<p class="siteusetext" >These Service Terms and Conditions ("Agreement") constitute a contract between SUREPASSID CORP with offices at 360 Central Ave, Suite 800, Saint Petersbug, FL 33706 ("SurePassID"). SurePassID offers to provide products and services and you have the right to access the products and services pursuant to the terms of this Agreement, a subscription service. This Agreement includes and incorporates the Purchase Requests with which you purchased the Services and any subsequent Purchase Requestss (submitted in written or electronic form). By accessing or using the Services, you the Customer 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 and are agreeing to this Agreement 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. </p>
<p class="siteusesmallheadertext">DEFINITIONS</p>

<p class="siteusetext" >"Customer" means the customer that has signed up for the Services and agreed to the terms of this Agreement.</p>
<p class="siteusetext" >"Documentation" means guides, instructions, policies and reference materials provided to Customer by SurePassID in connection with the Services, including the documentation located at SurePassID Admin Portal, which SurePassID may amend from time to time.</p>
<p class="siteusetext" >"SurePassID Admin Portal" means the web portal currently accessible at https://cloud.surepassid.com, https://cloud2.surepassid.com, https://sandbox.surepassid.com, other SurePassID hosted installation, or on-premesis installation which allows Customer's internally appointed administrator(s) of the Services to, among other options, enroll and activate Users, activate Hard Token, activate Soft Tokens, manage system settings, and manage mobile devices (as applicable to the Services set forth on the applicable Purchase Requests).</p>
<p class="siteusetext" >"SurePassID Mobile Software" means all SurePassID proprietary mobile applications used in providing the Services, and any updates, fixes or patches developed from time to time.</p>
<p class="siteusetext" >"Free Services" means those aspects of the Services that are free and do not require payment, such as beta features or functionality or, in the case of a free trial, the Services themselves.</p>
<p class="siteusetext" >"Hardware Tokens" means hardware security tokens suhc as FOB's, Display Cards, etc. purchased by Customer under a Purchase Request.</p>
<p class="siteusetext" >"Intellectual Property Rights" means all patents, registered designs, unregistered designs, design rights, utility models, semiconductor topography rights, database rights, copyright and other similar statutory rights, trade mark, service mark and any know how relating to algorithms, drawings, tests, reports and procedures, models, manuals, formulae, methods, processes and the like (including applications for any of the preceding rights) or any other intellectual or industrial property rights of whatever nature in each case in any part of the world and whether or not registered or registerable, for the full period and all extensions and renewals where applicable.</p>
<p class="siteusetext" >"Materials" means all materials provided on this Web Site, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services.</p>
<p class="siteusetext" >"Purchase Requests" means the invoice or other forms from SurePassID for the initial order for the Service, and any subsequent invoice or other forms from SurePassID (submitted in written form or online), specifying, among other things, the maximum number of Users, initial Term, purchase of any Hardware Tokens, costs, professional service fees, and such other charges and terms as agreed between the parties.</p>
<p class="siteusetext" >"Performance, System and Operational Data" means any and all data relating to the access or use of the Software, Services by or on behalf of Customer or any User, including without limitation any performance, analytics or statistical data, Service Level Agreement data, trouble ticket information, tracking data and problem resolution data that SurePassID may collect from time to time.</p>
<p class="siteusetext" >"Services" means the products and services that are ordered by or made available to Customer under a free trial or an Purchase Requests, including, where applicable, the Software, Hardware Tokens and services using only the SurePassID Mobile Software, and made available online by SurePassID, including associated offline components, as described in the Documentation.</p>
<p class="siteusetext" >"Software" means (i) SurePassID proprietary software (including the SurePassID Mobile Software), and (ii) open source software used by SurePassID in providing the Services which integrates with Customer's network or application, including SSL or other VPN, Unix operating system, Microsoft applications and systems, or web application, as provided in the Documentation and any updates, fixes or patches developed from time to time.</p>
<p class="siteusetext" >"Third Party Providers" means third party manufacturers, authors, developers and vendors.</p>
<p class="siteusetext" >"Term" means the subscription term indicated on the Purchase Requests and any subsequent renewal terms.</p>
<p class="siteusetext" >"User" means any user of the Services whom Customer may authorize to enroll to use the Services under the terms of this Agreement.</p>

<p class="siteusesmallheadertext">1. GENERAL USE PROVISIONS</p>
<p class="siteusetext">
Materials are provided either by SurePassID Corp. or Third Party Providers and are the copyrighted work of SurePassID Corp. and/or its Third Party Providers. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of SurePassID Corp. Also, you may not "mirror" any Materials contained on this Web Site on any other server without SurePassID Corp's prior express written permission.
Except where expressly provided otherwise by SurePassID, nothing on this Web Site shall be construed to confer any license offer for license or sale under any of SurePassID Corp's or any Third Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the "Legal Contact Information" below if you have any questions about obtaining such licenses. Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by SurePassID Corp. and as such, SurePassID Corp. makes no warranty with respect to its contents. SurePassID Corp. does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by SurePassID Corp.
SurePassID hereby grants you permission to display, copy, distribute and download SurePassID's Materials on this Web Site provided that: (1) both the copyright notice identified below and this permission notice appear in the Materials; (2) the use of such Materials is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer, broadcast in any media, or used for commercial gain; and (3) the Materials are not modified in any way. This permission terminates automatically without notice if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded or printed Materials.
Any unauthorized use of any Materials contained on this Web Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
</p>

