End-User License Agreement

This Software End User License Agreement (“Agreement“) is a legal agreement between IDENTITYPLUS Private Limited (hereinafter referred to as “IDENTITYPLUS“, “We“, “Us” or “Our“) and any person, company or business entity who has licensed this software (hereinafter referred to as the “customer,” “You” or “Your“) AND by installing/downloading and using this software, thereby expressly accept and agree to the terms and conditions of this agreement. 

This Agreement sets forth the terms that govern the Customer’s access and use of the Software. The software and documentation are owned solely and absolutely by IDENTITYPLUS and are licensed to its licensors. IDENTITYPLUS is willing to grant the Customer the right to access and use the IDENTITYPLUS Software provided the Customer agrees to be bound by this Agreement. By activating the license key provided with the Software product, you acknowledge that you have read and understood the entire terms of this Agreement and that you agree to be bound by all of the terms and conditions of this Agreement. If the Customer does not agree to the terms of this Agreement, IDENTITYPLUS is unwilling to grant Customer any rights to use the Cloud Subscription. In such event, Customer may not use the Cloud Subscription, and Customer should promptly cease use of the Cloud Subscription and accompanying Documentation. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.

Unless the context otherwise requires, IDENTITYPLUS and the Customer hereinafter may be referred to individually as the “Party” and collectively as the “Parties.“

DEFINITIONS

1. “Affiliate”means any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party. Customer shall notify IDENTITYPLUS in writing of the identity of its Affiliates and shall be jointly and severally liable for such Affiliate’s performance of its obligations under this Agreement. 
2. “Cloud Subscription”means any on-line software subscription operated by IDENTITYPLUS and accessible to Customer via the internet, specified on a Schedule. 
3. “Cloud Subscription – Terms”means the Cloud Subscription terms attached hereto as Annexure – B, initially as in effect on the Delivery Date and as such document may be modified from time to time thereafter in accordance with its terms. 
4. “As a Subscription”means access to the Cloud Subscription for specific subscription from the portfolio of subscriptions available in the product and billed as per usage. 
5. “DeliveryDate” means the date on which the notification of the start of the Cloud Subscription ordered under a Schedule is electronically sent by IDENTITYPLUS to Customer. 
6. “Distributor”means any independent distributor authorized by IDENTITYPLUS to distribute IDENTITYPLUS software and to Resellers only, unless otherwise provided for in the applicable distribution agreement. 
7. “Micro Subscriptions”means a set of subscriptions offered by IDENTITYPLUS that can be availed on separate or on collective basis and be charged based on usage. 
8. “Local Software Components”means the downloadable software components necessary to utilize certain functionality of the Cloud Subscription that Customer may install on devices such as phones, tablets, PCs or Macs and any revisions, enhancements and new versions of such software components, made generally available by IDENTITYPLUS for use with the Cloud Subscription, in each case in its machine-readable object code form. 
9. i.“Reseller”means any independent value added reseller (VAR) authorized by IDENTITYPLUS to distribute IDENTITYPLUS software and to Customer. 
10. “Software:” means the IDENTITYPLUS Product as detailed in the SOW which has been developed by IDENTITYPLUS. Further,alsoincludes any updates to such software which the Customer can download/install and corresponding documentation, associated media including digital images, stock photographs, clip art, fonts, sounds or other artistic works, printed materials, and online or electronic documentation. Any updates to such Software which the Customer is entitled to receive and that has been provided to the Customer by IDENTITYPLUS shall also mean Software for purposes of this Agreement. 
11. “Subscription Fee”means the fee charged to Customer by IDENTITYPLUS for the Cloud Subscription (including Technical Support) either for the Subscription Term or for the Micro subscriptions purchased. If Customer purchases the Cloud Subscription from a Reseller, Customer may pay the Subscription Fee to the Reseller and not to IDENTITYPLUS directly. 
12. “Subscription Term”means the period during which Customer is subscribed to the Cloud Subscription as set forth in this Agreement. 
13. “Technical Support”means the subscriptions provided by IDENTITYPLUS or its representative with each subscription at the level set forth as applicable under the IDENTITYPLUS Technical Support terms specified from time to time. See Annexure – A: Support Contract 
14. “Third Party Software”means any software that is not owned by IDENTITYPLUS that is identified in the Documentation and related IDENTITYPLUS websites and user portals. 
15. “User”means an employee, contractor, client or customer of Customer to whom Customer provides access to the Cloud Subscription, the number or other limitations of which are set forth on an applicable Schedule. 
16. “User Account”means electronic credentials a User uses to access to the Cloud Subscription. 

