Terms and Conditions

These Global Terms and Conditions (the “Terms”) together with any Order Form or agreement that references them (collectively, the “Agreement”) govern the provision of identity verification services by VOVE ID Inc., a Delaware corporation having an address at 16192 Coastal Highway, Lewes, DE 19958, USA (“VOVE ID,” “we,” “us,” or “our”), to the contracting business entity (the “Client” or “you”). This Agreement is for business-to-business (B2B) use only. By executing an Order Form or by accessing or using the Services, the Client agrees to be bound by these Terms. If there is a separate written master services agreement signed by both VOVE ID and Client, that agreement will prevail in case of conflict with these Terms.

1. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings given below:

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting equity of the entity.

1.2 “Client” means the business entity that signs an Order Form or contract for the Services (including its permitted Affiliates who have signed Order Forms under this Agreement).

1.3 “End User” means an individual (such as the Client’s customer or employee) whose identity is being verified using the Services at the Client’s request. End Users are not parties to this Agreement.

1.4 “Order Form” means any ordering document, purchase order, online signup form, or other agreement (including any schedules or statements of work) that specifies the Services to be provided by VOVE ID and is executed or otherwise agreed to by Client (or its Affiliate) and VOVE ID (or its Affiliate). Each Order Form is governed by these Terms.

1.5 “Services” means VOVE ID’s identity verification and related services and products provided to Client under this Agreement. This includes, without limitation, VOVE ID’s software and technology for identity verification (such as our mobile and web Software Development Kits (SDKs), application programming interfaces or APIs, web-based dashboard and administrative portal, and any associated software, websites, documentation, and technical support). The specific features and scope of the Services are as described in the applicable Order Form and any Documentation provided by VOVE ID.

1.6 “Client Data” means all data, content, and information (including personal data) that Client or its End Users submit to or make available through the Services. End-User Data (e.g. identity documents, biometric information, personal details submitted for verification) is a subset of Client Data. Client Data does not include any data that VOVE ID independently generates or derives from operating the Services (such as aggregated performance metrics or improvements).

1.7 “Privacy Policy” means VOVE ID’s Global Privacy Policy, which provides information on how VOVE ID collects, uses, and protects personal information. The Privacy Policy is available on VOVE ID’s website and may be updated from time to time. While not a contract, it is referenced here for transparency.

1.8 “Data Processing Addendum” or “DPA” means the separate data processing agreement between VOVE ID and Client that governs the handling of personal data by VOVE ID on behalf of Client, in compliance with applicable data protection laws. The DPA (including any Standard Contractual Clauses, if applicable) is hereby incorporated into this Agreement by reference and shall be executed by the parties as required by law or by VOVE ID’s policies.

Additional Definitions: Other capitalized terms may be defined contextually in these Terms. For example, “Confidential Information” is defined in Section 5 (Confidentiality).

2. Provision and Scope of Services

2.1 Service Description. VOVE ID will provide the Services to Client as outlined in the Order Form. The Services enable Client to verify the identities of End Users through tools such as our SDKs and APIs integrated into Client’s applications, and through our secure online dashboard for managing and reviewing verification results. The exact verification methods (e.g. ID document verification, facial biometric checks, liveness detection, database checks) and service levels will be those specified in the Order Form or relevant product documentation. VOVE ID will perform the Services in a professional manner and in accordance with the Agreement.

2.2 VOVE ID Responsibilities. During the term of this Agreement, VOVE ID will:

• Availability: Use commercially reasonable efforts to maintain the availability of the Services 24/7, excluding downtime for scheduled maintenance or updates. VOVE ID will endeavor to schedule maintenance during off-peak hours and, for any planned maintenance expected to cause more than a brief interruption, will provide advance notice to Client when practicable.

• Security: Implement and maintain appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of Client Data within the Services. This includes measures to prevent unauthorized access to or use of Client Data. (Additional details about security measures may be provided in documentation or a security exhibit upon request.)

• No Malicious Code: Ensure that the Services, as provided by VOVE ID, do not knowingly contain any viruses, worms, Trojan horses, or other malicious code designed to harm or unauthorizedly access Client’s systems or data.

• Compliance: Comply with all laws and regulations applicable to VOVE ID’s provision of the Services to its clients generally (for example, laws regarding the handling of personal data when acting as a service provider). This Agreement does not obligate VOVE ID to comply with laws or requirements that apply specifically to Client’s industry or jurisdiction that are not generally applicable to identity verification service providers, unless agreed in writing.

2.3 Service Limitations. VOVE ID is responsible for providing the technology and analysis to verify identities, but Client acknowledges that VOVE ID is not a decision-maker for Client’s business processes. The Services are a tool to assist Client in its identity verification and compliance needs; Client is solely responsible for any decisions or actions it takes based on the results or reports provided by the Services. VOVE ID does not guarantee that using the Services will ensure Client’s compliance with any specific law or that every identity verification will be accurate or meet Client’s particular standards.

2.4 Support. Unless otherwise specified in an Order Form, VOVE ID will provide standard support for the Services at no additional charge. Standard support includes access to online documentation and reasonable email or web-based support for technical issues or general inquiries. Client may contact VOVE ID support at the designated email or through the dashboard. Any enhanced support or service level agreement (SLA) must be documented in a separate schedule or Order Form.

2.5 Third-Party Services. Client acknowledges that in delivering the Services, VOVE ID may utilize or integrate with third-party services, data sources, or sub-processors (for example, biometric processing providers or government identity databases) to perform certain verification functions. Such third-party components are listed in VOVE ID’s Sub-processor list or documentation provided to Client (available upon request). VOVE ID does not control and is not responsible for any information or results provided by third-party sources, and availability of those sources may vary. VOVE ID will use reasonable care in selecting and managing third-party providers, but makes no warranty or guarantee regarding data obtained from third parties.

3. Client Responsibilities and Acceptable Use

3.1 Compliance with Laws and Purpose of Use. The Client shall use the Services solely for legitimate and lawful business purposes in accordance with this Agreement and all applicable laws and regulations. Client is responsible for ensuring that its use of the Services (including its collection, submission, and use of End User personal data for verification) complies with all applicable laws, such as privacy and data protection laws, anti-money laundering (AML) and know-your-customer (KYC) regulations, consumer protection laws, and (if applicable) laws regarding the use of biometric identifiers or facial recognition. This includes, where required, obtaining any necessary consents or authorizations from End Users to allow VOVE ID to process their personal data on Client’s behalf. Client will not use the Services in any manner that would violate any law or the rights of any individual.

