YeshID TERMS AND CONDITIONS OF USE

Welcome, and thank you for your interest in YeshID Inc. (“YeshID”), and YeshID’s identity management tool and related services and software (collectively, the “Service”).  Please read these YeshID Terms and Conditions of Use (“T&Cs”) carefully. To sign-up for or purchase a subscription to any Service hereunder, you must select a subscription plan or tier via our online interface (any such online registration and subscription selection is hereafter referred to as an “Order”). As part of the onboarding process, you must identify your company or organization (such company or organization, the “Customer”). Each Order will also identify the features and functionality of the Service to be provided to the Customer pursuant to such Order and may also identify limitations or other applicable restrictions on use, such as a limit on the number of Active User IDs (as defined below). YeshID will not be required, by virtue of this Agreement or otherwise, to provide to Customer any other Service features or functionality which are not expressly covered by such Order. These T&Cs, together with the Order(s) (including any supplemental terms incorporated therein by reference), collectively constitute the “Agreement.”  

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN YESHID AND CUSTOMER THAT GOVERNS USE OF THE SERVICE. BY CLICKING “I ACCEPT,” OR SUBMITTING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU: (1) WISH TO USE THE SERVICE ON BEHALF OF, OR WITHIN YOUR CAPACITY AS, A REPRESENTATIVE, AGENT, OR EMPLOYEE OF THE ENTITY THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF SIGN UP OR IN SUCH ORDER, AND (2) HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER. BY CHECKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT.  

This Agreement is subject to occasional revision, and YeshID reserves the right to modify fees for accessing or using the Service in the future.  See Section 9.4 of this Agreement for further information about changes to this Agreement.

1. SERVICE

1. Access and Use of Service.  Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), YeshID grants Customer a non-exclusive, non-transferable right, during the Subscription Term to access and use the Service in accordance with any limitations set forth in the applicable Order solely for Customer’s internal business purpose and solely in accordance with the published documentation for the Service which is made available at https://yeshid.notion.site/fcfa23c566a24526b26e01ba991a4630 (“Documentation”).  
2. Authorized Users.  Customer will only permit the Service to be accessed by Customer’s employees, contractors, agents, and other third parties that are authorized by Customer to use the Service on behalf of the Customer (“Authorized Users”), by and up to the specified number of Active User IDs specified in Customer’s applicable subscription tier or plan, provided that Customer shall remain liable for all acts and omissions of such Authorized Users.  If there is unauthorized access or use of the Service by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by YeshID to remediate any issues resulting from, or related to, such unauthorized access or use. YeshID will not be liable for any loss or damage arising from any unauthorized use of Authorized Users’ accounts or Customer’s failure to comply with the above requirements.
3. Restrictions.  The Service are made available to Customer solely for its own internal business purpose and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that compete with; (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make the available on a service bureau basis, or otherwise access or use for the benefit of a third party; (vii) allow unauthorized persons to have access to; (viii) transmit unlawful, infringing, malicious, or harmful data, content or code to or from; (ix) copy or replicate; (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to; (xi) attempt to gain unauthorized access to; (xii) alter or remove any trademarks or proprietary notices contained in or on; (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of; (xiv) perform or publish any performance or benchmark tests or analyses relating to; or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Service (and all other technology constituting or used to provide the Service), and Documentation (collectively, “YeshID Technology”). Without limiting the foregoing, Customer may use the Services only in compliance with this Agreement, the Order, Documentation and applicable law, and, except as set forth in Section 2, shall not send or store in the Service any personal health information, credit card data, personal financial data, or other sensitive data that may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards.

1. Third-Party Products and Services. The Services are intended to operate in connection with certain third-party products and services that are not licensed directly to Customer by YeshID (“Third-Party Services”).  Customer’s use of any Third-Party Services shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third party. YeshID does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including without limitation, the privacy practices, data security processes or other policies related to Third-Party Services. Customer agrees to waive any claim against YeshID with respect to any Third-Party Services.

