PLEASE READ THESE TERMS OF SUBSCRIPTION SERVICES (THESE “TERMS”) CAREFULLY. THESE TERMS ARE A BINDING CONTRACT FOR THE USE OF YESHID, INC.. AND ITS AFFILIATES SERVICES (THE “SUBSCRIPTION SERVICES”). BY ACCESSING OR USING YESHID SERVICES YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT AND ITS AFFILIATES). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICES. 

THESE TERMS WERE LAST UPDATED ON OCTOBER 1, 2024. 

1. Agreement. These Terms are made by and between the party on whose behalf they are accepted (“Subscriber”) and YeshID, Inc. (“YeshID”) and are effective as of the date they are accepted by Subscriber. The complete subscription agreement including these Terms (the “Agreement”) grants Subscriber a limited subscription to use YeshID’s cloud services, hosted services, application programming interfaces, user interfaces, machine learning, neural network and artificial intelligence services, software, support services, professional services and other services as may be agreed to from time to time (the “Services”). 
2. YeshID’s Obligations.
   1. Services. YeshID will make the Services available to Subscriber according to one or more online or written ordering documents which incorporate the Agreement (each a “Service Order”). 
   2. Compliance with Laws. YeshID’s provision of the Services shall comply with applicable laws and governmental regulations.  
   3. Personnel and Performance. YeshID will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. YeshID enters into the Agreement on behalf of its Affiliates identified in the Service Order. An “Affiliate” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control (including by ownership) of fifty percent (50%) of an entity’s voting interests. 
   4. Documentation. YeshID will make available to Subscriber, including via a customer portal, documentation that describes, for each of the Services: (a) the performance, features, and functionality, including machine learning, neural network and artificial intelligence functionality (the “AI Models”), of the Services; (b) the Services’ administrative, physical, and technical safeguards for protection of the security and integrity of the Services (the “Security Measures”); (c) service level agreements (each an “SLA”) applicable to the Services; (d) certifications and compliance programs applicable to the Services; (e) any terms provided in connection with non-YeshID technology or services incorporated into the Services; or (f) any distributed software (collectively and/or separately the “Documentation”). 
   5. Security Measures. YeshID will maintain the Security Measures consistent with industry standard practices and as described in the Documentation. YeshID will process, transmit, and store the data and information provided to the Services by or on behalf of Subscriber (“Subscriber Data”) only according to the Agreement and the Documentation. The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses (“Malicious Code”).
   6. AI Models. YeshID will operate the AI Models and the AI Models will generate content (“Generated Content”) consistent with applicable law, industry practices, and the Documentation.
   7. Data Processing. If, in providing the Services to Subscriber, YeshID processes personal data of the Subscriber that is subject to applicable laws, statutes and regulations governing the collection, use disclosure or storage of personal data, YeshID will process such personal data in accordance with this Agreement and with Data Processing Terms agreed between the Parties. 
3. Subscriber’s Obligations. 
   1. Subscriber Data. As between YeshID and Subscriber, Subscriber is solely responsible for Subscriber Data, the provision of Subscriber Data to the Services according to the Agreement, and Subscriber’s use of Generated Content. 
   2. Personnel and Performance. Subscriber shall be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.
   3. Third-Party Services. Subscriber may choose to use services not provided by YeshID (“Third- Party Services”) with the Services, and in doing so grants YeshID permission to interoperate with the Third-Party Services as directed by Subscriber or the Third-Party Services. Unless specified in a Service Order: (a) YeshID does not warrant or support Third-Party Services; (b) as between YeshID and Subscriber, Subscriber assumes all responsibility for the Third-Party Services and any disclosure, modification or deletion of Subscriber Data by the Third-Party Services; and (c) YeshID shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to, any unavailability of the Third-Party Services or any change in the ability of YeshID to interoperate with the Third-Party Services.  
