In consideration of the mutual covenants and promises contained in these term and conditions (“Terms and Conditions”), Jumio and Customer agree as follows:
|1.1||“Agreement” means a non-disclosure agreement (“NDA”) that incorporates these Terms and Conditions.|
|1.2||“Customer” means the party identified as such in the applicable NDA referring to these Terms and Conditions.|
|1.3||“Customer Materials” means all data, information, and any other materials provided or otherwise made available by Customer to Jumio in connection with this Agreement.|
|1.4||“Documentation” means the standard documentation, specifications, written instructions or explanatory material related to the installation, operation, use or maintenance of the Products and any subsequent versions thereof, available through the Customer Portal or on www.jumio.com.|
|1.5||“Licensed Work” means any one or combination of the Products and the Documentation.|
|1.6||“Products” means Authentication, BAM Checkout, Document Verification, Identity Verification, Fastfill, ID Verification and Screening, and such other products marketed or sold by Jumio detailed in Exhibit A; and “Product” means any one of them.|
|1.7||“Services” means the processing and completion of Transactions by Jumio in conjunction with the Customer’s proper installation of the Licensed Work.|
|1.8||“Transaction” means (a) a submitted ID Verification, Identity Verification or Document Verification scan which returns one of Jumio’s standard acknowledgement responses; \(b) a submitted FastFill or BAM Checkout scan that returns one or more structured data fields for the purposes of conducting business with the User; and “Transactions” means any combination or multiple of them.|
|1.9||“User” means an end-user initiating a Transaction.|
2. LICENSE GRANTS AND RESTRICTIONS.
|2.1||Subject to the terms of this Agreement, Jumio grants Customer a revocable, worldwide, non-transferrable and non-exclusive right for a term not exceeding the Trial Period (as defined below) for a maximum of 100 Transactions (or as otherwise agreed in writing) to use the Licensed Work solely to evaluate the features, functionality and performance of the Licensed Work and receipt of the Services.|
|2.2||Except as expressly set forth in this Agreement, Customer may not:|
|2.3||Except as specifically set forth in these Terms and Conditions, Customer acknowledges that Jumio has no responsibility for providing Customer with any services, support, product, upgrades or other enhancements for or in connection with, and that Jumio is under no obligation to create any product upgrades or enhancements to the Licensed Work during the Trial Period.|
|2.4||Customer grants Jumio a non-exclusive, fully paid, royalty-free, worldwide license to reproduce, modify, distribute and otherwise use the Customer Materials in any manner necessary for Jumio to provide the features and functionality of the Licensed Work and the Services including the right for Jumio to grant equivalent rights to its service providers that perform services that form part of or are otherwise used to perform the Services.|
3. NO WARRANTY.
|3.1||No Warranty. The Licensed Work and Services are provided on an “as-is” basis, exclusive of any warranty whatsoever. Jumio hereby disclaims all warranties, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Jumio does not warrant that the Licensed Work or Services will be provided without error. Any production use of the Licensed Work or Services is at Customer’s sole risk. Customer acknowledges that Jumio may discontinue making the Licensed Work or Services available to Customer at any time in its sole discretion, and Customer may never make or permit any third party to make the Licensed Work or the Services generally available.|
4. LIMITATION OF LIABILITY; INDEMNITY.
|4.1||No Liability. In no event shall Jumio have any liability hereunder to Customer for any damages whatsoever, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, data or use, however caused and, whether in contract, tort or under any other theory of liability, whether or not Customer has been advised of the possibility of such damages.|
|4.2||Indemnity. Customer will defend or settle any action or claim against Jumio, its affiliates, and their respective shareholders, directors, officers, agents and employees, in connection with Customer’s use of the Licensed Work or the Services, and will pay any costs, damages and reasonable attorneys’ fees attributable to such action or claim.|
5. INTELLECTUAL PROPERTY RIGHTS.
|5.1||Ownership. As between Customer and Jumio, Jumio owns the Services and Licensed Work, all improvements, modifications and derivative works thereof, and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Jumio or its licensors. Except as set forth in this Agreement, Jumio does not grant any rights to the Services or Licensed Work to Customer. Customer further acknowledges that Jumio retains all right, title and interest in the Licensed Work including all rights to patent, copyright, trade secret and, attributable to Jumio efforts, whether such efforts are independent or in conjunction with Customer.|
|5.2||Notices and Enforcement. Customer agrees that all trademark and intellectual property notices for the Licensed Work must be preserved unmodified. Customer hereby acknowledges and agrees that the Licensed Work constitutes and contains valuable proprietary products and trade secrets of Jumio, embodying substantial creative efforts and confidential information, ideas, and expressions.|
|5.3||Customer Restrictions. Customer agrees not to challenge, directly or indirectly, any right or interest of Jumio in the Services or Licensed Work nor the validity or enforceability of Jumio’s rights under applicable law. Customer agrees not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect Jumio’s rights or interest in the Services or Licensed Work in any jurisdiction.|
|5.4||Trademarks. Customer acknowledges Jumio’s ownership of the trademarks “Jumio,” “BAM Checkout,” “Document Verification”, “Netswipe”, “FastFill,” “Netverify”, “Trusted Identity as a Service” and any other the Product names, and all related trademarks and service marks. Customer further acknowledges that it will acquire no interest in such trademarks and service marks by virtue of this Agreement or the performance by Customer of its duties and obligations under this Agreement. Customer agrees not to use the name “Jumio” or any of the Product names or marks (or any confusingly similar name or symbol), in whole or in part, as part of Customer’s business or trade name nor shall it register or use internet domain names or social media websites with the use of the “Jumio” name.|