INTERPRETATION

1. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.
2. As used in this Agreement, the word “including” means “including but not limited to.”

1. LICENSE GRANT AND RESTRICTIONS

1.1 License. Subject to the terms and conditions hereof, IDENTITYPLUS grants the Customer a limited, non-exclusive, non-transferable non-assignable non sub-licensable right for the specified duration to install and use the Software, as more fully detailed in the SOW, in object code format, or over the Cloud Subscription solely for the Customer’s internal use and to use the license to manage the number of devices for which Customer has subscribed, and have the number of Users for which Customer has subscribed, use the licenses in accordance with the terms of the Documentation and this Agreement. The term of such license shall be the Subscription Term or the partial subscriptions purchased by Customer. 

1.2 Purchase over online Marketplace Platforms. The terms of this paragraph shall apply to the Cloud Subscription purchased on Online Marketplace Platforms. IDENTITYPLUS and Customer acknowledge that IDENTITYPLUS is solely responsible for providing the Cloud Subscription and Technical Support subscriptions as set forth herein and the Marketplace platform provider has no obligation to furnish any such subscriptions to Customer. To the maximum extent permitted by applicable law, Marketplace platform provider will have no warranty obligation to Customer with respect to the Cloud Subscription and any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to the warranties set forth in this Agreement and shall be IDENTITYPLUS sole responsibility. IDENTITYPLUS and Customer acknowledge that IDENTITYPLUS, not Marketplace platform provider, is responsible for addressing any claims of Customer or any third party relating to the Cloud Subscription or Customer’s possession and/or use of the Cloud Subscription. In the event of any third party claim that the Cloud Subscription infringes the third party’s intellectual property rights, IDENTITYPLUS and Customer acknowledge that IDENTITYPLUS, not Marketplace platform provider, will be solely responsible for the investigation, defense, settlement and discharge of any such infringement claim subject to Section 4 of this Agreement. IDENTITYPLUS and Customer acknowledge and agree that Marketplace platform provider and their subsidiaries are third party beneficiaries of this Agreement and that upon Customer’s acceptance of the terms and conditions of this Agreement, Marketplace platform provider will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Customer as a third party beneficiary thereof. Additional terms and conditions pertaining to Cloud Subscriptions are enclosed as Annexure – A: Cloud Subscriptions Terms. The Marketplace platform provider for this Agreement shall be Amazon Web Subscriptions (AWS). 

1.3 Local Software Components. Subject to the terms and conditions of this Agreement and payment of the applicable Subscription Fee, IDENTITYPLUS grants Customer a worldwide, non-exclusive, non-transferable license, without the right to sublicense and (except as otherwise provided on a Schedule) solely for its own business operations, to install on and use the Local Software Components to manage the number of devices for which Customer has subscribed, and have the number of Users for which Customer has subscribed use the Local Software Components in accordance with the terms of the Documentation and this Agreement. The term of such license shall be the Subscription Term or the number of “As a Subscription” units purchased by Customer. Customer may reproduce the Local Software Components and Documentation only as necessary to use the Cloud Subscription. Customer shall ensure that each copy contains all titles, trademarks, and copyright and restricted rights notices as in the original. Customer shall implement all commercially reasonable measures to ensure that its Users comply with the restrictions and limitations of this Agreement 

1.4 License for “Special Use”. In the event that the Cloud Subscription is licensed only for “Special Use,” the terms of this paragraph shall apply. IDENTITYPLUS hereby grants Customer a personal, non-exclusive, non-transferable license, without right of sublicense, to use the Cloud Subscription commencing on receipt of notification of access to the Cloud Subscription. The Cloud Subscription licensed for Special Use may include special features that require additional fees and conditions to use. The Cloud Subscription may employ a restriction mechanism, which restricts the program to a limited working time, a specific set of features and/or a specific number of Users or devices. This restriction mechanism and the manner in which it enforces the restriction is maintained in confidence by IDENTITYPLUS for internal use only, and Customer may not publish, disclose or reveal it. Customer agrees not to do anything to circumvent or defeat the restriction mechanism. IDENTITYPLUS may waive some of the restrictions under, Sections 4 (Intellectual Property Indemnity), 7 (Indemnity) and 10 (Software use verification) under Special Use license. 

