Service Terms and Conditions

These Service Terms and Conditions (“Agreement”) constitute a contract between Authicon, a tradename represented by ActiveMindz B.V. with office at Rijssenseweg 37a, 7468 AB, Enter, The Netherlands (“Authicon”), and you. This Agreement includes and incorporates the webpage Order Form with which Customer purchased the Services and any subsequent Order Forms (submitted in written or electronic form), as well as the accompanying Terms and Conditions. By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have such authority to bind such entity to this Agreement and are agreeing to these Terms and Conditions on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these Terms and Conditions, you may not use the Services.

DEFINITIONS

“Customer” means the individual or legal entity that has signed up for the Services and agreed to the terms of this Agreement.

“Documentation” means guides, instructions, policies and reference materials provided to Customer by Authicon in connection with the Services, which may be amended from time to time.

“Integration Software” means (a) Authicon proprietary software and (b) open source software used in providing the Services which integrates with Customer’s network or application, as provided in the Documentation.

“Order Form(s)” means the invoice or other forms from Authicon for the initial order for the Service, and any subsequent invoice or other forms from Authicon (submitted in written form or online), specifying, among other things, the maximum number of authorized users, the initial subscription term, the applicable fees and such other charges and terms as agreed between the parties.

“Payment Schedule” means the schedule selected by Customer for payment of Fees (on either an order webpage or an attached Order Form), which may be either monthly by credit card or monthly, annually or multi-year and invoiced in advance, with payment due within thirty days of receipt of invoice.

“Services” means the products and services that are ordered by and/or made available to Customer under a free edition or an Order Form and made available online by Authicon, as described in the Documentation.

“Term” means the subscription term indicated on the Order Form and any subsequent renewal terms.

“User” means any user of the Services who Customer may authorize to enroll to use the Services under the terms of this Agreement.

The terms “you” or “your” refer to the individual using the Services, if an individual is using the Services, or the individual entering into this Agreement on behalf of a legal entity for such legal entity to use the Services.

SERVICES FOR CUSTOMER

Subject to full compliance with the terms and conditions of this Agreement, Authicon will provide the Services to Customer. The Services are subject to modification from time to time at Authicon’s sole discretion, for any purpose deemed appropriate by Authicon. Authicon will use reasonable efforts to give Customer prior written notice of any such modification.

Authicon will make the Services available and the Services will perform substantially in accordance with the description of the services found at https://www.authicon.com. Notwithstanding the foregoing, Authicon reserves the right to suspend Customer’s (or any of its users’) access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Authicon.

CUSTOMER RESPONSIBILITIES

Customer will cooperate with Authicon in connection with the performance of this Agreement as may be necessary, which may include making available such personnel and information as may be reasonably required to provide the Services or support.

On the Customer’s administrative interface, Customer may designate employee(s) who will be the primary contact(s) for Authicon.

RESTRICTIONS

Customer will not, and will not permit any of its users nor any third party to: reverse engineer, decompile, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Software, or any data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws and intellectual property laws).

PAID SERVICES

For Customers enrolled in one of the editions of Services requiring purchase, subject to full compliance with the terms and conditions of this Agreement, Authicon will use commercially reasonable efforts to provide support to Customer as described athttps://www.authicon.com/index/contact and at https://www.authicon.com/index/servicelevelagreement, which includes links to documentation and whitepapers, support hours of coverage, response times, support contact information and other support specifics. Only Customers who have enrolled in one of the editions of Services requiring purchase will receive support from Authicon. Certain parts of the Services or types of Services provided by Authicon are free to use and do not require payment (“Free Services”). Customers who use only Free Services will not receive any support from Authicon.

For Customers enrolled in one of the editions of Services requiring purchase, Authicon represents and warrants that it will not knowingly include, in any Authicon software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, Trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Authicon fails to comply with the warranty in this Section, Customer may promptly notify Authicon in writing of any such noncompliance. Authicon will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance. This provision does not apply to Customers who use only Free Services.

CONFIDENTIALITY

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Confidential Information” of the Disclosing Party).

The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information, (ii) to give access to such Confidential information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential information that the party takes with its own confidential or proprietary information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by its prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Authicon may collect data with respect to and report on usage and other aggregate measures of the Services’ performance.

Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, Authicon alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services and/or the Software, which are hereby assigned to Authicon. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.

PAYMENT OF FEES

Customer will pay Authicon the applicable fees as set forth on the Order Form (the “Fees”) plus all applicable sales, use and other purchase related taxes. If the method of payment is by credit card, Customer agrees to (a) keep Customer’s credit card information updated and (b) authorize Authicon to charge Customer’s credit card the Fees as and when due. Authicon will not charge users any fees for their use of the Services without Customer’s authorization. All payments will be made in accordance with the Payment Schedule.

If a Customer uses only Free Services, Authicon will not charge such Customer any Fees for use of such Free Services, installation or use of the Software associated with Free Services. Such Customer may discontinue using the Free Services at any time, but must immediately remove any Software from its devices.

Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes unless Customer has provided Authicon with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Customer on account thereof.

TERMINATION

Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Order Form.

In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business. For Customers using Free Services, Authicon may terminate this Agreement at any time with or without notice and Authicon reserves the right to disable such Customers’ access to or use of the Services at any time with or without notice for any reason or no reason.

For Customer’s enrolled in one of the editions of Services requiring purchase, Customer may terminate this Agreement upon thirty (30) days prior written notice and Authicon may terminate this Agreement upon ninety (90) days written notice to Customer.

Sections 3.2, 4, and 6 through 12 (inclusive) will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. No refund of Fees shall be due in any amount on account of termination by Authicon pursuant to Section 9.2 or by Customer pursuant to Section 9.3. When this Agreement expires or terminates, Authicon shall cease providing the Service to Customer.

WARRANTY DISCLAIMER

THE SERVICES AND AUTHICON CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. AUTHICON HEREBY DISCLAIMS FOR ITSELF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL AUTHICON BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF DUO SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THE TOTAL LIABILITY OF AUTHICON, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE FEES PAID TO AUTHICON HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Customer except with Authicon’s prior written consent. Authicon may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Authicon in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested). Authicon may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://www.authicon.com. Authicon will not be liable for any loss resulting from a cause over which it does not have direct control. If Customer is not an individual, Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Authicon. If Customer is not an individual, so long as Customer is using the Service and for thirty (30) days thereafter, Customer grants Authicon the right to identify Customer as such on Authicon’s website or other marketing or advertising materials. If Customer is not an individual, Customer grants Authicon the right to use Customer’s name and/or logo for this limited purpose.