Terms of Service

Effective: 26th November, 2021

IDlayr is the trading name of 4Auth Limited. In these Terms of Service (hereafter “Agreement” or “Terms”), “we”, “us”, “our”, “tru” or “IDlayr” will refer collectively to 4Auth Limited, with registered office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, United Kingdom and its affiliates. The terms “you”, “your” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the Services, you must review and accept these Terms by clicking on the “I Accept” checkbox or other mechanism provided. If you are registering for a customer account in order to use the Services on behalf of an organisation, then you are agreeing to these Terms for that organisation and promising to IDlayr that you have the authority to bind that organisation to these Terms (and, in which case, the terms “you”, “your” or “Customer” will refer to that organisation). The exception to this is if that organisation has a separate written agreement with IDlayr covering the use of the Services, in which case that agreement will govern such use.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND IDLAYR. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” CHECKBOX AND YOU SHOULD NOT USE THE SERVICES.

When we refer to the “Services” in these Terms, we mean to include all products and services that IDlayr offers, and that you order under an Order Form or by using the IDlayr customer account. This also includes our services provided to you on a trial basis or otherwise free of charge. Services may include products that provide both (a) the platform services, including access to any application programming interface (“API”), and (b) where applicable, connectivity services, that link the Services to the telecommunication providers’ networks via the Internet.

When we refer to the “IDlayr API” we mean an application programming interface for the Services (or feature of the Services) provided to you by us.

When we refer to the “Documentation” we mean all of the IDlayr API instruction manuals and guides, code samples, manuals, guides, on-line help files and technical documentation made publicly available by us for the Services, and as may be updated from time to time.

When we refer to the “Customer Application” we mean any software application or service that Customer makes available through or creates, using developer tools provided by IDlayr or that interfaces with the Services.

If you have any questions, you can reach IDlayr at [email protected]

Table of Contents

Your IDlayr Account

To use the Services, you will need to create a customer account. When registering for an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You may also create sub-accounts within each account. You must keep that information true, accurate, current and complete after you create each account.

You are solely responsible for all use (whether or not authorised) of the Services under your customer account(s) and any subaccount(s), including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application (“End Users”). You agree to take all reasonable precautions to prevent unauthorised access to or use of the Services and will notify us promptly of any unauthorised access or use. We will not be liable for any loss or damage arising from unauthorised use of your customer account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.

Access and use of the services

Provision of the services

We will make the Services available to you in accordance with these Terms, the Documentation and any applicable Order Forms. The Services will comply with these Terms which may be updated from time to time. We will provide the Services in accordance with laws applicable to IDlayr’s provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation and any applicable Order Form. You may use the Services, on a non-exclusive basis, solely: (a) to use the Documentation and IDlayr APIs as needed to develop your Application; (b) to use and make the Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy; (c) in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your affiliates to use the Services (subject to Section 13 (Affiliates)) pursuant to this Section 2.

Customer Responsibilities, Restrictions and Requirements

You and your End Users have a number of responsibilities you must carry out, and there are some restrictions on what you can do with them and requirements that you must follow if you use the Services.

Your Responsibilities

You will: (a) be solely responsible for all use (whether or not authorised) of the Services and Documentation under your account, including for the quality and integrity of Customer Data and each Customer Application; (b) use Services only in accordance with this Agreement, the Documentation, Order Forms or other applicable terms relating to the use of the Services, and applicable laws; (c) be solely responsible for all acts, omissions and activities of your End Users, including their compliance with these Terms, Documentation, and any Order Forms or other terms of sales of the Services; (d) do your best to prevent unauthorised access to or use of the Services and notify IDlayr promptly of any such unauthorised access or use; (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (f) comply with the representations and warranties you make in Section 14 (Representations and Warranties) below.

Services Usage Restrictions

With regard to the Services, you agree that: (a) except to make the Services available to your End Users in connection with the use of each Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis; (b) you will ensure that the Services are used in accordance with all applicable law and third party rights, as well as these Terms, as amended from time to time; (c) you will ensure that we are entitled to use your Customer Data, as needed to provide the Services; (d) you will not use the Services in any manner that violates any applicable law; (e) You will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service; (f) you will not create multiple Customer Applications or Service accounts to simulate or act as a single Customer Application or Service account (respectively) or otherwise access the Service in a manner intended to avoid incurring fees; (g) except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Services.

Suspension of Services

In addition to suspension of the Services for non-payment of fees as described in Section 6 (Fees and Payment), we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of these Terms or related agreements; (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding, or € there is any use of the Services by Customer or End Users that in IDlayr’s judgment threatens the security, integrity or availability of the Services. However, IDlayr will use commercially reasonable efforts under the circumstances to (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic); and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.