1.5 Software Upgrade. This Agreement will govern any software upgrades provided at an additional cost by IDENTITYPLUS that replace or supplement the Software, unless such upgrade is accompanied by a separate license in which case the terms and conditions of that Agreement will govern such license. The software upgrades shall be available to the Customer subject to the Customer procuring the Annual Maintenance Contract with IDENTITYPLUS for the software maintenance and upgrades. 

1.6 Restrictions. Except as expressly permitted under the Agreement, the Customer will not, and will not allow any third party to: (a) copy the Software or the Documentation accompanying the Software (except for one copy for backup and disaster recovery purposes or as described in the Documentation); (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) distribute, sublicense, rent, lease or loan the Software to any third party; (f) use the Software for the business needs of another person or entity, including without limitation, providing outsourcing, subscription bureau, software as a subscription, commercial hosting, application subscription provider or on-line subscriptions to third parties; or (g) Customer shall not disclose the results of any performance, functional or other evaluation or benchmarking of the Cloud Subscription to any third party without the prior written permission of IDENTITYPLUS. The Customer may not remove, alter or obscure any proprietary notice that appears on the Software or on any authorized copies.

2. CUSTOMER OBLIGATIONS

2.1 The Customer’s Obligations. In addition to any other obligations hereunder, the Customer shall: (i) be solely responsible for the accuracy, legality and integrity of the Customer information or data (“Customer Data“) submitted or used in connection with the Software, (ii) backing up the Customer Data in the event the Customer Data is corrupted or lost in connection with the Software, (iii) not submit, send or store any information other than the Customer Data in connection with the Software and not submit computer viruses, Trojan horse, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with the Software, and (iv) not take actions or omit to act in any way that would interfere with or disrupt the integrity or performance of the IDENTITYPLUS Software. (v) The Software may be accessed and used by the Customer herself/himself or the Customer’s employees, contractors and external users who are authorized by the Customer to use the Subscriptions on behalf of the Customer (“Users“). The Customer agrees and acknowledges that the Customer is responsible for all activities that occur under the Customer’s Users accounts. (v) any use or utilization of the Software shall not constitute infringement of national and/or international copyright, intellectual property, patent or trademark, nor do they infringe on the trade secrets or other proprietary rights of any party. 

2.2 The Customer’s Representation. The Customer represents that it has the full power and authority to carry on its business and to enter into, and to perform its obligations as set forth in this Agreement. By purchasing and using this Software, the Customer hereby expressly accepts and agrees to the terms and conditions of this Agreement.

3. SUPPORT SUBSCRIPTIONS

In the event the Customer encounters a problem with the Software, the Customer may open a ticket by contacting the IDENTITYPLUS help desk (support@crossidentity.com). IDENTITYPLUS will categorize the problem, provided the problem is reproducible and related to a failure of the Software to perform in accordance with its specifications, and work to resolve the problem. IDENTITYPLUS provides support on a 9.00 am to 6.00 pm (Local Standard Time) 5 days a week basis. IDENTITYPLUS will assign applicable severity levels to issues raised by the Customers and will respond to such issues appropriately. The support for the Software purchased shall be available provided the Customer has procured the annual maintenance contract for an additional cost for 2nd year onwards.

4. INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND REMEDIES

This Section 4 sets forth Customer’s exclusive remedy and IDENTITYPLUS’ rights and entire liability, with respect to infringement or misappropriation of intellectual property rights of any kind arising out of this Agreement. 

