Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered by and between Customer and IDScan.net, Inc. (“IDScan.net”) and governs Customer’s access to and use of the Services.

This Agreement consists of and incorporates by reference: 

1. This enterprise Master Services Agreement, which sets forth the general terms and conditions applicable to all services provided by IDScan.net;
2. The Data Processing Addendum (“DPA”), which applies solely to the extent IDScan.net processes Personal Data on Customer’s behalf in connection with the Services;
3. Each product-specific addendum as applicable to the Services, activated, or used by Customer (each, a “Product Addendum”), including, as applicable:

• The VeriScan Product Addendum
• The DIVE Product Addendum
• The ParseLink Product Addendum

4. The Documentation, as defined below; and
5. The Order Form(s), if any.

In the event of a conflict, the following order of precedence applies: (1) the applicable Product Addendum, (2) the DPA with respect to data protection and privacy matters only, (3) this Master Services Agreement; and (4) the Documentation.

By accepting this Agreement or accessing or using the Services, Customer agrees to be bound by all terms, including the DPA and each applicable Product Addendum. This Agreement is effective as of the date Customer first accepts this Agreement or first accesses or uses the Services, whichever occurs first (“Effective Date”). 

Section 1 : Definitions

• “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services and the IDScan.net Portal.
• “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.
• “Authorized Users” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.
• “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).
• “Customer Data” means any data, information, or content submitted, uploaded, or otherwise made available by or on behalf of Customer to the Services, including data relating to Customer’s clients, end users, or other individuals, such as images or information from government-issued identification documents, for the purpose of verification, analysis, or processing through the Services.
• “Documentation” means any manuals, instructions, or other documents or materials that the IDScan.net provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
• “Harmful Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• “IDScan.net Portal” means the IDScan.net online platform or web-based interface made available to Customer, through which Customer and its Authorized Users may access and manage the Services, including without limitation managing subscriptions, user accounts and permissions, administrative settings, configurations, usage information, billing-related information, and other account-level features.
• “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. 
• “Personal Data” has the meaning in the DPA.
• “Services” means IDScan.net’s identity verification products, including software and services for identity verification, age verification, fraud prevention, document scanning, and related analytics, including IDScan.net’s website and webstore (IDScan.net and associated websites), software products (VeriScan, DIVE, and others), and communications with Customer and/or any Authorized Users, including emails and customer support requests, that are ordered and purchased by Customer or otherwise provided by IDScan.net to Customer. 
• “Term” means the period beginning on the Effective Date and continuing until this Agreement is terminated in accordance with its terms.