3.2 End User Notices and Consents. Client bears responsibility for its End Users in relation to the Services. In particular, Client shall:

• Provide Notice: Clearly inform End Users that their personal data (such as ID documents, photographs, biometric data, etc.) will be collected and transmitted to VOVE ID for the purpose of identity verification. Client should direct End Users to VOVE ID’s Privacy Policy or include equivalent disclosures in its own privacy notice so End Users understand how their data will be used.

• Obtain Consent: Obtain any consents from End Users that are required under applicable laws (for example, consent for processing biometric information under certain jurisdictions, like the Illinois Biometric Information Privacy Act (BIPA) in the USA, if applicable). Client should maintain records of such consents.

• Legal Basis: Ensure it has a valid legal basis (e.g. consent or legitimate interest) for processing End Users’ personal data and for instructing VOVE ID to process that data as part of the Services. Client confirms that it is either not subject to, or is in compliance with, any sector-specific privacy laws that may impose requirements on identity verification (for example, if Client is in the financial sector, it will comply with relevant customer verification rules).

Upon VOVE ID’s reasonable request, Client will provide evidence of having provided necessary notices and obtained required consents from End Users. VOVE ID is entitled to rely on Client’s instructions and representations that such disclosures and consents have been provided.

3.3 Acceptable Use Restrictions. Client shall not, and shall not permit any third party (including End Users or contractors under its control) to misuse the Services. Without limiting the generality of the foregoing, Client agrees that it will NOT:

• Unauthorized Representations: Make any warranties or representations to any person or entity regarding the Services that are not previously approved in writing by VOVE ID. (For example, Client should not misrepresent the Services as its own product or guarantee results beyond what VOVE ID provides.)

• Resale and Sharing: Use the Services to provide verification services to third parties outside of Client’s own organization, nor make the Services available to any person or entity other than Client and its authorized users. (Client may use the Services to verify its own customers or users – i.e., End Users – but Client may not act as a service bureau that resells VOVE ID’s Services to others without a separate written reseller agreement.)

• Reverse Engineering: Copy, modify, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code or trade secrets from any software, algorithms, or components of the Services (except to the extent such restriction is prohibited by applicable law).

• Derivatives and Competition: Create any derivative works based on the Services, or use the Service (or any data or output from it) to develop, train, or improve any competing product or service. Client will not access or use the Services for the purpose of benchmarking or competitive analysis, or in order to build a similar or competitive product.

• Malicious Activity: Upload, transmit, or introduce into the Services any material that contains viruses, worms, Trojan horses, malware, or any other harmful code. Client shall not use the Services in a manner that could damage, disable, overburden, or impair VOVE ID’s systems or interfere with other users’ use of the Services.

• Unauthorized Access: Bypass or attempt to circumvent any security or access controls measures of the Services. Client will not attempt to gain unauthorized access to any portion of the Service or its underlying systems or networks.

• Unlawful / Improper Content: Provide to VOVE ID any data or content that is unlawful, fraudulent, defamatory, obscene, or infringes any third-party rights. This includes ensuring that any identification documents or biometric data submitted are lawfully obtained and belong to the individual being verified. Client will not knowingly submit false, stolen, or misleading information through the Service.

• Sub-license or Transfer: Sell, rent, lease, sublicense, distribute, or otherwise transfer the use of the Services (or any component thereof) to any third party, except as expressly permitted by this Agreement.

3.4 Client’s Account and Users. Client is responsible for maintaining the confidentiality of any account credentials, API keys, or authentication tokens provided by VOVE ID for accessing the Services. Client shall limit access to the Services to its own personnel or contractors who have a need to use the Services for Client’s internal business purposes and who are bound by obligations no less protective of VOVE ID’s rights than those in this Agreement. Client is liable for any use of the Services by persons it allows to access the Services (including any usage that violates this Section 3), and any act or omission by any such user will be deemed an act or omission of Client under this Agreement. Client shall promptly notify VOVE ID if it becomes aware of any unauthorized use of or access to the Services (such as a compromised account or API key) and will cooperate with VOVE ID to remediate the issue.

3.5 Client Representations. Client represents and warrants that (a) it has all necessary rights, licenses, and permissions to provide the Client Data (including End User data) to VOVE ID and to allow VOVE ID to process such data for the purposes of this Agreement; and (b) Client’s submission of and use of Client Data in connection with the Services will not violate any law or infringe upon any rights of any third party.

3.6 Suspension for Violations. If VOVE ID reasonably suspects or detects that Client’s use of the Services (including use by any End User or authorized user of Client) violates the restrictions in this Agreement or is causing immediate and material harm to the Services or others, VOVE ID reserves the right to suspend or limit Client’s access to the Services, or to specific suspicious transactions, on an emergency basis. In non-emergency situations, VOVE ID will provide advance notice (email is sufficient) to Client of any suspension and cooperate with Client to resolve the issue. In urgent cases when prior notice is not feasible (e.g. suspected fraud, attacks or ongoing legal violation), VOVE ID may suspend access first and notify Client promptly thereafter, providing details of the suspected violation. VOVE ID will reinstate suspended Services once the issue is resolved to VOVE ID’s reasonable satisfaction. Any suspension or limitation of Service under this provision shall not constitute a breach by VOVE ID, and Client remains responsible for fees incurred during any period of suspension due to its violation.

4. Fees & Payment

4.1. Service Fee. Customer will pay all Service Fees specified in Order Forms executed hereunder. Payment obligations are non-cancelable, and, except as expressly set forth herein, Service Fees are non-refundable. Any unused Sessions will expire at the end of the applicable Service Period, and no credits will be applied to future Order Forms for unused Sessions. Any other credits accrued during the term of the applicable Order Form will only apply to on-time renewals, and will otherwise expire upon non-renewal, termination, or expiration of the applicable Order Form. For clarity, credits and unused Sessions have no currency, exchange, or refund value.

