Effective Date: July 1, 2020
1. Background Private Identity offers: (i) the Site, (ii) certain products and services including our recognition algorithms, and (iii) certain authentication services to our customers and end-users (collectively, the “Services”).
2. Modification. We reserve the right, at our discretion, to change these Terms upon notice to you at any time in our discretion. Such change will be effective thirty (30) days following posting notice of the change and of the revised Terms on the Site or through the Services. Your continued use of the Services thereafter means that you accept those changes.
3. Ability to Accept Terms. The Services are only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years old please do not visit or use the Services.
4. Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Services provided that you comply with these Terms and applicable law. We reserve the right to terminate or suspend your access to the Services at any time, for any reason or no reason, with or without notice to you. You agree that we will not be liable for any loss or damage caused directly or indirectly, by any such termination or suspension.
5. Restrictions. You shall not: (i) copy, distribute or modify any part of the Services without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Services; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Services; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services.
6. Intellectual Property Rights.
Content, Private Identity MFA, and Marks. The (i) content offered through the Services, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content”), (ii) the Private Identity MFA (“Authentication Tool”), and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Private Identity and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. Private Identity®, Private ID®, Private Identity®, the Private Identity logo, and other marks are Marks of Private Identity. All other trademarks, service marks, and logos used as part of the Services are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Services and the Content.
Use of Content. Content offered through the Services is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content offered by Private Identity is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
Services. Provided you comply with these Terms, Private Identity grants to you a limited, revocable, nonexclusive, non-assignable license to download the Private Identity MFA application onto a personal device and use the Private Identity MFA application for the sole purpose of accessing our authentication Services to enroll or authenticate yourself.
Private Identity permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Private Identity or present any false information about Private Identity and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website (“Third Party Website”) which prohibited linking to third parties; (v) such Third party Website does not contain content that (a) is offensive, defaming or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; (vi) you, and your website, comply with these Terms and applicable law; and (vii) you do not link to an inner page which is not accessible to unregistered or authorized users.
9. Warranty Disclaimers
This section applies whether or not your use of the Services are for payment. Applicable law may not allow the exclusion of certain warranties, so to that limited extent certain exclusions set forth herein may not apply.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. PRIVATE IDENTITY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, NON-INFRINGEMENT, AND THOSE WARRANTIES ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. PRIVATE IDENTITY DOES NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT PRIVATE IDENTITY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED, LINKED TO OR ADVERTISED ON THE SITE BY A THIRD PARTY.
10. Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PRIVATE IDENTITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF PRIVATE IDENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PRIVATE IDENTITY FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES EXCEED $100.00.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PRIVATE IDENTITY AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G., WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF A PARTY HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
11. Indemnity. You agree to defend, indemnify and hold harmless Private Identity and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Services; (ii) your interaction with any Service user; or (iii) your violation of these Terms.
12. Term and Termination. These Terms are effective until terminated by Private Identity. Private Identity, in its sole discretion, has the right to terminate these Terms and/or your access to the Services, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Private Identity shall not be liable to you or any third party for the termination of the Services, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services. Upon termination of these Terms, you shall cease all use of the Services. This Section 12 and Sections 5 (Intellectual Property Rights), 8 (Privacy), 9 (Warranty Disclaimers), 10 (Limitation of Liability), 11 (Indemnity), 13 (Independent Contractors) and 18 (General) shall survive.
13. Independent Contractors. You and Private Identity are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Private Identity. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Private Identity.
14. Jurisdictional Issues. The Services are controlled and operated from our offices in the United States. We make no representation that Content and other materials available through the Services are appropriate or available for use in other locations. Those who chose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
15. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Private Identity without restriction or notification to you.
16. Notice. Notices to you may be made via posting through the Services, on the Site, by email or by regular mail, in our discretion.
18. General. Private Identity reserves the right to discontinue or modify any aspect of the Services at any time. These Terms and the relationship between you and Private Identity shall be governed by and construed in accordance with the laws of New York (USA), without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Private Identity may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Private Identity concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.