4. Service Level.  In the event that Customer purchases support or a version of the Service that is subject to a service level agreement (“SLA”), the support terms and/or SLA, as applicable, will be expressly identified in the Order.  If no SLA or support terms are expressly included in the Order, then the Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express, or implied. If an Order includes an SLA, then during the Subscription Term of such Order, YeshID will use commercially reasonable efforts to make the Service available in accordance with such SLA.
5. Pre-Release or Free Trial Access.  If YeshID has made the Service (or any features or functionality thereof) available to Customer on a “beta,” “trial” or “pre-release” basis, or otherwise under a free or unpaid subscription tier, then unless expressly indicated in the applicable Order: (i) YeshID will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind; (ii) YeshID may remove or modify features or functionality of such Service for any reason at any time and without liability of any kind; and (iii) no SLA will be applicable thereto. Without limiting the foregoing, if Customer has been granted “beta”, “trial” or “pre-release” access to the Service on a time-limited basis, and Customer elects not to purchase a license to the Service once such time-limited period ends, then YeshID may, in its sole discretion, terminate Customer’s access to the Service and/or downgrade Customer’s use of the Service to an unpaid subscription tier. Notwithstanding any other provision of this Agreement, any “beta,” “trial” or “pre-release”  access is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICE, UNLESS OTHERWISE INDICATED AT THE TIME OF PURCHASE, AND UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICE, THIS AGREEMENT, AND THE TERMS AND CONDITIONS HEREIN, SHALL CONTINUE TO GOVERN CUSTOMER’S USE OF SUCH PAID VERSION OF THE SERVICE FROM AND AFTER THE STAT DATE OF CUSTOMER’S PAID SUBSCRIPTION.

2. FEES; PAYMENT

1. Fees.  Customer agrees to pay to YeshID any fees for each Service that Customer purchases or uses (including any overages based on consumption or usage) in accordance with the pricing and payment terms as set forth in the Order or updated in accordance with this Section. Fees may be based on the number of Customer’s Authorized Users with unique user IDs that authenticate with the Service during the applicable calendar month (“Active User IDs”), which will be billed in advance in accordance with the Order, or on any other metrics identified in the applicable subscription tier or plan.  For clarity, if an Authorized User authenticates with the Service multiple times during a single monthly period using the same unique user ID, it will only count as one Active User ID. In such case, Customer will not be owed a refund if the actual number of Active User IDs is less than the purchased number of Active User IDs.  For subscriptions to the Service that automatically renew, the billing cycle (typically monthly or annually) will be indicated in the applicable Order, and in such case, the applicable subscription fees for any subsequent billing cycle will be charged at YeshID’s then-current published list price, until the subscription terminates in accordance with this Agreement. Unless otherwise expressly agreed upon by the parties in writing, any overage fees, such as fees for Active User IDs that exceed the allocated amount included in Customer’s Order, will be billed to Customer monthly in arrears at YeshID’s then-current published list price. Customer will be billed for all amounts due under this Agreement using the billing method Customer selects through its account management page or other Customer-provided payment method on file in accordance with the terms set forth in the Order. Customer must provide current, complete, and accurate information for Customer’s billing account and promptly update all information to keep Customer’s billing account current, complete, and accurate. Customer authorizes YeshID to share any payment information Customer provides with YeshID’s third-party service providers to the minimum extent required to complete the transactions. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. Customer must terminate any automatically renewing subscription before it renews in accordance with this Agreement in order to avoid billing of the recurring subscription fees to Customer. By choosing an automatically renewing subscription plan, Customer acknowledges that such Service has a recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination.  If there are no valid payment methods on file for Customer, YeshID may send Customer invoices for the balance of any amounts due.
2. Taxes.  The fees do not include, and Customer must pay or reimburse YeshID for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on YeshID’s net income).  If YeshID has a legal obligation to pay or collect sales tax for which Customer is responsible, YeshID will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides YeshID with a valid tax exemption certificate acceptable to the appropriate taxing authority. 
3. Overdue Amounts.  YeshID may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

