TERMS AND CONDITIONS
not, directly or indirectly: reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to the Services or any
software, documentation or data related to the Services ("Software"); modify,
translate, or create derivative works based on the Services or any Software
(except to the extent expressly permitted by Smile ID or authorized within the
For the avoidance of doubt, "derivative works" are defined as any revisions, alterations, translations, or expansions of the Smile ID Services, or any other form in which Smile ID Services or Documentation are transferred, or adapted provided however that Partner shall be entitled without limitations to develop its own solutions and services and to own the intellectual properties thereto, notwithstanding that such solutions and services may serve the same need as the Services provided by Smile ID in this agreement. Partner will also not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Partner for use on Partner premises or devices, Smile ID hereby grants Partner a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
5.1 Subject to earlier termination as provided below, this Agreement is for one (1) year and shall be automatically renewed for additional periods of the same duration, unless either party requests termination at least ninety (90) days prior to the end of the then-current term. Smile ID and Partner retain the right to modify the terms of the Agreement before such renewal.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon ninety (90) days" notice (or immediately with 10 days" notice in the case of nonpayment, material breach of this Agreement, or insolvency of either party). Partner will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.3 In the case where the Partner subscribes for another service being provided by Smile ID, and the payment for the service is not currently covered by this existing agreement; Smile ID at its discretion reserves the right to call for an addendum to this agreement.
Smile ID shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Smile ID or by third-party providers, or because of other causes beyond Smile ID"s reasonable control, but Smile ID shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Smile ID does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND SMILE ID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SMILE ID SHALL HOLD PARTNER HARMLESS FROM LIABILITY TO THIRD PARTIES RESULTING FROM INFRINGEMENT BY THE SERVICE OF ANY UNITED STATES PATENT OR ANY COPYRIGHT OR MISAPPROPRIATION OF ANY TRADE SECRET, PROVIDED SMILE ID IS PROMPTLY NOTIFIED OF ANY AND ALL THREATS, CLAIMS AND PROCEEDINGS RELATED THERETO AND GIVEN REASONABLE ASSISTANCE AND THE OPPORTUNITY TO ASSUME SOLE CONTROL OVER DEFENSE AND SETTLEMENT; SMILE ID WILL NOT BE RESPONSIBLE FOR ANY SETTLEMENT IT DOES NOT APPROVE IN WRITING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SMILE ID AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SMILE ID"S REASONABLE CONTROL.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Partner except with Smile ID"s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. This Agreement contains the entire agreement between the parties and there are no other representations, promises or conditions. No agency or joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Smile ID in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by Laws of England without regard to the conflicts of laws provisions therein.
I further duly authorize Smile Identity the verification supplier of the Partner to forward my fingerprints and any personal information to verification suppliers, information suppliers and third parties acting on behalf of Smile Identity to verify information of myself which includes but is not limited to qualification, certification, employee background screening, employee verification, employee references, criminal records, driver"s license validation, passport validation, identity verification and any other personal information required to validate, verify and confirm my information using the Smile Identity system, database and software to obtain all required data and information.
I authorize the verification, information and third-party suppliers of Smile Identity to furnish information of my fingerprints and any personal information which includes but is not limited to qualification, certification, employee background screening, employee verification, employee references, criminal records, driver"s license validation, passport validation, identity verification and any other personal information to Smile Identity and its customer.
I unconditionally indemnify the Partner, Smile Identity, and any verification, information and third party supplier, directors, shareholders and employees, directly and indirectly associated with the aforesaid parties against any liability, claims, legal action that may result from furnishing, acquiring, hosting or storing, personal and any other verification information as stipulated in this document on the Smile Identity system, applications and databases at any given time after the effective date and signature of this consent.
I understand that it is a condition of the Partner, Smile Identity, and any verification, information and third-party supplier that the information furnished and stored by them and hosted, managed and updated on the Smile Identity system, applications and databases are done for my application, proposed employment, past and existing employment and past, existing and future verification purposes.
I understand and agree that this consent and indemnity declaration will remain valid indefinitely for all existing and future personal and verification requests, screening, validation and confirmation of information regarding myself and state Partner's Core Service and status provided in electronic or hardcopy format and that Smile Identity may host such information on its systems and databases.
The personal information will be stored and managed by Partner, Smile Identity, and any verification, information and third-party supplier in accordance with global best practices.