   4. Responsibilities. Subscriber: (a) shall use the Services according to the Documentation; (b) except as provided in the Documentation, shall not make the Services available to, or use the Services for the benefit of, anyone other than Subscriber’s own personnel or end users (including Subscriber’s Affiliates where applicable); (c) except as provided in the Documentation, shall not sell, resell, license, sublicense, distribute, redistribute, rent, lease or otherwise transfer the Services; (d) shall procure and maintain all necessary consents to provide the Subscriber Data and use the Generated Content outside the Services; (e) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (f) shall promptly notify YeshID of any unauthorized access or use of the Services; (g) shall not use the Services to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and/or governmental regulations; (h) shall not use the Services to store, transmit or display Malicious Code; (i) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein; (j) shall not attempt to gain unauthorized access to any of YeshID’s systems, code or networks; (k) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage restriction or limit; (l) shall not copy the Services or any part, feature, function, or user interface thereof; (m) shall not access the Services or use the Documentation to develop or offer a competitive product or service; (n) shall not reverse engineer the Services (to the extent a restriction on reverse engineering is permitted by applicable law) and (o) upon the termination of an applicable Service Order immediately cease use of the Services and remove or delete any YeshID software from any Subscriber environment into which it has been installed.
4. Term and Termination. 
   1. Term. This Agreement is effective during the term of any Service Order that incorporates it. The term of a Service Order shall be specified in the Service Order. 
   2. Termination for Cause. Subscriber or YeshID may terminate the entire Agreement and all existing Service Orders for cause upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period. 
   3. Effect of Termination. Upon termination or expiration of the Agreement, (a) all rights granted to Subscriber under the Agreement will terminate; (b) Fees will be addressed as set forth in Section 6.5 (Refund or Payment upon Termination); and (c) Subscriber Data will be made available pursuant to the Documentation.  
   4. Survival. Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 3.4(l), (m), (n), and (o) (Subscriber’s Obligations), Section 6.1 (Fees), Section 6.5 (Refund or Payment upon Termination), Section 7 (Confidentiality), Section 8 (Licenses and Proprietary Rights), Section 12 (Limitation of Liability), Section 13 (Exclusion of Consequential and Related Damages), Section 15 (Indemnification) and Section 22 (Authorized Reseller). 
5. Beta Services. From time to time, YeshID may offer services identified as ‘beta’, ‘pilot’, ‘developer preview’, ‘evaluation’ or by a description of similar import (“Beta Services”). Subscriber may accept or decline Beta Services in its discretion. If accepted, Beta Services are provided only for evaluation purposes. YeshID may discontinue Beta Services at any time in its sole discretion. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING IMPLIED WARRANTIES. YESHID DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE AND ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST. 
6. Fees and Payment. 
   1. Fees. Subscriber will pay all fees specified in the Service Order(s) (“Fees”) and provide accurate and updated billing contact information. Fees in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Subscriber’s payments of Fees are neither contingent on the delivery of any future functionality or features, nor dependent on statements not set forth in the Agreement. 
   2. Invoicing Terms.  Except as otherwise expressly provided in this Agreement or in a Service Order, all Fees will be billed annually in advance and are nonrefundable. Invoices are due net 30 days from the invoice date except as otherwise expressly provided in a Service Order. If any invoiced amount is not received by YeshID by the due date, then without limiting YeshID’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, or (b) YeshID may condition future subscription renewals and Service Orders on shorter payment terms. YeshID shall be entitled to its reasonable attorneys fees, costs and expenses  incurred in collecting  unpaid Fees.   
   3. Suspension of Service and Acceleration. If any amount owing by Subscriber is 30 or more days overdue, YeshID may, without limiting any rights and remedies, suspend the provision of Services to Subscriber and accelerate Subscriber’s unpaid fee obligations to become immediately due and payable until the overdue amounts are paid in full. YeshID will give Subscriber at least 10 days’ prior notice that its account is overdue, in accordance with Section 17 (Manner of Giving Notice), before suspending services to Subscriber. 
   4. Payment Disputes. YeshID will not exercise any rights to suspend Services, accelerate payments, impose late charges or change payment terms under Sections 6.2 (Invoicing Terms) or 6.3 (Suspension of Service and Acceleration) with respect to an overdue amount for as long as Subscriber is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute. 
   5. Refund or Payment upon Termination. If Subscriber terminates the Agreement in accordance with Section 4.2 (Termination for Cause), YeshID will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by YeshID in accordance with Section 3.2 (Termination for Cause), Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination. 