3. TERM AND TERMINATION

1. Term.  This Agreement will start on the effective date of Customer’s first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, then either party may terminate this Agreement upon written notice to the other party.  
2. Subscription Term.  The duration of Customer’s initial subscription term for each Order will be as set forth in such Order (“Initial Subscription Term”), and, if expressly indicated in the Order, will automatically renew on a monthly or annual basis (as applicable, a “Renewal Subscription Term”) until terminated or cancelled by Customer or YeshID as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the “Subscription Term.”
3. Termination of Recurring Subscriptions.  Unless otherwise set forth in an Order, either party may cancel any automatically renewing subscription(s) under this Agreement by providing the other party with at least thirty (30) days’ notice of its intent to terminate prior to the end of the then-current Subscription Term.  Customer should send notices of termination to support@yeshid.com. If Customer cancels or YeshID terminates a subscription as set forth above, then Customer will continue to have access to the Service until completion of Customer’s then-current Subscription Term, provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.  
4. Termination for Cause. YeshID may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment any amounts owed to YeshID.  Additionally, ether party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.
5. Effect of Termination.  Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to YeshID Technology will automatically terminate; and (ii) all outstanding payment obligations of Customer become due and payable immediately.  All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.4, 1.5, 1.6, 1.7, 2, 3.5, 4.2, 4.3, 4.4, 6 through 9.
6. Delinquent Accounts; Suspension.  YeshID reserves the right to suspend, terminate, or downgrade the Service to a free service tier, in its sole discretion, if any amount under an Order is due but unpaid until such time as all amounts due under this Agreement are paid in full.  In addition to the amount due for the Service, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees.  Additionally, YeshID reserves the right to suspend Customer and/or its Authorized Users’ access to the Service or any portion thereof at any time: (i) in the event that YeshID suspects in good faith that Customer or any of its Authorized Users is using the Service in violation of this Agreement, or (ii) if YeshID otherwise believes such action is reasonable to comply with any applicable law, regulation, or court order.  

4. LICENSE; OWNERSHIP

1. License from Customer.  As between YeshID and Customer, Customer owns all electronic data submitted by or on behalf of Customer to the Service (“Customer Data”). Customer grants to YeshID a worldwide, sub-licensable, limited-term license to host, copy, transmit, and display Customer Data, as reasonably necessary to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, YeshID acquires no right, title, or interest in any Customer Data. Customer shall be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. Although YeshID has no obligation to monitor Customer’s use of the Service, YeshID may do so and may prohibit any use of the Service it believes may be (or is alleged to be) in violation of this Agreement, applicable laws, or any acceptable use policies identified in the Service or any Documentation thereto.
2. Ownership.  Except for the limited rights granted in this Agreement, YeshID hereby retains all right, title and interest, including all intellectual property rights, in and to the YeshID Technology.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY YESHID.
3. Feedback.  Customer hereby grants to YeshID a non-exclusive worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the YeshID Technology or any portion thereof.
4. Performance Data.  YeshID reserves the right to collect Performance Data with respect to access or use of the Services. “Performance Data” means any and all aggregate, de-identified data relating to the access or use of the Services, including any performance, analytics, or statistical data, that YeshID may collect from time to time. As between the parties, YeshID owns all Performance Data.

5. SECURITY

1. Security. YeshID will maintain the security measures consistent with industry standard practices, including encryption of Customer Data, two-person code review with secure build process, auditable process throughout, regular threat modelling and penetration testing. YeshID will process, transmit, and store the data and information provided to the Services by or on behalf of Customer (including configurations, employee name, email, role, credentials, network data) only according to the Agreement and the Documentation.

6. CONFIDENTIALITY

1. Definition of Confidential Information.  “Confidential Information” means (i) any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement that is designated as “confidential,” or in some other manner to indicate its confidential nature, and (ii) information otherwise reasonably expected to be treated in a confidential nature under the circumstances of disclosure or by the nature of the information itself.  Without limiting the foregoing, the non-public features of the YeshID Technology are the Confidential Information of YeshID.  However, Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) the Receiving Party can demonstrate with clear and convincing evidence is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information. The parties agree that Performance Data is not Confidential Information and will not be subject to any confidentiality restrictions or obligations.
2. Use and Maintenance of Confidential Information. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement.  Neither party shall disclose any Confidential Information of the other party, except to employees of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality. Notwithstanding the foregoing, YeshID may disclose Confidential Information and Customer Data to (i) Authorized Users as permitted by the features and functionality of the Service, and (ii) to YeshID’s service providers (such as YeshID’s hosting provider) so that these service providers can provide services on YeshID’s behalf, provided that such service providers are bound by confidentiality obligations. Each party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.

