Vespia Beta Agreement
This Vespia Beta Agreement (“Vespia Beta Agreement”) is made and entered into as of the last day of signature on the applicable Beta Order Form (the “Effective Date”), by and between the Veriff entity listed on the applicable Beta Order Form, and the entity named on the applicable Beta Order Form (“Customer”). The Customer and Veriff may be referred to jointly as the “Parties,” and individually as a “Party”.
This Vespia 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 Vespia 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 Vespia Beta Agreement and the Agreement, this Vespia Beta Agreement will control, but only with respect to the Beta Service. For clarity, in the event of a conflict between the Beta Order Form and the Vespia Beta Agreement, the Beta Order Form will control, but only with respect to the Beta Service.
NOW, THEREFORE, the Parties agree as follows:
1. Beta Service.
“Beta Service” means any Services provided to Customer by Veriff, as described by Veriff in writing to herein or to a Customer separately, and subject to executing a Beta Order Form between the Parties. 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. Unless otherwise agreed in the Beta Order Form, the Beta Services are provided without any compensation or reimbursement of any kind.
The Beta Services are intended for evaluation purposes and not for production use, 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 Vespia Beta Agreement.
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, SECURITY, 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. Data Protection and Privacy.
3.1 The following terms and any related usage or definitions, irrespective of Customer’s underlying paper, have the meaning given to them in the Terms of Service: Personal Data, Data Protection Laws, Sub-Processor Page, US Data Protection Laws, and Brazil Data Protection Laws.
3.2 Personal Data Processing Roles. Veriff is processing the Personal Data only for and on behalf of the Customer as necessary for the provision of the Service, which includes the Service’s quality assurance activities, and, for the Permitted Business Purposes. Veriff shall process the Personal Data as per the Customer’s instructions, unless the processing is allowed or mandated by the law of the European Union, any European Union member state or any other applicable law to which Veriff is subject; in such a case Veriff shall inform the Customer before processing the Personal Data, unless Veriff is legally not allowed to inform the Customer. “Permitted Business Purposes” means the use of Personal Data for the reasonable operational purposes not restricted to be carried out by processors and service providers under applicable Data Protection Laws, including as described in the US Data Protection Laws and for the following purposes for which Veriff is processing the Personal Data: (i) ensuring compliance with applicable regulations, including retaining proof of evidence of such for compliance with its legal obligations, (ii) to establish, exercise or defend legal claim, and (iii) producing anonymised or anonymised and aggregated statistical reports and research.
3.3 Aggregation and Deidentification. Veriff may aggregate, deidentify, or anonymize Personal Data so it no longer meets the Personal Data definition, and may use such aggregated, deidentified, or anonymized data as well as technical data (which is not linked nor reasonably linkable to a natural person and is therefore not included in Personal Data) for its own purposes. The resulting data is not considered Personal Data and is not subject to this Agreement. Veriff will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data.
3.4 Data Retention. Veriff’s data retention practices are detailed on Veriff’s “Data Retention Page”. In case of termination Veriff shall assign for removal, and use all reasonable efforts to procure the removal of, all copies of Personal Data processed by Veriff or any sub-processors from the Service environments.
4. Feedback.
Customer agrees to provide ongoing feedback to Veriff regarding 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.
5. Confidentiality.
Customer acknowledges that Veriff may need to comply with third-party obligations to provide the Beta Services, and Customer agrees that Veriff may share any required information hereunder to fulfill its obligation(s).
6. DORA, EBA and Artificial Intelligence.
Any terms agreed between Veriff and the Customer relating to the Digital Operational Resilience Act (Regulation (EU) 2022/2554) (“DORA”), EBA Guidelines, laws and regulations regulating artificial intelligence, or any associated regulatory requirements with the foregoing, do not apply to any Beta Services.
7. 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.
8. Term and Termination.
Notwithstanding anything to the contrary in the Agreement, this Vespia Beta Agreement commences on the Effective Date, and will remain in effect until the earlier of (a) either Party terminates this Vespia Beta Agreement at any time, without cause, upon thirty (30) days’ written notice to the other Party, (b) the date Veriff opts to discontinue the Beta Service deployment, or (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 discontinue the Beta Service 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.
9. Exclusive Remedies.
Termination of this Vespia Beta Agreement is Customer’s sole and exclusive remedy, and Veriff’s sole and exclusive liability, for claim or breach hereunder.