   6. Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If YeshID is obligated by law to pay or collect Taxes for which Subscriber is responsible, YeshID will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide YeshID with any information YeshID reasonably requests to determine whether YeshID is obligated to collect Taxes. YeshID is solely responsible for taxes assessable against its income, property, and employees. If Subscriber has an obligation to withhold any amounts under any applicable law or tax regime (other than US income tax law), Subscriber will gross up the payments so that YeshID receives the amount actually specified in the applicable Service Order. 
7. Confidentiality. 
   1. Confidential Information. “Confidential Information” means all information about the relationship created by the Agreement disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Confidential Information of each party includes the terms and conditions of the Agreement and all Service Orders, including pricing, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Recipient; (b) was known to the Recipient with no obligation of confidentiality prior to disclosure by Discloser, as proven by records of Recipient; (c) is disclosed to Recipient by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Recipient as proven by records of Recipient. 
   2. Protection of Confidential Information. Except as provided in Section 7.3 (Compelled Disclosure) Recipient shall not disclose or otherwise make available any Confidential Information of the Discloser to anyone except those of its employees, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information. 
   3. Compelled Disclosure. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, then to the extent legally permitted, Recipient shall provide the Discloser with prior notice of the compelled disclosure and reasonable assistance, at Discloser’s cost, if the Discloser wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information. 
8. Licenses and Proprietary Rights. 
   1. Subscriber Data. Subscriber grants YeshID a worldwide, non-exclusive, revocable, and limited license during the term of Subscriber’s use of the Services to process, transmit, and store Subscriber Data and the Generated Content, and to interoperate with any Third-Party Services as necessary for YeshID to provide the Services in accordance with the Agreement. Subject to this limited license, YeshID acquires no right, title, or interest from Subscriber under the Agreement in or to Subscriber Data or the Generated Content.   
   2. Deliverables. YeshID grants Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes only anything developed by YeshID for Subscriber and delivered by YeshID to Subscriber in connection with support or professional services (“Deliverables”). Subject to Subscriber’s ownership of its proprietary and Confidential Information disclosed to YeshID under Section 7 (Confidentiality), YeshID shall retain all ownership rights to the Deliverables. 
   3. Proprietary Rights. Subscriber is the owner of the Subscriber Data. The Services (including improvements to the Services), the Documentation, and the Deliverables are the proprietary information of YeshID. YeshID grants Subscriber a worldwide, non-exclusive, non-transferable, royalty free permission to use the Documentation, and the software and application programming interfaces made available by YeshID to Subscriber as part of the Services, solely as necessary to make use of the Services during the term of any applicable Service Order. Subject to the limited rights expressly granted in the Agreement, YeshID and YeshID’s licensors reserve all right, title, and interest in and to the Services, the Documentation, and Deliverables, and data generated from the performance, access, usage, configuration, and deployment of the Services, including all related intellectual property rights. No rights are granted to Subscriber except as expressly set forth in the Agreement. Subject to YeshID’s ownership of the Services and Subscriber’s ownership of the Subscriber Data, YeshID disclaims ownership of Generated Content and other materials created or generated by the Services for Subscriber's use. Subscriber disclaims its confidentiality and proprietary rights in suggestions, enhancement requests, or corrections to the Services. No rights are granted to YeshID except as expressly set forth in the Agreement.    
9. Government Rights. The Services may include access to software. In such case, such software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Subscriber is an agency of, or contractor to, the US Government, it receives only those rights with respect to such software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If Subscriber is a United States government agency that has a need for rights not granted under the Agreement, it must negotiate with YeshID to determine if there are acceptable terms for granting those rights, and mutually acceptable written terms specifically granting those rights must be included in any applicable agreement.  
10. Export Compliance. The Services and the Documentation may be subject to export laws and regulations, which may include national, European or U.S. export laws and regulations (“Export Regulations”). Subscriber may not use or otherwise export or re-export the Services or the Documentation except as authorized by the Export Regulations. In particular, but without limitation, the Services and the Documentation may not be exported or re-exported (i) into any U.S. embargoed country or region, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List, Entity List or Unverified List. Each party represents and that it is not located in any such country or on any such list. 
11. Anti-corruption. Neither party has received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any of the personnel or agents of the other party in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Subscriber becomes aware of any violation of the above restriction, Subscriber will promptly notify YeshID’s legal department at support@yeshid.com. 
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE LIMITATIONS IN THIS SECTION WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT) OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION). 