4.2. Excessive Sessions. If the Customer submits more Sessions than set forth in the Order Form, then VOVE ID will thereafter submit monthly invoices to Customer for the additional Session Fees at the rates set forth on the Order Form.

4.3. Invoicing, Payment, and Taxes. VOVE ID will bill Customer through invoices sent via email to the billing contact designated by Customer, unless an alternative payment method is otherwise specified in the Order Form. Unless otherwise indicated on the Order Form, Service Fees will be invoiced annually in advance and full payment for invoices must be received within thirty (30) days from the date the invoice was received; provided, however, that if the invoice was sent to the email address designated by Customer, it will be deemed received on the date it was sent. Unless otherwise agreed between the Parties, all amounts referred to in the Agreement are payable in Euros (for UK/EEA Customers) or United States Dollars (for US/ROW Customers). Except for those taxes based on VOVE ID’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement, including, but not limited to, value-added, goods and services, consumption, sales, and/or any other applicable tax. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse VOVE ID for such withholding tax. Unpaid invoices are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, on any outstanding balance, plus all reasonable expenses of collection.

4.4. Non-payment. If Customer fails to pay the Service Fee (excluding any amounts disputed in reasonable and good faith) within thirty (30) days from the relevant due date, then provided VOVE ID has provided at least ten (10) or more days prior notice, then VOVE ID may, without limiting its other rights and remedies, suspend or temporarily disable Customer’s access to the Service in part or in full, without any obligation to provide any access to the Service until all relevant Service Fees are paid in full.

4.5. Future Functionality. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by VOVE ID regarding future functionality or features.

5. Confidentiality

5.1 Definition of Confidential Information. “Confidential Information” means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement, whether disclosed in written, oral, visual, electronic, or other form, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information of Client includes Client Data and any business or technical information that Client provides about its operations, plans, customers, or technology. Confidential Information of VOVE ID includes the Services (including software, algorithms, and software code, whether source or object, and any non-public documentation), as well as any non-public information about VOVE ID’s pricing, product roadmap, security practices, or business. The terms and conditions of this Agreement (including pricing and any Order Form) shall be deemed Confidential Information of both parties.

However, Confidential Information does not include information that the Receiving Party can prove: (a) is or becomes generally known to the public through no breach of this Agreement (and no wrongful act) by the Receiving Party; (b) was already known to or in the possession of the Receiving Party, without confidentiality restrictions, prior to receiving it from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party who had the legal right to disclose it without confidentiality obligations. Information shall not be deemed to be within the foregoing exceptions merely because it is included in more general information that is or becomes public or known, nor because it is an aggregation of information that includes public or known components.

5.2 Confidentiality Obligations. The Receiving Party shall treat the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own similar confidential information, but in no event less than a reasonable standard of care. Except as expressly permitted in this Agreement, the Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement, and will not disclose it to any third party, except to those affiliates, employees, contractors, or advisors of the Receiving Party who need to know the information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall be responsible for any breach of confidentiality by its personnel or representatives.

Neither party will disclose the terms of this Agreement or any Order Form to any third party (other than its affiliates, or its attorneys, accountants, auditors, or financial advisors who are bound to confidentiality) without the prior written consent of the other, except as required by law. Each party agrees not to publicly announce or disclose the existence or content of this Agreement without the other’s prior consent, except that VOVE ID may include Client’s name and logo in lists of customers as permitted under Section 6.6 (Publicity) below.

5.3 Permitted Disclosure by Law. If the Receiving Party is required by law, regulation, or legal process (e.g., subpoena or court order) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information which it is legally required to disclose. If a civil or regulatory proceeding is filed against the Receiving Party that would likely require disclosure of the Disclosing Party’s Confidential Information, the Receiving Party will, if requested, cooperate with the Disclosing Party (at the Disclosing Party’s expense) in seeking confidential treatment for such information.

5.4 Return or Destruction. Except as otherwise provided in this Agreement, upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party will promptly return or destroy (at the Disclosing Party’s election) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information (a) stored in routine computer backups that are not readily accessible, (b) as required to comply with applicable law or archival policies (e.g., stored business records or emails that are not easy to isolate), or (c) that are necessary for audit, legal, or dispute resolution purposes. Any retained Confidential Information remains subject to the confidentiality obligations of this Section 5 for as long as it is retained.

5.5 Duration. The confidentiality obligations in this Section 5 shall commence upon disclosure of Confidential Information and survive for a period of five (5) years after the termination of this Agreement, except with respect to trade secrets (and any personal data within Client Data), which shall be protected indefinitely or for as long as permitted by applicable law.

6. Intellectual Property and Ownership

6.1 Ownership of Services and VOVE ID IP. As between the parties, VOVE ID retains all right, title, and interest in and to the Services and all related technology, software, algorithms, databases, know-how, and Intellectual Property Rights (meaning patents, copyrights, trade secrets, trademarks, and all other proprietary rights) in the Services. No rights or licenses are granted to Client under this Agreement except as expressly set forth herein. VOVE ID reserves all rights not expressly granted. Client is not acquiring any ownership of or title to any part of the Services or VOVE ID’s intellectual property. Client acknowledges that the Services (including any copies of software or SDKs provided to Client) are licensed, not sold.

6.2 License to Use the Services. Subject to Client’s compliance with this Agreement and payment of all applicable fees, VOVE ID grants Client a limited, non-exclusive, non-transferable (except as permitted under Section 13.1), non-sublicensable right and license during the term of this Agreement to access and use the Services solely for Client’s internal business operations. This license permits Client to integrate VOVE ID’s SDKs and APIs into Client’s own mobile or web applications and to use the VOVE ID dashboard and tools, in each case only for the purpose of verifying the identities of Client’s End Users and managing Client’s use of the Service. All use of the Services must be in accordance with any accompanying Documentation or usage guidelines provided by VOVE ID. Any software provided by VOVE ID as part of the Services is licensed to Client in object code form only. Client shall not remove any copyright, trademark, or other proprietary notices from the VOVE ID software or materials.