Effect of Suspension

Upon IDlayr’s suspension of Customer’s use of or access to any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by Customer, notwithstanding the suspension, (ii) Customer remains liable for all fees, charges and any other obligations Customer has (or Customer’s Account has) incurred through the date of suspension with respect to the Services, and (iii) all of Customer’s rights with respect to the Services will be terminated during the period of the suspension.

Customer Data

“Customer Data” consists of data (such as mobile phone numbers) and other information made available to us by or for you through the use of the Services under these Terms

Data Privacy

The terms of the Data Protection Addendum made part hereof (“Data Protection Addendum”) shall apply when personal data is being processed pursuant to this Agreement. Additionally, personal data may be disclosed in accordance with the Privacy Policy. You acknowledge that you have read our “Privacy Policy” and understand that it sets forth how we will collect, store, use and disclose your Customer Data including personal data. If you do not agree with our Privacy Policy, then you must stop using the Services immediately.

You instruct us to use and disclose Customer Data as necessary to (a) provide the Services consistent with IDlayr’s then-current Data Protection Addendum, Privacy Policy, Section 8 (Confidentiality), and this Section 4, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services, and (b) respond to any technical problems or your queries and ensure the proper working of the Services. We are not responsible for any interception or interruption of any communications through the internet or for changes to or loss of Customer Data in connection with the Services.

Changes to these Terms

Prior notice of changes:

IDlayr may update these Terms from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your account portal or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by IDlayr, updates will be effective upon the effective date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.

Your acceptance:

Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.

Exceptions:

IDlayr may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.

Fees and Payment

Fees

You agree to pay fees in accordance with the rates listed on our website, unless otherwise set forth in an order form or order confirmation between the parties (an “Order Form”).

Additionally, we will charge you, and you shall pay, in accordance with this Section 6, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your use of the Services.

We reserve the right to change pricing from time to time. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount.

Prepayment

Except as set forth in the next sub-section, Customer shall pay in advance for the Services in the currency specified by IDlayr, without the right of set-off, deductions, or counterclaim. Some of the Services may accept recurring period charges as agreed to by Customer on the Site. By choosing such auto-reload payment plan, Customer acknowledges that such Services have a recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation.

IDlayr may submit periodic charges (e.g. monthly) without further authorisation from Customer, until Customer provides prior notice (receipt of which is confirmed by IDlayr) that Customer has terminated this authorisation or wishes to change its payment method. Such notice will not affect charges submitted before IDlayr reasonably could act. Customer must provide current, complete and accurate information for its billing account. If Customer has requested auto-reload payments, Customer must promptly update all information to keep its billing account current, complete and accurate (such as change in billing address, credit card number or credit card expiration date), and Customer must promptly notify IDlayr or its payment processor if Customer’s payment method is cancelled (e.g. due to loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorised disclosure or use of Customer’s user name or password. Customer fails to provide any of the foregoing information, Customer agrees that IDlayr may continue charging Customer for any use of paid services under the billing account unless Customer has cancelled auto-reload or terminated its paid services as set forth above.

Post-payment

Where authorised by IDlayr in writing, IDlayr will invoice Customer for the Services monthly in arrears, and payment shall be due 30 days following the date of invoice, without deduction. Invoices may be sent to the e-mail address specified in Customer’s Account, and shall be deemed received on the date sent. Customer shall pay interest on past due amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, and shall be responsible for all costs of collection. If Customer disputes any invoiced charges exceeding EUR 1,000 in writing provided to IDlayr, and such disputes are reasonable and made in good faith (as reasonably determined by IDlayr), then (i) the Parties shall discuss and attempt to resolve the dispute in good faith in a timely manner, and (ii) Customer may withhold the disputed portion of the invoice exceeding EUR 1,000 if Customer has paid the undisputed portion of the invoice in accordance with the Agreement, until the dispute is resolved. Customer’s credit shall be limited to the amount indicated by IDlayr from time-to-time in connection with Customer’s Account.

Taxes

Unless otherwise provided on the pricing page on our website, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). Customer will be solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts Customer owes IDlayr, but will not be responsible for taxes based on IDlayr’s net income. Customer may present IDlayr with an exemption certificate eliminating Customer’s and IDlayr’s liability to pay certain Taxes. Once IDlayr has received and approved the exemption certificate, Customer shall be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those taxes, Customer shall pay those Taxes to IDlayr, plus any applicable interest or penalties. Such notice will not affect charges submitted before IDlayr reasonably could act.

