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What Is an Onfido Agreement

11.3 This Agreement and the applicable Purchase Order constitute the entire agreement between the parties and supersede any prior agreements, understandings or understandings between them with respect to the subject matter of this Agreement and the applicable Purchase Order. Each party acknowledges that in entering into this Agreement or any Purchase Order, at no time prior to its signature, has relied on any representations, representations, representations or obligations, express or written, represented or implied, made by or on behalf of the other party with respect to the subject matter of this Agreement or any Purchase Order, except that: as set forth in this Agreement or in any Purchase Order. In addition, and for the avoidance of doubt, Customer understands its business requirements and has independently determined that the Services meet its needs. 4.11. Customer shall indemnify Onfido and its respective officers, shareholders, directors and employees by and against all claims, suits, hearings, suits or expenses (including reasonable attorneys` fees) by any third party arising out of or in connection with Customer`s use of the Services (collectively, the “Claims”), unless and to the extent such claims are due to Onfido`s breach of this Agreement. If Customer requires or permits its Users to enter into an individual arbitration agreement that includes an inseparable waiver of a class action, Customer will amend that individual arbitration agreement to expressly designate Onfido as a third-party beneficiary entitled to enforce the individual arbitration agreement that includes the inseparable waiver of the class action. Software means any software provided by Onfido, including the Software Development Kit (or “SDK”) and any maintenance version made available to Customer as part of the Services. SLA means the Onfido service levels for the Services as specified in the Purchase Order. Site means and its subdomains. These Terms of Use (“Terms”) apply to your access to and use of websites, mobile applications, software development kits and other products and services associated with these Terms (collectively, the “Services”) offered by Onfido (“Onfido”, “we”, “us”). These Terms do not modify in any way the terms of any other agreement you have entered into with Onfido for products, services or otherwise.

If you use the Services on behalf of a legal entity, you represent and warrant that you are entitled to accept these Terms on behalf of that entity and that such entity agrees to be liable to us if you breach these Terms. 1.3 The Customer will not make backup copies of the Software unless permitted by applicable law, which cannot be excluded by agreement between the parties; 4.2 The parties shall provide each other with: (a) all necessary cooperation with respect to this Agreement and the Purchase Order; and (b) access to the information necessary to provide and receive the Services as set forth in this Agreement. 1.5 to the extent that the Software contains components covered by open source software licenses (“OSS”), (a) the terms of such OSS License(s) are available at or any other location notified by Onfido from time to time and prevail in the event of any conflict with the terms set forth herein with respect to Customer`s use of such operating system; and (b) any restrictions prohibited by this OSS license and contained in this Agreement do not apply to the applicable OSS. 4.4. Any breach of this clause will be considered a material breach. The customer can view system metrics and incident history and subscribe to real-time updates 3.1 here. Customer is entitled to enter into additional Purchase Orders, in which case, subject to clause 8.4 of each Purchase Order, a separate agreement is entered into between Customer and Onfido on the terms and conditions set forth in these OSA, Appendix 1 and (if applicable) Appendices 2 and 3 4. In the event of any conflict between this Agreement and any other written agreement between you and Onfido regarding the purchase of Services, the latter shall prevail. 1.4 The Customer has no right (and will not allow) third parties to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or correct errors in whole or in part, except to the extent permitted by applicable law, which may be excluded by an agreement between the parties. 5.3. Unless otherwise specified in the order form, the Customer must pay in full any invoice submitted to it by Onfido within 30 days of the invoice date. The timing of payment will be crucial.

The Customer may not withhold payment of an invoice or other amount to which Onfido is entitled on the basis of a right of set-off or counterclaim that the Customer may have or claims to have, or for any reason whatsoever. ONFIDO LTD Sam Carrington Email: 4.8. No conditions, warranties or other conditions apply to the services (including software) provided by Onfido under this Agreement, except as expressly set forth herein. Onfido hereby disclaims all implied warranties, whether at law, by the company or otherwise (including all implied warranties of non-infringement, title, satisfactory quality, fitness for a particular purpose, merchantability or fitness for a particular purpose). In addition, Onfido does not warrant or otherwise provide that any software or technology provided under this Agreement or any Purchase Order is completely free of defects or that its operation will be completely error-free. The Customer understands that Onfido obtains the information reported in its reports from various third-party sources “as is” and therefore provides the Customer with the information “as is”. We researched the US, UK, France and Germany and surveyed over 4,000 people to find out what people really think about digital identity – find out what we`ve learned in this white paper. To the extent that Customer chooses to use the sandbox environment, Customer understands that Onfido does not examine any data downloaded or transferred to the sandbox environment and that Customer agrees to (i) use the sandbox environment only to test the customer`s integration with the software; (ii) not to upload or transfer Personal Data into the Sandbox Environment, and (iii) Onfido assumes no obligation or responsibility with respect to Data uploaded or transferred to the Sandbox Environment.

5. Customer authorizes Onfido to view and access all records retained under this License to ensure that Customer complies with the terms of this License, provided that Onfido gives Customer reasonable notice of such inspections which will take place at reasonable times. Learn how Onfido`s identity verification has helped businesses like yours attract more users, reduce fraud, and free up resources for internal teams. 9.1 The recipient of the Confidential Information will not disclose such Confidential Information except (i) to employees, affiliates and/or professional advisors who need to know it and who have agreed in writing (or are otherwise required in the case of professional consultants) to keep such information confidential, and (ii) third party service providers if and only to the extent necessary to achieve the purpose of the Agreement. . . .