6.3 Client Data Ownership. As between the parties, Client retains all right, title, and interest in and to the Client Data (subject to the rights granted to VOVE ID below). VOVE ID does not claim ownership of the personal data, documents, or information that End Users submit to the Service; such data remains under Client’s ownership and control. VOVE ID will act as a service provider/processor with respect to personal data within the Client Data, as described in Section 7 (Data Protection).

6.4 License to Client Data. Client hereby grants to VOVE ID and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and otherwise use Client Data solely for the following purposes: (a) to provide and perform the Services for Client and its End Users, in accordance with this Agreement and Client’s instructions (including to verify identities, generate verification reports, and communicate results to Client); (b) to operate, maintain, and improve the Services, including developing new features and performing analytics (for example, using verification outcomes to refine VOVE ID’s algorithms or to train machine learning models, provided that when doing so, VOVE ID will anonymize or aggregate any personal data so it no longer identifies Client or any individual); (c) to troubleshoot, provide support, or fix issues with the Services at Client’s request; and (d) to generate statistical data, insights, or industry reports related to identity verification or fraud trends, which may be derived from Client Data in an aggregated and anonymized form (such that neither Client nor any individual can be identified). Any anonymized or aggregated data that VOVE ID creates under clause (d) will be owned by VOVE ID and may be used for any lawful purpose, provided it contains no identifying information of Client or End Users.

6.5 Feedback. Client may provide feedback, suggestions, or ideas to VOVE ID regarding the Services (for example, suggestions for improvements or new features). Client agrees that VOVE ID is free to use and incorporate any feedback or suggestions provided by Client or its users, with no obligation to Client. To the extent such feedback is protectable under intellectual property laws, Client hereby grants VOVE ID a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, modify, and incorporate into the Services any feedback or suggestions provided by Client or its authorized users.

6.6 Trademarks and Publicity. Each party retains all rights in its trademarks, logos, and brand names. Except as expressly permitted in this section, neither party shall use the other party’s name or trademarks without prior written consent. Notwithstanding the foregoing: VOVE ID may identify Client as a customer and use Client’s name and logo in VOVE ID’s marketing materials, client lists, press releases, or website, solely to indicate that Client uses the Services. VOVE ID will use Client’s logo and name in accordance with any trademark usage guidelines provided by Client. Similarly, Client may publicly state that it uses VOVE ID’s identity verification services and may use VOVE ID’s name and logos for the purpose of referencing the integration, provided Client follows any brand guidelines supplied by VOVE ID. Either party may withdraw the above permission (for example, if Client does not wish to be listed as a reference) by providing written notice (email is sufficient) to the other party, after which the other party will stop any new public use of the removed name or logo.

7. Data Protection and Privacy

7.1 Roles of the Parties. The parties acknowledge and agree that, with respect to any personal data of End Users processed under this Agreement, Client is the “data controller” (or equivalent term under applicable law) and VOVE ID is the “data processor” or “service provider.” This means Client determines the purposes and means of the processing of End User personal data, and VOVE ID processes that data on Client’s behalf in order to provide the Services. VOVE ID shall not use or retain personal data from Client Data for any purpose other than as permitted under this Agreement and the DPA, except as required by applicable law. Client is responsible for determining the legality of processing under applicable data protection laws and for providing any required notices or obtaining any necessary consents from End Users, as set forth in Section 3.2.

7.2 Data Processing Addendum. To the extent that VOVE ID will be processing any personal data on behalf of Client in the course of providing the Services (especially if such data is subject to the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or other privacy laws), the parties will enter into a Data Processing Addendum. The DPA outlines the subject-matter and duration of processing, the nature and purpose of processing, the types of personal data, the categories of data subjects, and the obligations of both parties in line with Article 28 of the GDPR and analogous provisions of other laws. The DPA is hereby incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the treatment of personal data, the terms of the DPA shall prevail. VOVE ID represents that it will implement appropriate technical and organizational measures to protect personal data as described in the DPA and that it will only engage sub-processors under the conditions outlined in the DPA.

7.3 Privacy Policy. VOVE ID’s collection, use, and disclosure of personal information in connection with the Services is further described in our published Privacy Policy (available on our website). While the Privacy Policy is not a contractual document, it reflects VOVE ID’s commitment to handling personal data in accordance with applicable laws and provides transparency to End Users and Clients about our data practices. Client acknowledges that it has reviewed VOVE ID’s Privacy Policy. Where required by law, (for example under certain privacy regulations) Client will ensure that End Users are provided with or directed to VOVE ID’s Privacy Policy.

7.4 Confidentiality of Personal Data. VOVE ID acknowledges that personal data within Client Data may constitute Confidential Information of Client. VOVE ID will ensure that any personnel who process personal data under this Agreement are bound by appropriate confidentiality obligations. If VOVE ID becomes aware of any Security Breach (meaning an actual unauthorized access to or acquisition of personal data in VOVE ID’s systems) it will notify Client without undue delay and cooperate with Client in accordance with the DPA and applicable law.

7.5 Data Retention and Deletion. VOVE ID will retain personal data processed on behalf of Client only for as long as necessary to fulfill the purposes of the Agreement or as required by law or legitimate business needs (such as evidence of the verification). Upon termination or expiration of the Agreement, VOVE ID will delete or return personal data in its possession as set forth in the DPA (subject to any retention requirements in Section 5.4 or by law).

7.6 International Transfers. The parties acknowledge that Client Data (including personal data) may be transferred or stored outside of the country where it was originally collected (for example, to data centers or sub-processors in the United States or the European Union). Each party agrees to comply with applicable data transfer laws. Where required for transfers of EU personal data outside the European Economic Area, the parties will rely on appropriate legal mechanisms such as Standard Contractual Clauses, as further detailed in the DPA.

7.7 Cooperation and Compliance. VOVE ID will reasonably assist Client (by appropriate technical and organizational measures and information) in fulfilling Client’s obligations to respond to data subject requests or regulatory inquiries, and in demonstrating compliance with applicable data protection laws, taking into account the nature of the processing and the information available to VOVE ID. Any material or costly assistance beyond the standard services may be chargeable at agreed rates. Both parties will cooperate in good faith on data protection matters as needed to ensure compliance with applicable privacy laws.