6. CUSTOMER’S OBLIGATIONS AND WARRANTIES.
|6.1||Customer’s Obligations. Customer shall be solely responsible for: (a) maintaining adequate controls over its data transmissions, (b) monitoring such transmissions, (c) notifying Jumio of any non-conforming transmissions, failure to receive transmissions or failure to send or receive such transmissions, (d) setting applicable data processing and transmission parameters, (e) inspecting all data input and output for accuracy and completeness, (f) implementation and maintenance of appropriate safeguards to identify data and processing errors, (g) maintaining its own computer and telecommunication systems for communication and data exchange with Jumio, (h) monitoring and restricting the use of all passwords, user identification numbers and other security measures subject to its control and in accordance with Customer’s policies, (i) compliance with any applicable United States or foreign government regulations relating to its products and services; (j) the delivery of its products and services, and payment of all taxes, customs and duties related to the sale of its products and services, (k) selecting qualified personnel to operate its systems, software and equipment, (l) and training all personnel.|
|6.2||Customer’s Warranties. Customer represents, warrants and covenants that: (i) Customer has sufficient rights to grant the license to Jumio in accordance with Section 2.4 with respect to the Customer Materials; (ii) in the event that the Customer Materials contain private or personal matters concerning any individual person, such disclosure of Customer Materials by Customer to Jumio complies with all applicable privacy legislations; (iii) Customer Materials do not and will not infringe on any third party intellectual property rights or violate any other third party proprietary, personal or publicity right including privacy right; (iv) Customer including its personnel will at all times comply with all applicable laws and documentations in their use of the Licensed Work; (v) only Customer including its authorized personnel, may use the Licensed Work; and (vi) the Customer Materials do not and will not contain obscene, libelous or defamatory material, any computer virus, Trojan horse, spyware, or other contaminating, malicious, or destructive feature or content.|
|6.3||Customer Restrictions. Customer agrees not to challenge, directly or indirectly, any right or interest of Jumio in the Services or Licensed Work nor the validity or enforceability of Jumio’s rights under applicable law. Customer agrees not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect Jumio’s rights or interest in the Services or Licensed Work in any jurisdiction.|
|6.4||Cooperation. Customer agrees to provide Jumio with such cooperation, materials, information, access and support which Jumio deems to be reasonably required to allow Jumio to successfully perform under this Agreement.|
7. TRIAL PERIOD.
|7.1||The right granted hereunder shall remain in full force and effect for a maximum of fourteen (14) days (or as otherwise agreed in writing) commencing upon the date of the first Transaction (the “Trial Period”).|
|7.2||Sections 1, 2.2, 2.3, 3, 4, 5, 6.1, 6.2 and 7.2 of these Terms and Conditions will survive any termination or expiration of the Trial Period.|
EXHIBIT A – PRODUCTS
Jumio’s authentication product which can be used to authenticate a previously enrolled User by comparing biometric face identities captured using a proprietary process. A User can be authenticated for an unlimited number of times during the applicable Term.
Jumio’s proprietary software application that leverages Jumio’s credit card and document scanning technology to assist in mobile transaction completion or checkouts. The BAM Checkout Service is divided geographically as follows:
BAM Checkout, for Users with US government-issued driver’s licenses or identification cards or Users with Canadian government-issued driver’s licenses, includes the ability to scan the bar code on a government-issued driver’s license or identification cards to populate checkout forms or any other applicable forms, using embossed credit or debit cards, or government-issued driver’s license information.
For Users who have a non-US or non-Canadian government-issued driver’s license or identification card, BAM Checkout only allows for the scan of the User’s credit card.
Jumio’s process for using commercially reasonable efforts to extract certain data fields from specific document types including utility bills and bank statements.
Jumio’s data extraction capabilities wrapped into a standalone product that populates forms or individual data fields by extracting the necessary information from personal identification documents (without verification of said document) for the purpose of reducing User keystrokes.
Jumio’s proprietary personal identification document capture and verification software application, comprising computer vision and analytics, and/or manual verification by ID experts using a proprietary software application. ID Verification enables real-time ID scanning and verification on websites and mobile applications helping to reduce risk and minimize fraud for online transactions.
Where specified in the Sales Order, ID Verification may include:
Identity Verification – a feature of ID Verification that determines whether the person on an identification document is the person presenting that document in a transaction.
Screening – data provided via Jumio’s ID Verification process is used to determine whether an individual may or may not be listed on an Enhanced Sanctions, Politically Exposed Persons or Adverse Media database. Jumio will advise if there is a potential match based on name and date of birth. In the event there is a potential match, a data set containing the potential match(es) will be provided to the Customer for further review and analysis.
Free Trial Agreement. Vers. 1. 10 May 2019