4.1 Proprietary Rights. IDENTITYPLUS retains all rights, title and interest in and to the Software and all other technology, including without limitation, all Software, Documentation and Intellectual Property Rights related thereto, and nothing in this Agreement assigns any rights, title or interest therein to the Customer. All the Customer Data remains the Customer’s property, and IDENTITYPLUS shall have the right to possess and use such Customer data solely for performance of the IDENTITYPLUS Software and related subscriptions. “Intellectual Property Rights” shall mean all patents, trademarks, subscription marks, copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential information and all or any other intellectual, proprietary or industrial property rights whether or not registered or pending registration or capable of registration, and whether subsisting in any part of the world including but not limiting to United States, Europe, APAC, India, Middle East, Singapore or any other part, together with all or any goodwill relating to the same. “Confidential Information” means information that is disclosed by IDENTITYPLUS to the Customer or which the Customer has access to in connection with this Agreement, including, without limitation any information that should reasonably have been understood by the Customer to be proprietary and confidential to IDENTITYPLUS or to its third party licensors or suppliers. Confidential Information may be disclosed in written or other tangible form or by oral, visual or other means. Information concerning the Software and related subscriptions, including the Documentation, will be considered IDENTITYPLUS’ Confidential Information and shall be subject to the terms of this Clause 4. The Customer will not use any Confidential Information for any purpose not expressly permitted by the Agreement, and in case the Customer is an entity, it will disclose the Confidential Information only to its employees or contractors who have a need to know such Confidential Information in connection with the use of the Software permitted hereunder and who are under a duty of confidentiality no less restrictive than the Customer’s duty hereunder. The Customer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The Customer’s obligations under Clause 4 with respect to any Confidential Information will terminate if such information is, or through no fault of the Customer, has become generally available to the public. In addition, the Customer will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the Customer notifies IDENTITYPLUS of such required disclosure promptly and in writing and cooperates with IDENTITYPLUS, at IDENTITYPLUS’ request, in any lawful action to contest or limit the scope of such required disclosure. 

4.2 Remedies in case of infringement. If the Cloud Subscription, Local Software Components, Third Party Software or any material portion thereof, used in IDENTITYPLUS delivery of its solution is held by a court of competent jurisdiction to infringe, or if IDENTITYPLUS believes that the Cloud Subscription may be subject to a Claim or held to infringe, IDENTITYPLUS shall cure the alleged infringements through actions mentioned under clause 7. If non-infringing software or the rights to use the Cloud Subscription cannot be obtained upon commercially reasonable terms by IDENTITYPLUS, then IDENTITYPLUS may terminate the then-current subscription. Upon any such termination of the then-current subscription, IDENTITYPLUS shall refund any prepaid and unused amounts paid for the then-current subscription. This Section 4.2 shall not apply to subscriptions for no fee, including trial, beta or evaluation license agreement.

5. TERM AND TERMINATION

5.1 Term and Renewal. The term of this Agreement begins on the Effective Date and unless terminated earlier as set forth in this Agreement and upon expiration of the then-current Subscription Term, Customer’s subscription will be automatically renewed for an additional year for the software version purchased. The customer shall provide notice of intent to terminate the Agreement in writing thirty (30) days prior to termination or expiration of the then-current subscription term. 

5.2 Termination by Customer for Convenience. Customer may terminate any subscription, any SOW or this Agreement in its entirety, at any time upon written notice to IDENTITYPLUS. 

5.3 Termination by Either Party for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice describing the breach. 

5.4 Termination by Either Party for Insolvency or Bankruptcy. Either party may terminate this Agreement by written notice to the other party if the other party becomes insolvent; applies for or consents to the appointment of a trustee, receiver or other custodian; makes a general assignment for the benefit of its creditors; initiates any bankruptcy, debt arrangements, or other case or proceeding under any bankruptcy or insolvency law; or becomes subject to any dissolution or liquidation proceedings acquiesced to by such party or not dismissed after sixty (60) days. 

5.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason, (a) all rights granted to the Customer in this Agreement will immediately cease to exist, (b) the Customer agrees to immediately cease and discontinue all access and use of the Software, (c) the Customer agrees to forthwith uninstall, return or destroy all copies of the Software, Documentation or other Confidential Information of IDENTITYPLUS in the Customer’s possession or control, (d)the fees paid under annual maintenance contract shall be non-refundable and non-cancellable if the Agreement is terminated and (e) upon the request of IDENTITYPLUS, the Customer agrees to certify in writing the Customer’s compliance with the terms and conditions of this Clause 5 of the Agreement. Clauses 4, 5, 6, 7, 8, 10, 11, 12, 14, 15, 16, and 17 of this Agreement shall survive expiration or termination of this Agreement for any reason. Unless this Agreement is terminated by Customer under Section 5.3, and except as provided in Sections 4.2, 6.1 and 6.2 or in the Cloud Subscription – Terms, no refund shall be due from IDENTITYPLUS for any unused prepaid fees.