(In summary, both VOVE ID and Client agree to handle personal data properly: VOVE ID will act as a diligent processor/service provider and Client will fulfill its role as the data controller. The detailed obligations are set forth in the DPA, which is part of this Agreement.)

8. Representations and Warranties; Disclaimer

8.1 Mutual Authority. Each party represents and warrants that it is a business entity duly organized and in good standing under the laws of its jurisdiction of formation, and that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that the individual executing this Agreement or any Order Form on its behalf has the authority to do so, thereby binding the respective party to the terms of the Agreement.

8.2 Client’s Warranties. Client represents and warrants that: (a) Compliance and Use: Client will use the Services in compliance with all applicable laws and regulations, and only for lawful purposes as set out in this Agreement; (b) Data Rights: Client (and/or its End Users) have all necessary rights in, and have provided all required notices and obtained all required consents regarding, the Client Data (including personal data) that is submitted to the Services, such that VOVE ID’s processing of Client Data as permitted by this Agreement will not violate any law or infringe any rights of any third party; and (c) No High-Risk Use: Client will not use the Services for any purpose that is inherently high-risk or where the use of the Services is likely to result in personal injury or property damage (for example, using identity verification as the sole means to secure physical access to facilities in critical infrastructure without additional safeguards) without notifying VOVE ID and obtaining written approval, acknowledging that the Services are not designed for fail-safe performance in life-safety situations.

8.3 VOVE ID’s Limited Warranty. VOVE ID warrants that the Services, as delivered, will materially conform to the specifications and performance metrics agreed in the Order Form or Documentation (if any). VOVE ID also warrants that it will provide the Services with reasonable skill and care, in a manner consistent with general industry standards reasonably applicable to the provision of similar services. Client’s exclusive remedy and VOVE ID’s sole obligation for breach of the warranty in this Section 8.3 shall be that VOVE ID will use commercially reasonable efforts to correct or re-perform any non-conforming Services reported to it by Client. If VOVE ID is unable to restore the Services to material conformity within a reasonable time (not to exceed 30 days) after written notice from Client of a breach of this warranty, then Client may terminate the affected Service for cause in accordance with Section 11.4 (Termination for Cause) and, notwithstanding the “No Refunds” provision of Section 4.2, VOVE ID will refund any prepaid fees attributable to the unused portion of the terminated Service. The foregoing warranty will not apply to the extent any non-conformance is caused by (i) misuse or unauthorized modifications of the Service by Client, (ii) use of the Service in combination with hardware, software, or data not provided or approved by VOVE ID, or (iii) Third-Party Services or data sources outside of VOVE ID’s control.

8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ALL RELATED SOFTWARE, DATA, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VOVE ID SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VOVE ID DOES NOT GUARANTEE THAT THE SERVICES WILL DETECT OR PREVENT ALL FRAUDULENT OR ILLEGITIMATE ACTIVITIES, OR THAT THEY WILL BE ERROR-FREE OR UNINTERRUPTED. CLIENT ACKNOWLEDGES THAT IDENTITY VERIFICATION IS INHERENTLY PROBABILISTIC AND THAT VOVE ID DOES NOT WARRANT OR REPRESENT THAT ANY PARTICULAR IDENTITY DOCUMENT OR INDIVIDUAL IS GENUINE, VALID, OR TRUSTWORTHY. Client is solely responsible for its decisions or actions taken in response to the results provided by the Services. Client uses and relies on the information and results obtained from the Services at its own risk.

8.5 No Other Warranties. VOVE ID does not warrant that the Services will meet all of Client’s requirements, or that all errors can or will be corrected. No information or advice (written or oral) given by VOVE ID or its representatives shall create any warranty or in any way increase the scope of the warranties expressly given in this Agreement. Client has no right to make or pass on any representation or warranty on behalf of VOVE ID to any third party.

8.6 Third-Party Content. VOVE ID disclaims any responsibility for any third-party services, databases, products, or websites (including those of End Users or Client’s own service providers) that are not part of the Services. If the Services include features that allow Client to access or use third-party websites or services (for example, scanning an ID against a government database), such features are provided for convenience and do not imply any endorsement or warranty by VOVE ID of those external services. Any exchange of data or other interaction between Client (or End Users) and a third-party service is solely between Client and that third party and is governed by the third party’s own terms and privacy policy.

THE DISCLAIMERS IN THIS SECTION 8 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Client. In that event, the warranties will be disclaimed or limited to the fullest extent permitted under applicable law.

9. Mutual Indemnification

9.1 Client Indemnification. Client shall defend, indemnify, and hold harmless VOVE ID, its Affiliates, and their respective officers, directors, employees, agents, and contractors (the “VOVE ID Indemnitees”) from and against any and all third-party claims, demands, suits, or proceedings (“Claims”) and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to: (a) Client Data or End User Data – any Claim that the collection, use, or provision of Client Data (including data provided by Client’s End Users) to VOVE ID, or VOVE ID’s processing of such data in accordance with Client’s instructions, violates any applicable law or infringes or misappropriates the intellectual property, privacy, or other rights of a third party (for example, if an End User alleges that Client did not have the right to use their data, or if a third-party content owner alleges that data supplied by Client infringes their copyright); (b) Client’s Use of the Services – any Claim resulting from Client’s or its authorized users’ use of the Services in breach of this Agreement or applicable law (including any actions or decisions taken by Client based on verification results, or any misuse of the Service, or failure to obtain required End User consents as required by this Agreement); or (c) Other Business of Client – any Claim arising from the nature of Client’s products, services, or business that is independent of the use of the VOVE ID Services (for instance, a Claim brought by one of Client’s customers or users, except to the extent caused by VOVE ID’s breach).

Client’s indemnification obligation is contingent on: (i) VOVE ID providing prompt written notice to Client of the Claim (provided that failure to give prompt notice will only relieve Client of its indemnification obligations to the extent it is materially prejudiced by the delay); (ii) VOVE ID giving Client sole control of the defense and settlement of the Claim, except that Client may not settle any Claim in a manner that admits fault or liability on behalf of any VOVE ID Indemnitee or imposes non-monetary obligations on a VOVE ID Indemnitee without VOVE ID’s prior written consent; and (iii) VOVE ID providing reasonable cooperation (at Client’s expense) in the defense of the Claim. VOVE ID has the right to participate in the defense of the Claim with counsel of its own choosing at its own expense.