<p class="siteusesmallheadertext">2. RELEASE FROM LIABILITY</p>
<p class="siteusetext">SurePassID Corp. is endeavoured to make available precise and up-to-date information about all products and services. Yet, it is not possible to guarantee that the content and operations of this website or references mentioned herein are accessible, precise, updated or complete. 
The mere reference to a link does not guarantee accessibility or unlimited usability of the content referred to.
If you use the information, references, software, and services included in this website, you do it exclusively at your own risk. We assume no liability whatsoever for any kind of loss or damage (especially lost profit, loss of data, or loss of production), which is caused by the use of the information, services or references in this website or by inaccessibility to the same, except in cases where SurePassID Corp. causes it by gross negligence or intentionally, and in the case of liability required by law. Any messages and data which you send via Internet to the e-mail addresses stated in this website are not treated confidentially. 
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<p class="siteusesmallheadertext">3. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP</p>
<p class="siteusetext">Except as expressly set forth herein, SurePassID 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 SurePassID. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. As between the parties, SurePassID owns all Performance, System and Operational Data. 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.</p>

<p class="siteusesmallheadertext">4. USE RESTRICTIONS
<p class="siteusetext">4.1 Customer will not, and will not permit any Users nor any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Software, Hardware Tokens or any data related to the Services (except to the extent such prohibition is contrary to data protection and privacy laws, rules and regulations and any other applicable laws, rules and regulations that cannot be excluded by the agreement of the parties); modify, translate, or create derivative works based on the Services or Software; share, rent, lease, loan, resell, sublicense, distribute, use or otherwise transfer the Services or Software for timesharing or service bureau purposes or for any purpose other than its own use, except as expressly provided in an applicable Purchase Requests; or use the Services or Software other than in accordance with this Agreement and in compliance with any other applicable laws, rules and regulations.</p>
<p class="siteusetext">4.2 Except as expressly set forth herein, SurePassID 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 SurePassID. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. As between the parties, SurePassID owns all Performance, System and Operational Data. 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.</p>

<p class="siteusesmallheadertext">5. WARRANTIES AND DISCLAIMER OF ADDITIONAL WARRANTIES</p>
<p class="siteusetext">5.1 For Customers enrolled in Services requiring purchase, SUREPASSID CORP represents and warrants that it will not knowingly include, in the Services released to Users and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as viruses, 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, SUREPASSID CORP fails to comply with the warranty in this Section 5.1, Customer may promptly notify SUREPASSID CORP in writing of any such noncompliance. SUREPASSID CORP 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 correction plan is not established during such period, Customer may terminate this Agreement and receive a refund of any pre-paid but unearned subscription fees, prorated on a monthly basis, as its sole and exclusive remedy for such noncompliance. This provision does not apply to Customer's use of Free Services.</li>
<p class="siteusetext">5.2 For Customers that have purchased Hardware Tokens as part of the Services, SUREPASSID CORP warrants to Customer only that Hardware Tokens will be free of hidden defects in material and workmanship at the time of sale and for a period of one (1) year thereafter. This warranty is limited to replacement of defective Hardware Tokens. This Hardware Token warranty is Customer's exclusive remedy for defective Hardware Tokens.</li>

<p class="siteusesmallheadertext">6. LIMITATION OF LIABILITY</p>
<p class="siteusetext">6.1 NOTHING IN THIS AGREEMENT (OR ANY ORDER FORM) SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ITS INDEMNIFICATION OBLIGATIONS; (IV) BREACH OF SECTION 3 "INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP" OR SECTION 4 "RESTRICTIONS," OR (V) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.</p>
<p class="siteusetext">6.2 SUBJECT TO SECTION 6.1, IN NO EVENT WILL EITHER PARTY OR THEIR SUPPLIERS BE LIABLE TO THE OTHER PARTY (OR ANY PERSON CLAIMING THROUGH SUCH PARTY) 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, (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.</p>
<p class="siteusetext">6.3 SUBJECT TO SECTION 6.1, THE MAXIMUM LIABILITY OF EITHER PARTY OR THEIR SUPPLIERS FOR ANY AND ALL CLAIMS UNDER AN APPLICABLE ORDER FORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID OR TO BE PAID TO SUREPASSID CORP SECURITY UNDER SUCH ORDER FORM DURING THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT SUCH CLAIM IS FIRST ASSERTED. THE FOREGOING LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.</p>

<p class="siteusesmallheadertext">7. LINKS TO THRID PARTY WEB SITES AND SERVICES</p>
<p class="siteusetext">
This Web site may contain links to web sites and services controlled by parties other than SurePassID. SurePassID is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or services. SurePassID is providing these links and services as a convenience, and the inclusion of any link or services does not imply endorsement by SurePassID of the linked web site. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of a destructive nature.
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