6. WARRANTIES AND REMEDIES

6.1 Product functions and Cloud Subscription Warranty. IDENTITYPLUS warrants to Customer that, during the Subscription Term, the Could Subscription will perform in material conformity with the functions described in the applicable Documentation. Such warranty period shall not apply to subscriptions for no fee. IDENTITYPLUS will use commercially reasonable efforts to remedy any material non-conformity with respect to the Cloud Subscription at no additional charge to Customer. In the event IDENTITYPLUS is unable to remedy the non-conformity and such non-conformity materially affects the functionality of the Cloud Subscription, Customer may promptly terminate the applicable subscription. In the event Customer terminates its subscription pursuant to this Section 6.1, Customer will receive a refund of any prepaid and unused portion of the Subscription Fee. The foregoing shall constitute the exclusive remedy of Customer, and IDENTITYPLUS’ entire liability, with respect to any breach of this Section 6.1. 

6.2 Disclaimer of Warranty. IDENTITYPLUS DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN COMBINATIONS OF SOFTWARE OR HARDWARE THAT MAY BE SELECTED FOR USE BY THE CUSTOMER; (B) THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH OR GENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDENTITYPLUS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SUBSCRIPTIONS PROVIDED TO THE CUSTOMER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. INDEMNIFICATION

The Customer agrees to indemnify, defend and hold IDENTITYPLUS harmless from and against any and all liability, damage, loss or expense (including reasonable attorneys’ fees) arising out of any claim, demand or proceeding based on allegations arising as a result of (i) any inaccuracies or errors within the Customer Data and other information provided by the Customer; and (ii) breach of these Software License Terms by the Customer (iii) Customer’s violation of any applicable law, including but not limited to data protection and privacy laws; or (iv) any alleged grossly negligent or willful acts or omissions of Customer which gave rise to such claim. IDENTITYPLUS agrees to indemnify, defend and hold the Customer harmless from and against claims made by any third party and related losses, expenses, damages, costs and liabilities, and expenses incurred in relation to such a claim that the Software infringes, misappropriates, or otherwise violates any third party’s intellectual property rights. If IDENTITYPLUS believes that the Software is, or is likely to become, the subject of an action based upon a claim that the Software, when used in accordance with the Agreement, infringes any intellectual property rights, IDENTITYPLUS may, in its sole discretion, replace or modify the Software, procure for the Customer the right to continue using the Software, or terminate this Agreement and require the Customer to uninstall and stop using the Software. These obligations are conditioned on the Customer giving IDENTITYPLUS prompt written notice of any such claim and providing IDENTITYPLUS with reasonable assistance in addressing the claim. These obligations do not apply to the extent the claim is based on third-party code or a combination of the Software with other software or hardware or operation of the Software in a manner prohibited by the specifications. THIS CLAUSE STATES IDENTITYPLUS’S ENTIRE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS RELATED TO THE SOFTWARE.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT WILL IDENTITYPLUS OR ITS THIRD PARTY LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SUBSCRIPTIONS BY CUSTOMER. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, DATA OR USE, INCURRED BY A PARTY OR ANY THIRD PARTY UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The aggregate and cumulative liability of IDENTITYPLUS and its third party licensors for damages under this Agreement shall not exceed the amount of fees paid by Customer under this Agreement during the twelve (12) month period prior to the date when a claim for damages is first made, and if such damages relate to particular software or subscriptions, such liability shall be limited to fees paid for the relevant software or subscriptions giving rise to the liability during the twelve (12) month period prior to the date when a claim for damages is first made, provided, however, that the limitation of liability in this Section 8 will not apply to (a) a breach of either party’s intellectual property rights and (b) any damages awarded to a third party as a result of a claim for which either party is indemnified hereunder. 

8.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL IDENTITYPLUS OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF IDENTITYPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8.3 Construction. The limitations and exclusions in this Section 8 shall not apply to: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations; (c) breaches of confidentiality; or (d) violations of IDENTITYPLUS’s intellectual property rights. 

8.4 Essential Basis. Customer acknowledges that the limitations of liability in this Section 8 are an essential basis of the bargain between the parties and that IDENTITYPLUS would not enter into this Agreement without these limitations.