Billing Disputes

Billing disputes must be initiated within 30 days of the date the Service was provided, by contacting IDlayr at [email protected]. Upon expiration of such 30-day period, Customer will not be entitled to dispute any fees paid or payable to IDlayr. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts owed. Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section 18 (Arbitration & Dispute Resolution) below. Other than in accordance with the foregoing, fees paid are non-refundable.

Ownership and IP

General

As between you and IDlayr, we exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and all anonymized or aggregated data resulting from use and operation of the Services and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Feedback”). As between you and IDlayr, you exclusively own and reserve all right, title and interest in and to each Customer Application, Customer Data and your Confidential Information.

Feedback

We welcome your Feedback about the Services. But please know that by submitting Feedback you agree that: (a) we are not under any obligation of confidentiality with respect to your Feedback; (b) we may use or disclose (or choose not to use or disclose) your Feedback for any purpose and in any way; (c) we own your Feedback; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Feedback.

Use of Marks

You grant IDlayr the right to use your name, logo, and a description of your use case to refer to you on IDlayr’s website, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.

Publicity

Customer will not issue any press release or other public statement relating to this Agreement, except as may be required by law or agreed by IDlayr in writing signed by an authorised representative of IDlayr’s Corporate Communications department.

Confidentiality

Confidential Information

“Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (and for IDlayr to provide the Services) and it will not disclose such information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for IDlayr to provide the Services or make other disclosures identified in the Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorised use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this Section. In addition, IDlayr may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

Indemnification

Customer Indemnification

Customer agrees to defend, indemnify and hold harmless IDlayr, its Affiliates, suppliers, and partners, and each of their respective employees, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) unauthorised or prohibited use of the Services, including violations of applicable law, by Customer, its Affiliates or its or their End Users, employees, agents or subcontractors; (ii) Application Content, (iii) claims by End Users to the extent they purport to extend IDlayr’s liability or obligations beyond the limitations and disclaimers set forth in this Agreement, or (iv) gross negligence or wilful misconduct of Customer, its Affiliates or its or their employees, agents or subcontractors.

Procedure

IDlayr shall notify Customer promptly after IDlayr learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of IDlayr to the extent that Customer is prejudiced. IDlayr shall not admit any liability whatsoever. Customer shall be entitled to take sole control of the defence and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to IDlayr, subject to IDlayr’s approval of Customer’s counsel, such approval not to be unreasonably withheld or delayed. IDlayr shall cooperate in all reasonable respects with Customer and its attorneys in the defence of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with Customer’s defence. All settlements of indemnifiable claims under this Section shall: (i) be entered into only with IDlayr’s consent if such settlement requires any admission of guilt or imposes any restriction on IDlayr; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.

Beta Versions

From time to time, IDlayr may make Beta Versions available to you at no charge. You may choose to try such Beta Versions or not in your sole discretion. IDlayr may discontinue Beta Versions at any time in our sole discretion and may decide not to make a Beta Version generally available. For avoidance of doubt, such Beta Versions are not “Services” under these Terms. “Beta Versions” means services that are identified as alpha, beta, non-GA, restricted access, developer preview, or any such similarly designated services, products, features, and documentation offered by IDlayr.

Customer acknowledges and agrees that the Beta Version may contain, in IDlayr’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Beta Version. IDlayr reserves the right not to release later commercial release versions of the Beta Version. Without limiting any disclaimer of warranty or other limitation stated in this Agreement (or any separate terms and conditions that would otherwise be applicable to such Beta Versions), Customer agrees that Beta Versions are not considered by IDlayr to be suitable for commercial use, and that may contain errors affecting their proper operation.

IDlayr mobile console app

IDlayr offers a mobile app which allows customers of our platform to use some common console functionality from their mobile devices. We offer apps for iOS and Android, and in order to use one, you can download them from the Apple Store or the Google Play Store. You do not need to use the app, and if you don’t these terms are not relevant to you.

The functionality this app offers falls under two classes:

Limited console functionality: View your API usage and account balance, existing projects and associated properties such as credentials, mode, and when they were created.

Optionally enabled functionality, if a user wants to use it, provided they are on a supported mobile network, including:

trying a verification to see the end-user experience
enabling your device to allow you to login to your IDlayr account
joining the IDlayr Developer Program

If you do elect to do any of the above, you authorise your wireless carrier to use or disclose information about your account and your wireless device, if available, to IDlayr for the duration of your business relationship, solely to help IDlayr identify you or your wireless device, and to prevent fraud. See our Privacy Policy for how we treat your data. You can revoke this authorisation at any time by emailing us at [email protected].