Section 2 : Services

1. Limited License. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, IDScan.net grants to Customer a limited, non-exclusive, non-transferable right to access and use: (a) the Services during the Term, in accordance with the terms and conditions herein and any applicable Product Addendum for the devices and number of Authorized Users as indicated by Customer via the IDScan.net Portal, and (b) the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services. The Services are licensed, not sold. This license is personal to Customer and cannot be shared with any Affiliates without IDScan.net’s prior approval. IDScan.net owns and reserves all right, title, and interest in and the Services, including all information, text, data, files, code, designs, and features of the Services and any trademarks, logos, trade names, trade dress, service marks, and trade identities of IDScan.net, and other forms of intellectual property contained in the Services. 
2. Third-Party Services. The Services may allow Customer to access (paid or unpaid), use, or otherwise interact with content, software, features, products, platforms, offerings, and services operated or provided by companies or entities other than IDScan.net (“Third-Party Services”), excluding Third-Party Materials incorporated into the Services. If Customer chooses to access, use, transact with, or otherwise interact with any Third-Party Services, Customer does so at its own risk, and Customer acknowledges that by using the Services, Customer is directing the applicable company or entity to make Third-Party Services available to Customer. Customer is solely responsible for its dealings with third parties. Customer acknowledges and agrees that when accessing, using, or interacting with Third-Party Services using the Services, the applicable terms of this Agreement and any applicable usage terms including, without limitation, the privacy policy(ies), if any, associated with the Third-Party Services will govern Customer’s use of that Third-Party Service. IDScan.net does not endorse any Third-Party Services that are compatible with, or made available or marketed on or through, the Services. Customer represents and warrants that Customer will not use any Third-Party Services in any manner that infringes upon the intellectual property rights of IDScan.net or any third party or otherwise use or appropriate any third party’s intellectual property without the express written authorization of the owner. IDScan.net does not license any intellectual property to Customer as part of any Third-Party Services, and IDScan.net is not responsible or liable to Customer, its Affiliates, or others for any information, content, materials, or services provided by any Third-Party Services or for the results obtained from using them.
3. Feedback. Customer grants to IDScan.net and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or any Authorized Users relating to the operation of the Services.
4. IDScan.net Responsibilities. IDScan.net will: (a) make the Services available to Customer pursuant to this Agreement and each applicable Product Addendum; (b) provide applicable standard support for the Services to Customer; (c) use commercially reasonable efforts to make the online Services continuously available, except for any planned downtime and any unavailability caused by circumstances outside IDScan.net’s control; and (d) provide the Services in accordance with applicable Law, subject to Customer’s and its Authorized Users’ use of the Services in accordance with the terms of this Agreement, the DPA, and each applicable Product Addendum. Except as otherwise expressly provided in this Agreement, IDScan.net retains sole control over the operation, provision, maintenance, and management of the Services.
5. Accounts and IDScan.net Portal Access. Some elements of the Services may require Customer to register and maintain an account, which may require the provision of certain registration information (including contact information, login credentials, or other information as specified by IDScan.net from time to time). Customer is responsible for ensuring that all account information is accurate, current, and complete, for maintaining the confidentiality and security of all Access Credentials and for all access to and use of the Services. Customer is responsible for ensuring Authorized Users comply with these terms, maintain the security of Access Credentials, and all activities within Customer’s account. Customer may not sell, transfer, or share any Access Credentials and shall promptly notify IDScan.net of any suspected unauthorized access. 
6. Subscriptions. Some elements of the Services may require the purchase of a subscription. Subscriptions to the Service will automatically renew, unless and until Customer cancels such subscription through the IDScan.net Portal at least thirty (30) days prior to the expiration of the then-current Term. CUSTOMER MAY TERMINATE SUBSCRIPTIONS TO THE SERVICES AT ANY TIME, BUT IDSCAN.NET WILL NOT REFUND ANY PRE-PAID FEES. Cancellation will take effect the day after the last day of the then-current Term. Other terms as set forth in the applicable Product Addendum may apply. 
7. Changes. IDScan.net reserves the right, in its sole discretion, to make any changes to the Services (including the IDScan.net Portal) that it deems necessary or useful to maintain or enhance the quality, performance, or delivery of the Services or to comply with applicable Law. 
8. Personnel and Subcontractors. IDScan.net will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with IDScan.net’s obligations under this Agreement.  IDScan.net may from time to time in its sole discretion engage third parties to perform services on its behalf (each, a “Subcontractor“). To the extent a Subcontractor has access to Personal Data on behalf of Customer, IDScan.net will bind such Subcontractor to data protection obligations consistent with the DPA.
9. Suspension or Termination of Services. IDScan.net may, directly or indirectly, suspend, terminate, or otherwise deny Customer’s or any Authorized Users’ access to or use of all or any part of the Services without incurring any resulting obligation or liability, if: (a) IDScan.net receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires IDScan.net to do so; or (b) IDScan.net believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; (iii) IDScan.net determines, in its sole discretion, that access to the Services by Customer or any Authorized User poses a threat or risk to IDScan.net or any other customer of IDScan.net, or (iv) this Agreement expires or is terminated. This Section does not limit any of IDScan.net’s other rights or remedies, whether at law, in equity, or under this Agreement.