7. INDEMNIFICATION  

1. By Customer.  Notwithstanding anything to the contrary in Section 7.1, Customer shall indemnify, defend and hold harmless YeshID and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the “YeshID Entities”) from and against any third party claim, loss, or damage (including reasonable attorney’s fees), arising out of or relating to (i) an allegation that the use by or on behalf of YeshID in accordance with this Agreement of any of the Customer Data and/or any other data or materials obtained pursuant to a request from Customer infringes or misappropriates any third party’s rights or violates applicable laws; (ii) anything described in subparts I-IV of Section 7.1 above, or (iii) Customer’s violation or alleged violation of Section 1.3.  YeshID will provide Customer with (i) prompt written notice of; (ii) control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim.  Notwithstanding the foregoing, YeshID will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at YeshID’s own expense.

8. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY  

1. Customer Warranties.  Customer represents, warrants and covenants that it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (i) access, provide, provide access to, or request YeshID access, disclose, or submit, any Customer Data and/or Feedback, as applicable, that Customer provides, provides access to, discloses, or submits to YeshID or the Service, or that Customer authorizes or requests YeshID to access on Customer’s behalf, as applicable; and (ii) grant the rights and permissions granted hereunder with respect to any data, content, information, or Feedback, including permission to access and use the Customer Data.
2. Disclaimer.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE YESHID TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY YESHID OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; (ii) THE YESHID ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE YESHID TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY YESHID OR THROUGH THE SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE.  THE YESHID ENTITIES DO NOT WARRANT ANY THIRD-PARTY SERVICES.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE YESHID ENTITIES DO NOT WARRANT THAT THE YESHID TECHNOLOGY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE YESHID TECHNOLOGY (INCLUDING THE SERVICE) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE YESHID ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF OR ACCESS TO THE YESHID TECHNOLOGY OR ANY OTHER SERVICE MADE AVAILABLE BY YESHID OR THROUGH THE YESHID TECHNOLOGY. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE YESHID TECHNOLOGY (INCLUDING THE SERVICE) AND ANY CONTENT OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM YESHID OR THROUGH THE YESHID TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SERVICES, IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE YESHID ENTITIES ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA.  
3. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE YESHID ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE YESHID ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.  EXCEPT FOR ANY ACTION BY YESHID FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE T&CS.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE T&CS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

9. GENERAL PROVISIONS

1. Assignment.  Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that YeshID may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
2. Force Majeure.  Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.  The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.
3. Governing Law.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Denver, Colorado for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
4. Modifications to this Agreement.  YeshID may modify this Agreement from time to time by giving notice to Customer through YeshID’s online user interfaces, by sending Customer an email to the e-mail address last provided to YeshID (if any), by prominently posting notice of the changes on the Service, or in any other manner permitted by this Agreement.  In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, YeshID’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Unless a shorter period is specified by YeshID (e.g. due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If YeshID specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies YeshID in writing at support@yeshid.com of Customer’s objection to the modifications within thirty (30) days after the date of such notice, YeshID (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Service subscription fees allocable to the terminated portion of the applicable Subscription Term.  Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version.
5. Export Controls; Government Rights.  Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the YeshID Technology or any technical information about the YeshID Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export.  Customer hereby represents and warrants that (a) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.  The YeshID Technology is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.  Any use, modification, reproduction release, performance, display, or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
6. Publicity. Customer agrees that YeshID may use Customer’s name and/or logo to identify Customer as a user of YeshID on YeshID’s website or other marketing materials.
7. Miscellaneous.  This Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of YeshID to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement.  Any required notice shall be given in writing by customary means with receipt confirmed.  Notices to Customer should be sent to the address set forth on the Order. Notices to YeshID should be given to support@yeshid.com. Either party may substitute its address for notice by providing written notice thereof to the other party.  Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, or three (3) days after deposit in the mail. The relationship between the parties shall be that of independent contractors. YeshID may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable, or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.