What personal information our app collects

Device identifiers

When you download and install an app, we receive information about the device that you have installed the app on, including a unique identifier for the app installed on your phone. We collect this to ensure we deliver the right version of the app for your device and so that we can provide appropriate follow up support as necessary.

Phone numbers

You do not have to provide IDlayr a phone number to be able to use the app. We cannot identify the number you’re using unless you provide it to us. If you do provide it, we store this phone number to allow you to enable and experience advanced features of the app and your IDlayr console. Your phone number is stored in your app’s local cache. stores a one-way hash of your phone number and the prefix (first five digits of your E.164 phone number). We use the prefix to determine which country and mobile network a registered device belongs to. We also use the phone number you provide us to verify you’re in possession of it on demand by you, and ad-hoc as necessary for us to test connectivity to the mobile network operator that you’re on.

What we use your personal information for

If you choose to join the developer program using the IDlayr console app, we use your device identifier to remotely send your device a request to initiate a phone verification for the number you’ve enrolled with. We use the phone number you’ve enrolled to create a phone verification request. We record the result of these tests to understand whether our products are working as expected.

None of this data is ever shared outside of IDlayr.

How we secure your personal information

We use appropriate measures to protect the security of your personal information both online and offline. These measures vary based on the sensitivity of the information that we collect, process and store and the current state of technology. Please note though that no service is completely secure. So, while we strive to protect your personal information, we cannot guarantee that unauthorised access, hacking, data loss or a data breach will never occur.

There are also things you can do to add extra protection to your IDlayr account. First, you should password protect or activate biometrics (like Touch ID) for all devices on which you have downloaded the mobile console app. This will prevent unauthorised users from accessing your mobile console app.

While you can install the IDlayr mobile console app on multiple devices, you can only register one phone number to one device. If you lose access to a device, you should contact us at [email protected] so we can dissociate “Login with your phone” from your lost device.

Mobile data related charges

You may incur charges for mobile data usage when a verification is triggered by you. You may also incur charges for mobile data usage if you are a part of the developer program, and tru.I is not liable for these charges. The amount of data consumed per verification is less than 8kb per verification. In appreciation of your enlistment into the developer program, you receive verification credits for 1000 verification requests and merchandise from . The API credits cannot be exchanged for a monetary amount, they can only be used towards payments of verification services on the platform.

IDlayr Developer Program

The IDlayr developer program is an optional feature of the IDlayr mobile console app.

By enrolling your device for the IDlayr Developer Program, you consent to allowing IDlayr to trigger silent, background, ad-hoc verifications of the phone number that you provide us against that of the SIM card in the device through PhoneCheck and SIMCheck. These checks do not gather any other data about you, your IDlayr account, or your device, besides whether we were able to successfully verify a previously registered (verified) phone number with your mobile network operator associated with that phone number. We do this so we can detect a degradation of our service for a mobile network operator(s) API to our platform. In addition to this, we also compensate you for your enrolment and support by offering credit for 1000 live verification API checks.

You do not need to be a customer of the platform to enrol into the Program. Enrolment is voluntary and independent of your usage of IDlayr as a customer.

Should you request deletion of your IDlayr account, you will lose access to the platform, the mobile developer app, and you will automatically be removed from the developer program.

There is no time limit for using up credits allocated to you as part of the Developer Program. Once you select, or if you have already selected, a currency and topped up with a monetary amount before you join the Developer Program, you will receive a credit to your account balance equivalent to 1000 verifications in the country where your account is registered to.

If you install the IDlayr mobile console app on multiple mobile devices, you may enrol both devices into the developer program — so long as you have a different phone number for every device. Note, however, that you only receive credits for your user account, not devices. This means you only receive 1000 API credits.

You may opt out of the Program whenever you wish. If you opt out of the program before 31 days from when you first enrolled into it, we reserve the right to withdraw any issued credit. Credit is not pro-rated and any provisioned credit can be consumed whenever you wish. If you choose to opt-out and then rejoin the program, your will not receive additional new credits.

Affiliates

Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. The term “control” means more than 50% ownership. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates are not permitted to purchase Services using the Terms of Service that you accepted. Instead your affiliates will need to accept the Terms themselves. If your affiliates use the Services under these Terms, then you and those affiliates will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.

Representations, Warranties and Disclaimers

(a) Representations

IDlayr represents and warrants to Customer that it (i) has the corporate power and authority to enter into this Agreement and perform its obligations hereunder, and (ii) is authorised to do business and provide the Services.