Section 3 : Usage Limitation & Restrictions

2. Usage Limits. The Services may be subject to certain usage limits specified in Customer’s plan or subscription at the time of purchase (or as may be later upgraded or downgraded by Customer) as set forth in the Product Addendum or otherwise as set forth in the IDScan.net Portal. If Customer exceeds Customer’s usage limit of the Services, IDScan.net may work with Customer to assist Customer in reducing its usage to conform to Customer’s limit or, if Customer is unable or willing to abide by such usage limit, Customer shall be responsible for the pro-rata share of increased Fees for such increased usage limits. Customer will promptly pay any Fees for excess usage in accordance with the terms of this Agreement.  
3. Use Restrictions. Customer shall not, and shall not permit anyone to, access or use the Services or IDScan.net Portal except as expressly permitted by this Agreement and, in the case of Third-Party Services, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, and shall not permit any third party to:
   1. copy, modify, or create derivative works or improvements of the Services;
   2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to Customer’s Affiliates or any third parties, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
   4. bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid Access Credentials;
   5. input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
   6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or IDScan.net’s provision of services to any third party, in whole or in part;
   7. remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;
   8. access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other IDScan.net customer), or that violates any applicable Law;
   9. access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product, training any algorithms, models, or artificial intelligence, or any other purpose that is to the IDScan.net’s detriment or commercial disadvantage;
   10. access or use the Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
   11. otherwise access or use the Services beyond the scope of the authorization granted under this this Agreement and each Product Addendum, as applicable. 

Customer shall promptly notify IDScan.net in the event of a breach of any of the foregoing use restrictions.

Section 4 : Data Processing

1. Data Processing Addendum. To the extent IDScan.net processes Personal Data on Customer’s behalf in connection with the Services, the parties will comply with the terms of the DPA.
2. Training. To the extent permitted by applicable Law, IDScan.net may use Customer Data provided by or on behalf of Customer and/or its Authorized Users to provide, deliver, maintain, develop, train, and improve the Services, including IDScan.net’s artificial intelligence systems. 
3. IDScan.net Security Measures. IDScan.net will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. IDScan.net may update such safeguards from time to time to reflect evolving security standards, industry practices, and threats.
4. Customer Security Obligations. Customer is responsible for implementing and maintaining appropriate technical and organizational measures to protect Customer Data prior to its transmission to the Services and while under Customer’s control, including securing Customer’s systems, credentials, access keys, and any integrations or applications used in connection with the Services. Customer will promptly notify IDScan.net of any unauthorized access to or use of Customer’s account or credentials.
5. Customer Obligations. Customer represents and warrants that it has obtained all rights, permissions, and consents required to provide Customer Data to IDScan.net and to permit IDScan.net to process Customer Data in accordance with this Agreement and the applicable Product Addenda. Customer is responsible for the accuracy, quality, and legality of Customer Data and for ensuring that its use of the Services complies with applicable law. Customer will not provide Customer Data in violation of this Agreement or applicable law.
6. Backups and Data Availability. Customer is solely responsible for maintaining its own backups of Customer Data. During the Term and for a period of up to thirty (30) days following termination or expiration of this Agreement, IDScan.net will make Customer Data available to Customer through the IDScan.net Portal for export using IDScan.net’s standard export functionality. After such 30-day period, IDScan.net will have no obligation to retain, restore, or provide access to Customer Data, except as required by applicable law or as set forth in the DPA.

Section 5 : Fees & Payment

1. Fees. Customer shall pay IDScan.net the fees set forth in the applicable Product Addendum or as otherwise set forth in Customer’s account in the IDScan.net Portal (the “Fees“) in accordance with the terms of this Agreement. Customer will pay all Fees specified in the Product Addendum, as applicable. Except as otherwise specified herein or in a Product Addendum, (i) Fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, except as required by Law, and (iii) Services purchased cannot be decreased during the relevant subscription term. 
2. Invoicing; Payment. Customer will provide IDScan.net with valid and updated credit card information in Customer’s account in the IDScan.net Portal, and Customer authorizes IDScan.net to charge such credit card for the Services purchased by Customer for the Fees set forth in the applicable Product Addendum during the Term (and any renewal thereof, unless canceled). Charges will be made in advance, annually or in accordance with any other billing frequency in the applicable Product Addendum. Customer is responsible for providing complete and accurate billing and contact information to IDScan.net and notifying IDScan.net of any changes to such information. Alternative, IDScan.net may allow customer to pay by invoice.
3. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on IDScan.net’s income. 
4. Late Payment. Any Fees payable by Customer to IDScan.net which is past due will be subject to a late payment charge equal to one percent (1%) per month on any past due amounts until paid in full, or at the maximum permitted by law. If Customer fails to timely pay the Fees, Customer’s access to the Services may be suspended or terminated.
5. Payment Disputes. To dispute any Fees, Customer must notify IDScan.net in writing within sixty (60) days of Customer incurring such Fees. Thereafter, the parties will cooperate in good faith to resolve any disputes for a period of no less than sixty (60) days. IDScan.net will not exercise its rights under the “Late Payment” Section above if Customer is disputing the applicable Fees reasonable and in good faith, provided Customer is cooperating diligently to resolve the dispute. 
6. Fee Increases. IDScan.net may increase Fees during the Term by providing written notice to Customer at least sixty (60) calendar days prior to the commencement of the then-current Term. 