9. PAYMENT PROVISIONS

9.1 Payment Terms: All payments of any fees under this Agreement, including Subscription Fees, AMC/ Consulting / Professional Subscriptions Fees, shall be payable annually in advance, before the expiry of the subscription / AMC. All payments shall be made in the currency as agreed in the agreement and are non-refundable. 

9.2 Subscription Fees. Customer agrees to make the Subscription Fee payments annually in advance before the expiry of the tenure set forth in an applicable Price Schedule, which payments shall be nonrefundable, irrevocable, and not subject to offset, except as otherwise provided in this Agreement. 

9.3 AMC Fees. Customer agrees to make the AMC fee payments annually in advance before the expiry of the tenure set forth in an applicable Price Schedule, which payments shall be nonrefundable, irrevocable, and not subject to offset, except as otherwise provided in this Agreement.

9.4 Lapse or expiration: The Subscription / AMC Contract expires or lapses due to non-renewal or failure to pay the renewal fee before the expiry. In such cases, the right to access the license or AMC will be terminated on the last day of the expiry period.

9.5 Process for the reinstatement request and fees:

1. The Customer expresses the desire to renew the AMC after the expiration or lapse. 
2. A 15% reinstatement fee will be applied to the entire subscription or AMC value if the customer decides to renew at a later time and does not want to renew or pay the annual upfront fee for AMC or subscription before the tenure expires. The license will be reissued within 2 working days of the receipt of payment.

9.6 Taxes. The fees specified in this Agreement do not include taxes, duties or fees. If IDENTITYPLUS is required to pay or collect (i) sales, use, property, value-added, withholding or other taxes, (ii) any customs or other duties, or (iii) any import, warehouse or other fees, associated with Customer’s subscription or subscriptions provided under this Agreement or with respect to Customer’s use of software or subscriptions, then such taxes, duties or fees shall be billed to and paid by Customer unless Customer provides IDENTITYPLUS with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is permitted to declare any such taxes, Customer shall declare and pay such taxes and IDENTITYPLUS shall not be required to invoice Customer. This Section shall not apply to taxes based on IDENTITYPLUS net income or payroll taxes.

10. SOFTWARE USE VERIFICATION

During the term of this Agreement and for two years after the expiration or termination of the Agreement, the Customer must keep complete and accurate records of all Software copying and use. During this period, IDENTITYPLUS will have the right, at its expense and upon no fewer than 10 working days prior written notice, to audit the Customer’s use of the Software and related records and payments. As part of such audit, IDENTITYPLUS is entitled to obtain physical and electronic data concerning all Software usage at each of the Customer’s sites. The audit may be at the Customer facilities or from a remote location, at IDENTITYPLUS’ option. An audit may be conducted either by IDENTITYPLUS or by its authorized representative, will not interfere unreasonably with the Customer’s business activities, and will be conducted no more often than once per calendar year, unless a previous audit disclosed a material discrepancy. If such audit shows that the Customer has understated the Customer’s actual use of the Software or have otherwise underpaid amounts owing, the Customer must immediately purchase from IDENTITYPLUS sufficient licenses to support the actual use and copying and pay all amounts owing. If covered under maintenance, the Customer must also purchase maintenance covering the period the Customer used the additional licenses. If such audit shows that the Customer understated its use of the Software or underpaid amounts owing by more than five percent, the Customer will also pay the reasonable expenses of the audit. IDENTITYPLUS will use the information received during the audit solely for the purposes of this Clause and will honor any applicable privacy/data protection laws and otherwise maintain the confidentiality of such information.

11. GOVERNING LAW AND VENUE

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of India, excluding its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Bangalore, India and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents either party from seeking injunctive relief in an appropriate or applicable forum.

12. EXPORT CONTROL AND TRADE COMPLIANCE

12.1 Export Restrictions. The Software and related technology are subject to export control laws and regulations of India, the United States, and other applicable jurisdictions, including the U.S. Export Administration Regulations (“EAR”), the regulations of the U.S. Office of Foreign Assets Control (“OFAC”), and may also be subject to similar laws of other jurisdictions (collectively, “Trade Laws”). 