9.2 VOVE ID Indemnification. VOVE ID shall defend, indemnify, and hold harmless Client, its Affiliates, and their respective officers, directors, and employees (the “Client Indemnitees”) from and against any third-party Claims and all related Losses arising out of or relating to an allegation that the Services (as provided by VOVE ID and used by Client in accordance with this Agreement and any Documentation) infringe or misappropriate any third party’s patent, copyright, or trademark, or violate their trade secret rights. In the event of any such Claim, VOVE ID may, at its option: (a) obtain for Client the right to continue using the Services; (b) modify or replace the Services (or the alleged infringing part) so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if VOVE ID determines that options (a) and (b) are not reasonably feasible, terminate Client’s use of the affected Service upon reasonable notice to Client and, if Client had pre-paid for any unused portion of the Service, provide a pro-rata refund for the terminated portion. The above indemnification obligations of VOVE ID will not apply to the extent the Claim arises from: (i) Client Data or any content or data provided by Client or any End User; (ii) Client’s combination or use of the Services with software, services, or materials not supplied by VOVE ID, if the Claim would have been avoided by use of the Services alone; (iii) Client’s use of the Services in a manner not authorized by this Agreement or inconsistent with the applicable Documentation; or (iv) any modification to the Services not made by or at the direction of VOVE ID.

VOVE ID’s indemnification obligation is contingent on: (1) Client providing prompt written notice to VOVE ID of the Claim (with the same proviso as above regarding prejudice by delay); (2) Client giving VOVE ID sole control of the defense and settlement of the Claim (with the same restriction that VOVE ID may not settle in a way that imposes liability or obligations on Client Indemnitees without Client’s consent, which shall not be unreasonably withheld); and (3) Client providing reasonable cooperation (at VOVE ID’s expense) in the defense of the Claim. Client has the right to participate in the defense with its own counsel at its own expense.

9.3 Exclusive Remedy. This Section 9 states the entire liability of each party and the sole and exclusive remedy of the other party with respect to any Claim by any third party alleging intellectual property infringement or any other Claims and Losses described in the indemnities above.

10. Limitation of Liability

10.1 Limitation on Types of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANY THIRD PARTY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES. This disclaimer of liability applies regardless of the theory of liability (contract, tort, negligence, strict liability, by statute, or otherwise) and even if a party has been advised of the possibility of such damages or if any remedy fails of its essential purpose.

10.2 Cap on Liability. EXCEPT FOR THE SPECIFIC EXCLUSIONS STATED BELOW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY to the other party for all claims and losses arising out of or relating to this Agreement or the Services (whether in contract, tort or otherwise) shall not exceed the total amount of fees paid or payable by Client to VOVE ID under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim arises before twelve months of Services have been provided, the cap shall be the average monthly fee paid up to the date of the event, times twelve. If no fees have been paid (for example, during a free trial), VOVE ID’s total liability shall not exceed US $100.

10.3 Exceptions. The limitations and exclusions of liability in this Section 10 will NOT apply to: (a) Client’s obligation to pay all fees owed under any Order Form; (b) either party’s indemnification obligations under Section 9; (c) damages for breach of confidentiality obligations (Section 5) or misuse of the other party’s intellectual property (Section 6) by a party; or (d) liability for fraud, willful misconduct, or gross negligence; and (e) liability that cannot be limited by law (such as certain statutory liabilities or personal injury or death caused by negligence, to the extent applicable law prohibits such limitation).

10.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, even if any limited remedy specified in this Agreement is found to have failed of its essential purpose, and even if a party has been advised of the possibility of such damages. The parties acknowledge that these limitations allocate the risks between VOVE ID and Client, and that VOVE ID’s pricing and agreement to enter into this Agreement reflect this allocation and the limitations of liability specified herein.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the provisions of this Section may not apply to Client. In such cases, the parties’ liability will be limited to the fullest extent permitted by applicable law.

11. Term and Termination

11.1 Term of Agreement. This Agreement commences on the Effective Date (which, unless otherwise stated, is the date of last signature on the initial Order Form between the parties or the date these Terms are accepted) and will remain in effect until all Order Forms have expired or have been terminated in accordance with this Section 11. Each Order Form will specify an initial subscription term or validity period for the Services under that Order Form (e.g. a one-year term, or month-to-month, etc.). If no term is specified in an Order Form, the default term for that Order Form shall be one (1) year from the service start date.

11.2 Renewal. The Services under an Order Form will automatically renew for successive renewal terms equal in duration to the initial term (or one year, if the initial term is longer), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term. If the Order Form specifies a different notice period or different renewal term (e.g. month-to-month renewals), that shall apply instead. For any renewal term, VOVE ID reserves the right to reasonably adjust the fees or pricing structure, provided that VOVE ID notifies Client of any pricing increase at least sixty (60) days prior to the end of the current term. Any such fee change will take effect upon the renewal term. Either party may also opt not to renew an Order Form for any reason by providing the required notice, in which case that Order Form (and any Services provided under it) will terminate at the end of its then-current term.

11.3 Termination for Cause. Either party may terminate this Agreement (and any or all Order Forms) for cause upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. (In the case of Client’s breach of payment obligations, VOVE ID may provide a shorter cure period of ten (10) days’ notice for overdue payments.) If the breach is incurable, the non-breaching party may terminate immediately upon notice. Additionally, either party may terminate this Agreement immediately by written notice if the other party (a) becomes insolvent or is generally unable to pay its debts as they become due; (b) files or has filed against it a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, and such petition is not dismissed within sixty (60) days of filing; (c) seeks the appointment of a receiver, trustee, or custodian for all or a substantial part of its assets; (d) makes a general assignment for the benefit of its creditors; or (e) undergoes any analogous event or proceeding under the laws of any jurisdiction (each of the foregoing events, a “Bankruptcy Event”). In the event of a Bankruptcy Event involving Client, VOVE ID may alternatively elect to suspend Services and/or any access to Client Data, to the extent permitted by law, until adequate assurance of future payment is received.