Section 6 : Confidentiality

1. Confidential Information. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing.
2. Protection and Use. The Receiving Party will use the Disclosing Party’s Confidential Information solely to perform under this Agreement and will protect such Confidential Information using reasonable care, but no less than the degree of care it uses to protect its own confidential information of a similar nature.
3. Exclusions. The obligations for Confidential Information do not apply to information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is disclosed by IDScan.net to a third party at the direction of Customer.
4. Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party may also disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonably cooperates with efforts to limit the scope of such disclosure.

Section 7 : Representations & Warranties

1. Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the power and authority to enter into this Agreement; and (c) the acceptance of this Agreement has been duly authorized and constitutes a valid and binding obligation of such party.
2. IDScan.net Warranties. IDScan.net further warrants that the Services will materially conform to the applicable Documentation during the Term. 
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS,” AND IDSCAN.NET DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND IDSCAN.NET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

Section 8 : Indemnification

To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify and hold harmless the IDScan.net and its respective officers, directors, managers, employees, agents, or licensors from and against any and all third-party claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with: (a) Customer’s or any Authorized Users’ breach or alleged breach of this Agreement; (b) any Customer Data provided by Customer and/or collected on behalf of Customer by IDScan.net; (c) Customer’s or any Authorized Users’ use or misuse of the Services; and/or (d) Customer’s or any Authorized Users’ acts or omissions. IDScan.net reserves the right to assume, at its own expense, the exclusive defense and control of any matter subject to indemnification by Customer, and in such case Customer agrees to cooperate with IDScan.net’s defense of any claim.

Section 9 : Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IDSCAN.NET OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDSCAN.NET’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES FOR EACH PRODUCT ADDENDUM,  WILL NOT EXCEED THE TOTAL FEES PAID TO AND RECEIVED BY IDSCAN.NET FROM CUSTOMER FOR THE APPLICABLE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, LIABILITIES ARISING FROM OR RELATING TO ONE PRODUCT ADDENDUM WILL NOT BE AGGREGATED WITH LIABILITIES ARISING FROM OR RELATING TO ANY OTHER PRODUCT ADDENDUM.

Section 10 : Term & Termination

1. Term. The Term of this Agreement commences as of the Effective Date and continues until Customer’s access or subscription to the Services have expired or been terminated in accordance with the terms of this Agreement. For clarity, the Term shall continue for one (1) year, and thereafter automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term, unless otherwise set forth in the applicable Product Addendum.
2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
   • IDScan.net may modify, suspend, discontinue, substitute, remove, replace or limit Customer’s access to any aspect of the Services at any time to the fullest extent under applicable Law;
   • IDScan.net may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after IDScan.net’s delivery of written notice thereof; or (ii) breaches any of its obligations hereunder;
   • either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
   • either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditor.
3. Refund or Payment upon Termination. If this Agreement is terminated by Customer due to IDScan.net’s material uncured breach, IDScan.net will refund Customer any prepaid, unearned Fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by IDScan.net, Customer will pay any unpaid Fees covering the remainder of the Term to the extent permitted by applicable Law. In no event will termination relieve Customer of its obligation to pay any Fees payable to IDScan.net for the period prior to the effective date of termination.
4. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
   • all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate, and IDScan.net may disable all Customer and Authorized User access to the Services;
   • Customer shall immediately cease all use of any Services and (i) promptly return to IDScan.net, or at IDScan.net’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any of IDScan.net’s Confidential Information; and (ii) permanently erase all of IDScan.net’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to IDScan.net in writing that it has complied with the requirements of this Section; and
   • notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) IDScan.net may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iii) all information and materials described in this Section will remain subject to all confidentiality, security, and other applicable requirements of this Agreement.
5. Surviving Terms. All Sections that by their nature apply after this Agreement ends will survive any termination or cancellation of this Agreement.