12.2 Customer Compliance Obligations. Customer agrees to comply with all applicable Trade Laws and shall not, directly or indirectly: 

(a) Export, re-export, transfer, or provide access to the Software to any country, territory, individual, or entity prohibited by applicable Trade Laws; 

(b) Use the Software in any country or territory that is subject to a comprehensive trade embargo or sanction; 

(c) Provide access to the Software to any individual or entity that appears on any restricted party list, including the U.S. Denied Persons List, Entity List, Specially Designated Nationals List, or any similar restricted party list maintained by applicable governmental authorities; 

(d) Use the Software for any end-use prohibited by applicable Trade Laws, including without limitation nuclear, chemical, or biological weapons development. 

12.3 Restricted Territories. Customer acknowledges that the Software may not be exported, re-exported, or transferred to countries subject to comprehensive trade embargoes, which currently include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as such list may be updated from time to time. 

12.4 Customer Representations. Customer represents and warrants that: 

(a) Customer and its Users are not located in, organized under the laws of, or ordinarily resident in any restricted territory; 

(b) Customer and its Users do not appear on any restricted party list; 

(c) Customer will not use the Software in violation of any applicable Trade Laws. 

12.5 Cooperation. Customer agrees to provide information and assistance reasonably requested by IDENTITYPLUS to ensure compliance with applicable Trade Laws. 

13. GENERAL ADDITIONAL TERMS

13.1 Severability. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. 

13.2 Transfer or Assignment. Neither party shall sell, lease, assign or otherwise transfer this Agreement or any rights or obligations under this Agreement in whole or in part, and any such attempted assignment shall be void and of no effect without the advance written consent of the other party, such consent not to be unreasonably withheld or delayed; provided, however, that such consent shall not be required if either party assigns this Agreement to an Affiliate or in connection with and to the extent related to a merger, acquisition, any and all forms of divestment and investment, including consolidation, transfer of a line of business or corporate reorganization (whether or not assignor is the surviving entity), or sale of all or substantially all of its assets, unless the Affiliate or surviving entity (in the case of an assignment by Customer) is a competitor of IDENTITYPLUS. Customer shall provide advance written notice of any permitted assignment under this Section 13.2. Subject to the foregoing consent requirement, Customer may transfer any subscription or license to any Affiliate without requirement of any relocation, transfer or assignment fee by IDENTITYPLUS. Notwithstanding the foregoing, IDENTITYPLUS reserves the right to impose different credit terms on any successor in interest, including but not limited to an Affiliate. Any permitted assignee will assume all obligations and rights of its assignor under this Agreement (or related to the assigned portion in case of a partial assignment). All provisions of the Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the respective successors and permitted assigns of IDENTITYPLUS and Customer. Except as expressly provided in this Agreement, there are no third party beneficiaries of any of the warranties, rights or benefits of this Agreement. 

13.3 Waiver. No failure or delay on the part of either of the Parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the Parties of any right preclude any other or further exercise thereof or the exercise of any other right. 

13.4 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, to the other Party via its registered agent or at such other address as may be later designated by such Party. 

13.5 Force Majeure. Except for obligations of payment, each party shall be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or subscription, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures and power failures. 

13.6 Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

14. DATA PROTECTION AND PRIVACY

14.1 Data Processing Addendum. To the extent that IDENTITYPLUS processes any Personal Data (as defined below) on Customer’s behalf in the provision of the Software, the parties agree to comply with the Data Processing Addendum (“DPA”) available at https://www.crossidentity.com/dpa/. 

and incorporated herein by reference. The DPA shall apply to such processing and shall form part of this Agreement. 

14.2 Definitions. For purposes of this Section: 

(a) “Personal Data” means any information relating to an identified or identifiable natural person processed by IDENTITYPLUS on behalf of Customer in connection with the Software. 

(b) “Data Protection Laws” means all applicable laws and regulations relating to privacy and data protection, including without limitation the EU General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any successor legislation. 

14.3 Data Processing. IDENTITYPLUS will: 

(a) Process Personal Data only in accordance with Customer’s documented instructions and as necessary to provide the Software; 

(b) Implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction, or damage; 

(c) Ensure that personnel authorized to process Personal Data are bound by confidentiality obligations; 

(d) Not transfer Personal Data outside the jurisdiction in which it was collected without appropriate safeguards in place; 

(e) Assist Customer in responding to requests from data subjects and regulatory authorities, where technically feasible. 

