure. The indemnified party will provide the indemnifying party with prompt written notice of any claim, suit, or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation (at the indemnifying party’s expense) with reasonable requests assisting the indemnifying party’s defense and settlement of the matter.

8.4. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (“MUTUAL INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.  THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “FEES & PAYMENT” SECTION ABOVE.

9.2. Exclusion of Consequential and Related Damages.  IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9.3. Scope of Limitation. The limitations hereunder apply with respect to all legal theories, whether in contract, tort or otherwise. The provisions of this ’Limitation of Liability’ section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.

10. Term and Termination

10.1. Renewal. Except as otherwise specified in the applicable Order Form, each Order Form will automatically renew for additional periods equal to the expiring Service Period or one (1) year (whichever is shorter), unless either Party notifies the other Party (email permitted) of non-renewal at least thirty (30) days prior to the expiration of the current Service Period.

10.2. Price Protection for Automatic Renewal. The Session Fee during any automatic renewal term will be the same as during the immediately preceding term, unless Veriff has given Customer notice (email permitted) of a pricing increase at least sixty (60) days before the end of the prior Service Period. Any pricing increase for an auto-renewed Order Form will not increase by more than 7% over the pricing for the Session Fee for the applicable Service in the immediately preceding Service Period for any automatically renewed Order Forms, which will renew for the greater of (a) the number of Sessions that Customer purchased in the preceding Order Form for the final twelve (12) months of the applicable Service Period, and (b) the aggregate number of Sessions that Customer submitted to the Service in the twelve (12) months preceding the Service Period of the new Order Form.  Notwithstanding the foregoing, and except as provided for in the applicable Order Form, any renewal of Services where the pricing was designated as promotional, a one-time accommodation, or similar designation, will renew at Veriff’s then-current list price in effect at the time of the applicable renewal.

10.3. Suspension by Veriff. Veriff may suspend Customer’s, or any End User’s, right to access and use the Service without prejudice to any other rights and remedies available to Veriff, without any prior notification, if Veriff reasonably and in good faith believes that Customer or an End User is (a) in a material or persistent breach of any of terms of the Agreement, (b) engaged in fraud, dishonesty, deceptive behavior, or engaged in behavior that may bring reputational harm to Veriff; provided, however, that upon suspending the Service to Customer or an End User, Veriff will promptly provide notice to Customer, and the parties will work in good faith to resolve the material or persistent breach.

10.4. Termination for Cause. Either Party may terminate the Agreement for cause effective after thirty (30) days’ notice, if the other Party:

(a) is in a material or persistent breach of any of the terms of the Agreement, and either such breach cannot be remedied, or such breach can be remedied, but the breaching Party will not do so within 30 days after receiving a relevant notice requiring it to remedy the breach; or

(b) is unable to pay its debts, becomes insolvent or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution, or has an administrative officer appointed over all or any substantial part of its assets, or enters into any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

10.5. Effects of Termination. Termination of the Agreement for whatever reason shall not affect any rights of remedies of the Parties that have accrued up to the date of such termination. In no event will any termination relieve Customer of the obligation to pay any Service Fees payable to Veriff for the period prior to the effective date of termination, or for any additional Sessions used by Customer. Any provision of the Agreement that expressly or by implication is intended to enter into force or continue in force after the expiry or termination of the Agreement shall survive and continue in full force and effect. However, upon termination for any reason:

(a) all other rights and licenses granted by Veriff under the Agreement shall immediately terminate and the Customer’s right to access and use the Service, and to grant its End Users the right to use the Service, shall end;

(b) upon request, each Party shall return (or destroy) the other Party’s Confidential Information;

(c) Veriff will refund Customer for any prepaid Service Fees covering the remainder of the unused Sessions, but only to the extent Customer terminates the Agreement for cause pursuant to “Termination for Cause” section above; and

(d) Customer will pay any unpaid Service Fees covering the remainder of the term of all Order Forms, including any unpaid Service Fees for additional Sessions, but only to the extent Veriff terminates the Agreement for cause pursuant to “Termination for Cause” section above.