Section 11 : Resolving Disputes; Agreement to Arbitrate; Class Action and Jury Waiver

In the event of any dispute arising out of or relating to this Agreement or any Product Addendum, the parties shall first attempt to resolve the matter through the following procedure:

1. Mediation. Each party shall designate up to two executives to engage in good-faith negotiations. These individuals shall meet as needed to exchange relevant information and attempt to resolve the dispute. All communications during this process shall be treated as confidential settlement discussions and shall be inadmissible in any subsequent legal or arbitration proceedings.
2. Arbitration. If the dispute is not resolved within thirty (30) days of initiating mediation, or if earlier arbitration is required to prevent the running of a statute of limitations or to obtain interim relief, either party may submit the dispute to binding arbitration. Arbitration shall be conducted in the City of New York, State of New York before a single arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). The arbitrator must be a licensed attorney and may not award punitive, exemplary, or multiplied damages. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction. Each party will bear its own costs and fees, and the parties will share the arbitrator’s fees equally, unless the arbitrator awards fees and costs to the prevailing party. Additionally, nothing in this section shall restrict IDScan.net from filing any lawsuit or seeking injunctive relief in a court of competent jurisdiction for any claims of intellectual property infringement by Customer. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby.
3. Equitable Relief. Customer’s rights and remedies shall be limited to the right, if any, to recover damages in an action at law, and in event (except as expressly stated herein) shall Customer be entitled to enjoin, restrain, or seek to enjoin or restrain, the Services. Notwithstanding the foregoing, each party agrees that the wrongful disclosure of Confidential Information of this Agreement may cause irreparable injury that is inadequately compensable in monetary damages.  Accordingly, the Disclosing Party may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Agreement in addition to any other remedies in law or equity. 

Section 12 : Miscellaneous

1. Non-Solicitation. During the Term of this Agreement, and for six (6) months following the termination or expiration of this Agreement, neither party shall hire, solicit, or encourage, nor assist a third party in hiring or soliciting, any employee of the other party learned of through this Agreement. However, public job postings (e.g., on websites, in publications, or at public job fairs) and hires resulting from unsolicited inquiries or responses to such postings shall not be considered solicitation or a breach of this Agreement.
2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
3. Public Announcements. Customer acknowledges and agrees that IDScan may, without Customer’s consent, include Customer’s name and other indicia in its lists of IDScan.net’s current or former customers of IDScan.net in promotional and marketing materials. Except as expressly stated in the foregoing sentence, neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld.
4. Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party according to its contact information provided. For notices to Customer, IDScan.net will use the then-current contact information in Customer’s account in the IDScan.net Portal. Notices to IDScan.net shall be sent to address below:

IDScan.net, Inc.

2045 Lakeshore Dr, Suite 526

New Orleans, LA 70122 

Attn: Chief Operations Officer

Email: hello@idscan.net

Notices sent in accordance with this “Notice” Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by or email; and (d) on the tenth (10) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

5. Fair Credit Reporting. Customer acknowledges that IDScan.net does not collect, assemble, or evaluate information for use in a consumer credit report as defined by the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681. Customer certifies that data retrieved or generated by IDScan.net on behalf of Customer may not be used to determine creditworthiness, eligibility for credit or insurance, eligibility for employment, or in any manner that would violate the Fair Housing Act or related fair housing laws.
6. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
7. Modification. IDScan.net may modify this Agreement from time to time by providing notice to Customer, which may be given by posting the modified Agreement on IDScan.net’s website (https://IDScan.net/) or by email to the email address associated with Customer’s account. Unless otherwise stated by IDScan.net, modifications will become effective upon Customer’s continued access to or use of the Services after the effective date of the modified Agreement. Customer may not modify this Agreement.
8. Assignment. IDScan.net may assign this Agreement, in whole or in part, at any time without notice to Customer. Customer may not assign Customer’s rights or obligations under this Agreement or transfer any rights to use the Services. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
9. Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, utility or telecommunications failures, or failures of third-party service providers. The affected party shall provide prompt notice to the other party upon the commencement of such force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
11. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. 
13. Contact Us. For any questions about this Agreement or the Services, please fill out and submit the webform available on our Contact Page.