13. Exclusion of Consequential and Related Damages. IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. THE LIMITATIONS IN THIS SECTION WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT).  
14. Warranties. 
    1. Services Warranty. In addition to its obligations under the Agreement, YeshID warrants that during the term of each Service Order that: (a) the Services will perform materially as set forth in the Documentation; (b) the features, functionality and performance of the Services will not be materially decreased; (c) the overall effectiveness of the Security Measures will not be decreased; (d) the use of the Services, including the software components, in accordance with the Documentation, will not impose any additional obligations on Subscriber to grant any rights to its intellectual property or to disclose or make any of its own proprietary technology available to any third party; and (e) Subscriber’s obligations will not be materially increased as a result of an update to the Documentation. Without limiting YeshID’s obligations pursuant to Section 2 (YeshID’s Obligations), Subscriber’s exclusive remedies for a breach of a warranty in this Section 14.1 (Services Warranty) shall be (i) to the extent applicable, allow YeshID to repair or replace a non-conforming software component or (ii) to exercise the express rights described in Sections 4.2 (Termination for Cause) and 6.5 (Refund or Payment upon Termination), and to the extent applicable, to claim the credits set forth in the applicable SLA. 
    2. Support and Professional Services Warranty. The support and professional services specified in the applicable Service Order will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber’s exclusive remedies for breach of the warranty in this Section 14.2 shall be either (a) re-performance of the support or professional services by YeshID; (b) to the extent applicable, to claim the credits set forth in the applicable SLA; or (c) to exercise the express rights described in Sections 4.2 (Termination for Cause) and 6.5 (Refund or Payment upon Termination). 
    3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, UNIQUENESS, ACCURACY OR RELIABILITY OF GENERATED CONTENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 
15. Indemnification. 
    1. Indemnification by YeshID. YeshID will indemnify and defend Subscriber against any and all third party claims, demands, suits or proceedings (each a “Claim Against Subscriber”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, or alleging the Services or use of the Services by Subscriber in accordance with the Agreement, infringe or misappropriate the third party’s intellectual property rights, provided Subscriber (a) promptly gives YeshID written notice of the Claim Against Subscriber; (b) gives YeshID sole control of the defense and settlement of the Claim Against Subscriber (except that YeshID may not settle any Claim Against Subscriber unless it unconditionally releases Subscriber of all liability related to the Claim Against Subscriber); and (c) gives YeshID all reasonable assistance, at YeshID’s expense. If YeshID receives information about an infringement or misappropriation claim related to the Services, YeshID may in its discretion and at no cost to Subscriber (x) modify the Service so that it no longer infringes or misappropriates, without breaching YeshID’s obligations under Section 2 (YeshID’s Obligations); (y) obtain a license for Subscriber’s continued use of that Service in accordance with the Agreement; or (z) terminate Subscriber’s subscriptions for that Service and refund Subscriber any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to a Claim Against Subscriber that results, in whole or in part, from Subscriber Data, a Third-Party Service, the use or combination of the Services with hardware, software, data, or processes not provided or specified by YeshID, if the Services or their use would not infringe third-party rights absent such combination, any intellectual property claim(s) known to Subscriber prior to its subscription to the Services, or Subscriber’s breach of the Agreement. 
    2. Indemnification by Subscriber. Subscriber will indemnify and defend YeshID against any and all third party claims, demands, suits or proceedings (each a “Claim Against YeshID”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) Subscriber Data, or (ii) Subscriber’s use of the Services in breach of the Agreement, provided YeshID (a) promptly gives Subscriber written notice of the Claim Against YeshID; (b) gives Subscriber sole control of the defense and settlement of the Claim Against YeshID (except that Subscriber may not settle any Claim Against YeshID unless it unconditionally releases YeshID of all liability related to the Claim Against YeshID); and (c) give Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply to a Claim Against YeshID that results, in whole or in part, from YeshID’s breach of the Agreement. Except with respect to a good faith dispute between Subscriber and YeshID, Subscriber will reimburse YeshID for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with Subscriber Data or Subscriber’s use of the Services. 
    3. Additional Indemnified Parties. For purposes of this Section 15, (a) a Claim Against YeshID shall include a claim against YeshID, YeshID’s Affiliates, and YeshID’s or its Affiliates’ officers, directors, and employees and (b) a Claim Against Subscriber shall include a third-party claim against Subscriber, Subscriber’s Affiliates, and Subscriber’s or its Affiliates’ officers, directors, and employees; provided no indemnified party shall be entitled to any form of equitable or implied indemnification at any time. 