14.4 Data Subject Rights. IDENTITYPLUS will provide reasonable assistance to Customer in fulfilling Customer’s obligations under Data Protection Laws with respect to data subject rights requests, including access, rectification, erasure, portability, and objection requests. 

14.5 Security Incident Notification. IDENTITYPLUS will notify Customer without undue delay, and in any event within 72 hours, upon becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data (“Security Incident”). Such notification will include available information about the nature of the Security Incident and the measures taken or proposed to address it. 

14.6 Data Return and Deletion. Upon termination or expiration of this Agreement, IDENTITYPLUS will, at Customer’s option, return or securely delete all Personal Data, unless retention is required by applicable law.

15. TRIAL, EVALUATION, AND BETA SOFTWARE

15.1 Trial Software License. If Customer is using a trial, evaluation, proof-of-concept, beta, or preview version of the Software (“Trial Software”), IDENTITYPLUS grants Customer a limited, non-exclusive, non-transferable license to use the Trial Software solely for Customer’s internal evaluation purposes during the trial period specified by IDENTITYPLUS (“Trial Period”). 

15.2 Trial Software Restrictions. Customer shall: 

(a) Use Trial Software only for evaluation and testing purposes and not for productive business use; 

(b) Not exceed the user, device, or other limitations specified for the Trial Software; 

(c) Comply with all other restrictions set forth in this Agreement. 

15.3 Trial Software Disclaimer. TRIAL SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDENTITYPLUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO TRIAL SOFTWARE. 

15.4 Trial Software Limitation of Liability. CUSTOMER’S SOLE REMEDY FOR ANY ISSUES WITH TRIAL SOFTWARE IS DISCONTINUATION OF USE. IDENTITYPLUS SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM USE OF TRIAL SOFTWARE. ANY DATA ENTERED INTO TRIAL SOFTWARE MAY BE PERMANENTLY LOST UPON EXPIRATION OR TERMINATION OF THE TRIAL PERIOD. 

15.5 No Support for Trial Software. IDENTITYPLUS has no obligation to provide technical support for Trial Software unless expressly agreed in writing. 

15.6 Transition to Commercial License. Upon expiration of the Trial Period, Customer must either: (a) purchase a commercial license for the Software, or (b) cease all use of the Trial Software and delete all copies. 

16. THIRD-PARTY COMPONENTS AND INTEGRATIONS

16.1 Third-Party Software. The Software may include or be bundled with third-party software components (“Third-Party Components”) that are subject to separate license terms. Customer’s use of Third-Party Components is governed by the applicable third-party license agreements. 

16.2 Third-Party Integrations. Customer may integrate or connect third-party applications, services, or products (“Third-Party Integrations”) with the Software. IDENTITYPLUS makes no representations or warranties regarding Third-Party Integrations and shall have no liability for any Third-Party Integrations or their performance. 

16.3 Customer Responsibility. Customer is solely responsible for: 

(a) Obtaining appropriate licenses for Third-Party Components and Third-Party Integrations; 

(b) Ensuring that Third-Party Integrations comply with applicable laws and this Agreement; 

(c) Any data shared with or processed by Third-Party Integrations. 

16.4 Availability. IDENTITYPLUS cannot guarantee the continued availability of any Third-Party Integrations and may discontinue support for any Third-Party Integration without notice or liability.

17. ANTI-CORRUPTION AND COMPLIANCE

17.1 Anti-Corruption. Each party represents and warrants that: 

(a) It has not and will not offer, pay, promise to pay, or authorize payment of money or anything of value to any third party in order to improperly influence any act or decision or to obtain an improper advantage in connection with this Agreement; 

(b) It will comply with all applicable anti-corruption laws, including the Prevention of Corruption Act, 1988 (India), the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010. 

17.2 Sanctions Compliance. Each party represents that it is not, and will not during the term of this Agreement become, a person or entity with whom dealings are restricted or prohibited by any applicable economic sanctions laws or regulations. 

17.3 Know Your Customer. Upon request, each party will provide the other with information reasonably necessary to comply with applicable anti-money laundering, sanctions, and export control laws. 

18. AMENDMENTS

IDENTITYPLUS reserves the right to modify the terms and conditions of this Agreement at any time, effective upon posting of an updated version of this Agreement on IDENTITYPLUS’ official website. You are responsible for regularly reviewing this Agreement. Continued use of the Subscription after any such changes shall constitute your consent to such changes.