11.4 Termination for Convenience of a Specific Order. The parties acknowledge that this Agreement is intended for B2B contracted services and does not generally allow unilateral termination for convenience during a committed term, aside from non-renewal per Section 11.2. However, if an Order Form explicitly permits either party to terminate that Order Form for convenience (e.g. a month-to-month plan that can be canceled on 30 days’ notice), then termination shall be effective for that Order Form as specified, and these Terms will continue to govern any remaining active Order Forms. Termination of one Order Form will not automatically terminate other Order Forms unless expressly stated.

11.5 Effect of Termination. Upon expiration or termination of this Agreement or an individual Order Form for any reason:

• Cessation of Services: VOVE ID will cease providing the terminated Services, and Client will immediately stop all access to and use of the terminated Services (including ceasing use of any VOVE ID SDKs or API keys in its applications). Client shall also uninstall or destroy any VOVE ID software or materials relating to the terminated Services, except to the extent retention is required for archival or legal purposes.

• Payment of Outstanding Fees: Client shall immediately pay all outstanding fees and charges accrued up to the effective date of termination. In addition, if the Agreement or an Order Form is terminated prior to the end of its term (except due to VOVE ID’s uncured breach or as otherwise expressly allowed), any unpaid fees for the remainder of the term shall become immediately due (as liquidated damages and not as a penalty).

• No Refunds: Except as expressly provided in this Agreement, termination shall not relieve Client of its obligation to pay any fees accrued or payable to VOVE ID, and Client shall not be entitled to any refund of fees paid. (If Client terminated for VOVE ID’s uncured material breach, or if VOVE ID terminated an Order Form under Section 9.2 option (c) due to an infringement claim, any refund due will be handled as stated in those sections.)

• Return of Client Data: Upon Client’s written request made within 30 days after termination, VOVE ID will provide Client with a copy of Client Data (for example, verification results or any documents provided by End Users) that was stored in the Service, in a common electronic format. After such 30-day period, VOVE ID may delete Client Data from the active environment for the terminated Services, except as otherwise prohibited by law or allowed under Section 5.4 and Section 7 (for backup, legal retention, etc.). VOVE ID’s obligations to retain or delete personal data after termination shall be governed by the DPA.

• Survival: Any provision of this Agreement that, by its nature, should survive termination or expiration shall survive, including but not limited to: Sections 4.2 (No Refunds), 5 (Confidentiality), 6.3-6.5 (Ownership and license provisions, to the extent needed to effect ongoing rights or restrictions), 8.4-8.6 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11.5 (Effects of Termination), 12 (Governing Law and Dispute Resolution), and 13 (General Provisions), as well as any accrued payment obligations or other provisions expressly stated to survive.

Termination of the Agreement shall not prejudice any rights or remedies of either party that have accrued prior to the effective date of termination. If this Agreement is terminated in its entirety, all Order Forms are terminated. If one or more Order Forms survive (for example, because only certain Order Forms were terminated or the Agreement was replaced by another for new business), then these Terms remain in effect for those surviving Order Forms.

12. Governing Law and Dispute Resolution

12.1 Governing Law. This Agreement, and any disputes arising out of or relating to this Agreement or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding its conflict of laws principles that would require application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. The parties agree that the Uniform Computer Information Transactions Act (UCITA), or any similar laws, will not apply even if adopted in Delaware. In addition, any applicable local implementation of Directive 2011/83/EU (Consumer Rights Directive) or other consumer protection statutes are acknowledged not to apply to this B2B Agreement.

12.2 Jurisdiction and Venue. The parties irrevocably agree that any legal action, suit, or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, USA (specifically, a state court of competent jurisdiction in Sussex County, Delaware, or the United States District Court for the District of Delaware, as appropriate). Each party consents to the exclusive jurisdiction and venue of such courts and waives any objection (including any objection based on inconvenience) to jurisdiction or venue in such forums.

12.3 Dispute Resolution; Injunctive Relief. In the event of any dispute or claim between the parties, the parties agree to first attempt in good faith to resolve the issue through informal negotiation between senior management of each party. If a dispute cannot be resolved amicably within a reasonable time (for example, 30 days), either party may proceed to litigation in the courts specified above. Nothing in this Agreement will prevent either party from seeking immediate injunctive or equitable relief from a court of competent jurisdiction (including courts outside of Delaware) in order to prevent irreparable harm, such as a breach of confidentiality or misappropriation of intellectual property, since monetary damages may not adequately remedy such harm.

12.4 Waiver of Jury Trial. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY in any legal proceeding for any dispute or claim arising out of or relating to this Agreement or the Services. This waiver is made knowingly and voluntarily by each party and is a material inducement for both parties to enter into this Agreement.

12.5 Class Action Waiver. The parties agree that any disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action. Client will not join any class action or bring claims on behalf of the general public or other clients against VOVE ID to the maximum extent permitted by law. (This provision is intended to reflect that this Agreement is a business-to-business contract; it does not grant any right to bring a class or collective action, which is not contemplated between sophisticated parties.)

13. General Provisions

13.1 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, to any third party without the prior written consent of the other party, and any attempt to do so without consent will be void. However, either party may assign this Agreement without the other’s consent: (a) to an Affiliate (provided that the assigning party remains responsible for its obligations hereunder and the Affiliate agrees in writing to be bound by these Terms); or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity not involving a direct competitor of the other party. In the case of any permitted assignment, the assigning party will provide prompt written notice to the other party. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. If a party undergoes a change of control to a competitor of the other party, the other party may terminate this Agreement upon written notice (with a refund of any pre-paid fees for the remaining term, in the case of VOVE ID terminating due to a competitor acquiring Client).

13.2 Entire Agreement. This Agreement (including all Order Forms, and any documents incorporated by reference such as the DPA and any exhibits or addenda hereto) constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings and communications, whether written or oral, between the parties regarding the same subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, or statement not expressly set out in this Agreement. In the event of a conflict between the terms in the main body of these Terms and an Order Form, the Order Form shall prevail (but only for that Order). In the event of a conflict between these Terms and the DPA regarding data protection matters, the DPA shall prevail. Any terms or conditions that appear on a purchase order or other ordering document (other than the Order Form or mutually executed agreement) issued by Client shall be void and of no effect even if the order is accepted or performed by VOVE ID; only the terms of this Agreement and the applicable Order Form will govern the relationship.