    4. Exclusive Remedy. This Section 15 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 15. 
16. Assignment
    1. Either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, unless the Subscriber is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of YeshID, in which case YeshID may, but is not required to, terminate the Agreement upon written notice, and in the event of such a termination, YeshID will refund to Subscriber any prepaid fees covering the remainder of the initial term of all Service Orders. 
    2. Except as permitted in Section 16.1, neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld). 
    3. The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. 
17. Manner of Giving Notice. 
    1. Updates. All updates to the Documentation will be posted to a service portal. Updates to the Documentation will be effective upon posting or delivery; provided, these updates shall not limit the warranties made by YeshID in Section 17.1 as of the start of the term of a Service Order.  
    2. Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing. Subscriber will direct legal notices or other correspondence under this Agreement to YeshID, Inc. by email directed at support@yeshid.com. Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber shall be addressed to the relevant Services system administrator or other person designated by Subscriber in writing.  
18. Governing Law and Jurisdiction. The Subscriber’s physical address will determine (i) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and (ii) the courts that have jurisdiction over any such dispute or lawsuit, as set out in the table below. For this Agreement, ‘Subscriber Location” means the Subscriber address as provided for on its billing contact. The United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. Subscriber Location Governing Law, (without reference to conflicts of laws) and Jurisdiction North America, South America or any geographic region that does not Laws of the State of Colorado with exclusive jurisdiction and venue in the state and federal courts located in Denver, Colorado.  fall into one of the designations below Europe (including Russia but excluding England and Wales), the Middle East, Africa or Antarctica Laws of the Republic of Ireland with exclusive jurisdiction in the courts of Ireland. United Kingdom Laws of England and Wales with exclusive jurisdiction in the courts of England and Wales Australia or New Zealand Laws of the state of New South Wales, Australia Asia-Pacific Laws of Singapore 
19. Force Majeure. A Party shall not be deemed to be in default under this Agreement (other than a failure to make payments as due) as long as its failure to perform any of its obligations hereunder is occasioned solely by labor disturbance, fire, act of war, information network malfunction, government order or any other, similar cause beyond the Party’s reasonable control.  
20. Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
21. Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement.
22. Authorized Reseller. If Subscriber has validly purchased Services through a reseller authorized by YeshID (an “Authorized Reseller”) under an ordering document that binds the Subscriber to the terms of this Agreement (a “Reseller Order”), then YeshID will make the validly purchased Services specified in the Reseller Order available to Subscriber.  YeshID may share information regarding Subscriber with the Authorized Reseller when necessary for providing the Services or as needed for the Authorized Reseller to perform services for the benefit of Subscriber.  A Reseller Order shall be a Service Order for purposes of this Agreement, provided that, (a) Sections 6.1, 6.2 and 6.6 of this Agreement shall not apply; (b) YeshID will seek payment for all fees associated with Subscriber’s use of the Services from the Authorized Reseller, (c) any refunds or credits will be issued to the Authorized Reseller; (d) if any amount owing by an Authorized Reseller for Subscriber’s use of the Services is overdue, YeshID may, without limiting any rights and remedies, suspend the provision of Services to Subscriber until the overdue amounts are paid in full; (e) amounts paid by Subscriber to the Authorized Reseller for Services subscribed for by Subscriber shall be deemed to be payments made by Subscriber hereunder for purposes of Section 12 (Limitation of Liability); and (f) a Reseller Order cannot modify or take precedence over the Data Processing Terms, the Agreement, or the Documentation. ‍
23. Entire Agreement. The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the Data Processing Terms, (ii) the applicable Service Order (other than a Reseller Order), (iii) the Agreement, and (iv) the Documentation. YeshID and Subscriber each represent that it has validly entered into the Agreement and has the legal power to do so. Any term or condition stated in a Subscriber online supplier portal click-through, purchase order or other Subscriber order documents (excluding Service Orders) is void. No modification, amendment, or waiver of any provision of the Agreement will be effective unless it exists in writing and is signed by the party against whom the modification, amendment, or waiver is to be asserted. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.