11. General Provisions

11.1. Notices. All notices under this Agreement will be in writing and addressed to the Parties set forth in the preamble of this Agreement, and will be deemed received and properly served when (a) posted to Customer on the Service, (b) the first business day after an email is sent to Veriff at legal@veriff.com, and Customer to the email address of Customer’s administrator of the Service, or (c) upon receipt, if sent by certified or registered mail, return receipt requested. The Customer shall promptly notify Veriff in writing of any changes to any of the Customer’s contact details.

11.2. Assignment.  Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph are those described in the “Termination for Cause” and “Effects of Termination” sections of this Agreement.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

11.3. Force Majeure. Neither party shall be liable to the other party for any delay, failure, or non-performance of any of its obligations under the Agreement arising from any cause beyond its reasonable control, which may include denial-of-service attacks, strikes, pandemic, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

11.4. Independent Contractor/ Third Party Rights. Each party is an independent contractor in the performance of this Agreement and nothing in this Agreement is intended to create an employee-employer relationship, partnership, joint venture, or franchise.  The parties hereto agree that there are no third-party beneficiaries to the Agreement other than persons entitled to indemnification hereunder.

11.5. Publicity. Unless otherwise indicated on the applicable Order Form, and in any event, subject to Customer’s standard trademark usage guidelines, as provided to Veriff from time-to-time, Veriff may use the Customer’s name, logo, related trademarks, feedback, and testimonials in Veriff’s publicity and marketing materials (including Veriff’s website) for the purpose of highlighting that the Customer uses Veriff’s services. Subject to Veriff’s trademark and brand guidelines, which Veriff will make available upon request, Customer may use Veriff’s name, logo and related trademarks in connection with providing the End Users access to the Service, and, subject to Veriff’s prior consent, in the Customer’s publicity and marketing materials (including Customer’s website) for the purpose of highlighting Customer’s use of the Service.

11.6. Waiver. No forbearance or delay by either party in enforcing its rights under this Agreement shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

11.7. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall not be prejudiced and shall remain in effect.

11.8. Governing law and jurisdiction.

(a) For Customers with a bill to address in the UK/EEA: The Agreement is to be governed by and construed in accordance with English law, and each party hereby submits to the exclusive jurisdiction of the courts of England.

(b) For Customers with a bill to address in the US/ROW: The validity, interpretation, construction and performance of the Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the internal substantive laws of the state of New York, without giving effect to principles of conflicts of law.  The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded. Other than petitions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, each of the parties hereto consents to the exclusive jurisdiction and venue of the state and federal courts located within New York, New York.

11.9. Entire Agreement. This Agreement, including all exhibits, schedules, addenda, and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, statements, proposals or representations, written or oral, concerning Customer’s purchase and use of the Services. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by Customer (including Veriff’s online terms of service).  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.  However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the Documentation, any exhibit or addendum hereto, or any Order Form, the order of precedence is as  following: (1) the Order Form, (2) the DPA, (3) the terms of any exhibit(s) and/or addendum(s) to the Service Agreement, (4) the Service Agreement, and (5) the Documentation.  Notwithstanding any language to the contrary therein, no terms or conditions stated in or accepted by Veriff during a vendor onboarding process or web portal, a Customer purchase order, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Exhibit A - Response Times

1. Definitions

1.1. “Maximum Guaranteed Sessions per Minute” Maximum Guaranteed Sessions per Minute assumes each month is equal to 30 days. Maximum Guaranteed Sessions per Minute is calculated by taking the Maximum Guaranteed Sessions per Month, dividing it by 30 days, then dividing it by 24 hours and dividing it further by 60 minutes. For clarity, in the event the Maximum Guaranteed Sessions per Minute is less than 1, then the number will be rounded up to 1.

1.2. “Maximum Guaranteed Sessions per Month” Maximum Guaranteed Sessions per Month is calculated as follows: the number of initial Sessions per year purchased by Customer is divided by 12, and multiplied by 1.3.

2. Subject to calculations on a monthly basis and in respect of Sessions submitted by the Customer up to the Maximum Guaranteed Sessions per Minute and Maximum Guaranteed Sessions per Month, Veriff shall provide:

3. Customer acknowledges that the foregoing response times will not apply to: 

(a) Pay-as-you-go plans that do not include an annual minimum commitment on the number of Sessions purchased;

(b) Customers with less than 1000 Sessions per month;

(c) IDV Services where video analyses are included in the decision profile;

(d) Sessions in Arabic or Cyrillic.