13.3 Modifications and Waivers. No modification or amendment of this Agreement (including any Order Form), and no waiver of any breach or default, will be effective unless in writing and signed by an authorized representative of each party. However, the parties agree that VOVE ID may update these Terms from time to time, for example to address changes in law or improvements to the Services, and such updated Terms will become effective for a given Client upon the next renewal of an Order Form or entry into a new Order Form, or upon a mutually agreed written amendment, whichever occurs first. VOVE ID will notify Client of material updates to the Terms reasonably in advance of renewal when feasible. No waiver of any breach of this Agreement shall be deemed a waiver of any other breach, and no waiver shall be effective unless in writing signed by the waiving party. The failure or delay of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s rights to subsequently enforce the provision.

13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (or, if not possible, it will be severed from this Agreement without affecting the validity of the remaining provisions). The remaining provisions of the Agreement will remain in full force and effect. In such case, the parties shall negotiate in good faith a lawful and enforceable substitute provision that most nearly reflects the original intent and economic impact of the invalid provision.

13.5 Relationship of the Parties. The parties are entering into this Agreement as independent contractors. Nothing in this Agreement shall create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind or act on behalf of the other party in any manner. Each party is responsible for its own expenses, employees, and operations. VOVE ID may identify Client as a customer as permitted in Section 6.6, but such reference does not imply any other relationship beyond that of service provider and client.

13.6 Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their permitted successors and assigns only. Except for Affiliates of VOVE ID or Client (to the extent expressly allowed to use or benefit from the Services under an Order Form) or as otherwise stated in this Agreement, there are no third-party beneficiaries to this Agreement. Notwithstanding the foregoing, the parties agree that VOVE ID’s Affiliates and VOVE ID’s licensors may enforce the provisions of this Agreement that relate to protection of intellectual property, disclaimers, and limits on liability. Apart from the foregoing, no third party shall have any rights under this Agreement.

13.7 Force Majeure. Neither party shall be liable for any delay or failure in performance (except for the obligation to pay money) due to causes beyond its reasonable control, such as wars, terrorism, acts of God, natural disasters, pandemics, strikes, labor disputes, governmental regulations or orders, electrical or telecommunications outages, cyber-attacks that could not be reasonably prevented, or other similar unforeseeable and extraordinary events (“Force Majeure”). The affected party shall provide notice to the other party as soon as practicable of the Force Majeure event and will use diligent efforts to mitigate its effects and resume full performance as soon as possible. If a Force Majeure event continues for more than thirty (30) days, either party may terminate any affected Order Form upon written notice without further liability (and if Client had pre-paid for services not provided due to such termination, VOVE ID will refund the pre-paid fees for the unused portion).

13.8 Notices. All notices, requests, consents, claims, and communications required or permitted under this Agreement (other than routine operational communications, such as support or system updates, which may be sent via the Services or email to designated contacts) shall be in writing and shall be deemed effectively given: (a) when delivered by hand or by a nationally recognized overnight courier service (receipt requested) to the addresses of the parties set forth on the Order Form or to such other address as a party may designate by notice; (b) on the fifth business day after being sent by registered or certified mail, return receipt requested, postage prepaid; or (c) on the first business day after being sent by email to the legal notice email address provided by each party (with confirmation of successful transmission retained). For clarity, notices regarding material breaches, indemnifiable claims, or termination must be delivered in a manner that generates a record of receipt (hand delivery, courier, certified mail, or email with confirmation). Either party may update its notice addresses by giving notice to the other party in accordance with this Section.

13.9 Export Compliance and Sanctions. The Services, software, and technology of VOVE ID may be subject to export control and economic sanctions laws of the United States or other jurisdictions. Client represents that it is not named on any U.S. government denied-party list (such as the Specially Designated Nationals list) and that it is not a national of, or an entity registered in, any country subject to comprehensive U.S. sanctions (currently including, for example, Cuba, Iran, North Korea, Syria, and the Crimea region) (collectively, “Sanctioned Jurisdictions”). Client shall not – directly or indirectly – export, re-export, transfer or make available the Services or any related technology to any destination, person, or entity restricted or prohibited by U.S. or applicable law (including to any Sanctioned Jurisdiction or any person on a sanctions list). Client shall ensure that its use of the Services complies with all applicable export, import, and sanctions regulations. VOVE ID may suspend or terminate the provision of Services if VOVE ID reasonably determines that doing so is required to comply with applicable export or sanctions laws.

13.10 U.S. Government End Users. If Client is a U.S. federal or state government entity or if this Agreement becomes subject to the Federal Acquisition Regulations (FAR), Client acknowledges that the Services are provided as “commercial items,” “commercial computer software,” and “commercial computer software documentation” with only those rights as are granted to all other users pursuant to the terms and conditions of this Agreement. Nothing in this Agreement requires VOVE ID to provide technical data pursuant to the Defense Federal Acquisition Regulations (DFARS) or similar procurement regulations.

13.11 Counterparts and Signatures. If this Agreement (or any Order Form) is executed in writing (physically or electronically), it may be executed in counterparts, each of which will be deemed an original and all of which together shall constitute one agreement. Execution of a signature page to this Agreement (or Order Form) and sending it by electronic means (e.g., as a scanned PDF attached to an email or via an electronic signature service) shall be as effective as signing and delivering the document in person.

13.12 Headings and Interpretation. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision. As used in this Agreement, “including” means “including without limitation”. Any list of examples following “including” or “such as” is illustrative and not exhaustive. In case of any ambiguity in this Agreement, it shall not be construed against either party as the drafter. If this document is translated into a language other than English and there is a conflict between the English text and the translated text, the English text shall govern (unless otherwise required by law).

13.13 Signatures and Acceptance. The individuals accepting or signing this Agreement or any Order Form on behalf of their respective organizations hereby represent and warrant that they have the authority to bind their organization to these terms. Client’s use of the Services (or signature of an Order Form) constitutes acceptance of these Terms.

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By entering into an Order Form governed by these Terms, the parties acknowledge that they have read and agree to all of the above terms and conditions.