(b) Customer Data

You represent and warrant that you have provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 4 (Our Use of Customer Data).

(c) Assumption of Risk

IDlayr has no special relationship with or fiduciary duty to Customer. Customer acknowledges and agrees that IDlayr has no control over and has no duty to take any action regarding and shall have no liability for acts, faults or omissions of any third party telecommunications systems, networks or operators (including, without limitation, suspension or termination of IDlayr’s connections, or faults in or failures of their apparatus or network), in the jurisdictions in which it operates.

(d) DISCLAIMER

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND IDLAYR CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IDLAYR, AND IDLAYR’S SUPPLIERS, PARTNERS AND LICENSORS, AND EACH OF IDLAYR’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) ANY CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (IV) THE CONTENT ON THE SITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, APPROPRIATE, COMPLIANT, OR COMPLETE, OR (V) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. CUSTOMER’S USE OF THE SERVICES IS SOLELY AT CUSTOMER’S OWN RISK. IDLAYR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND IDLAYR WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES.

(e) Reservation of Rights

IDlayr reserves the right, but is not obligated, to monitor and audit Customer’s use of the Services for any reason or no reason, without notice, to ensure Customer’s compliance with this Agreement. IDlayr reserves the right, but is not obligated, to reject, refuse to transmit or post, block, or remove any posting (including Application Content), or to restrict, suspend or terminate Customer’s access to all or any part of the Services at any time if Customer has violated this Agreement or to prevent harm to IDlayr’s business or reputation. IDlayr also reserves the right to access, read, preserve, and disclose any information that IDlayr reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental or agency request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of IDlayr, its customers, its customers’ end users, and/or the public. Customer agrees to provide IDlayr with any information IDlayr reasonably requests to investigate and resolve problems relating to Customer’s Account.

(f) Deletion of Customer Data

Except as agreed by IDlayr and Customer in writing, IDlayr may periodically delete Customer’s data including any Application Content. Further, data storage is not guaranteed by IDlayr and IDlayr shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that Customer may incur relating to the loss or deletion of Customer’s data.

Duration and Termination

Duration

These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with this Section 15.

Termination for Convenience

Customer may terminate its use of the Services any time for any reason, and may close its Account by following the instructions on our website or by contacting IDlayr at [email protected]. IDlayr may terminate this Agreement by providing 60 days’ advance notice to Customer.

Termination for Cause

IDlayr may suspend Customer’s right to use the Services or terminate this Agreement in its entirety (and, accordingly, Customer’s right to use the Service), for cause: (A) if Customer is in breach of this Agreement and has failed to cure such breach within 30 days after written notice thereof, or (B) immediately (i) upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer’s assets, failure to continue Customer’s business in the ordinary course, assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding, or (ii) if Customer is in default of any payment obligation with respect to any of the Services or if any payment mechanism Customer has provided to IDlayr is invalid or charges are refused for such payment mechanism.

Effect of Termination and Survival

Upon termination of this Agreement, for any reason: (i) Customer remains liable for all fees, charges and any other obligations accrued and owed by Customer through the effective date of such termination, (ii) except as expressly set forth herein, all of Customer’s rights under this Agreement will immediately terminate and Customer shall cease using the Services, and (iii) any balance on Customer’s Account remaining after termination of this Agreement will be repaid to Customer within twenty (20) business days following termination. All amounts accrued or owed to IDlayr in connection with this Agreement and Sections 3, 6, 7, 8, 9, 12 (b)-(f), 13, 14, 15, 16, and 17 shall survive any termination of this Agreement. Following any suspension or termination of this Agreement or Customer’s Account other than for breach, Customer may request any post-termination assistance that IDlayr may elect to make generally available with respect to the Services such as data retrieval arrangements, subject to and conditioned upon Customer’s advance payment of fees and acceptance of all terms and conditions that IDlayr specifies in writing with respect thereto.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDLAYR OR IDLAYR’S PARTNERS, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (II) ANY LIABILITY THAT EXCEEDS THE GREATER OF 50,000 GBP OR THE AMOUNT OF FEES ACTUALLY PAID TO IDLAYR IN THE 6MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (III) USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGENCY SERVICES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of (i) England and Wales if Customer’s principal place of business is outside of the United States; and (ii) the State of Delaware if Customer’s principal place of business is inside of the United States, in each case without reference to its principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. Without limiting the preceding language, Customer agrees to submit, for purposes of this Agreement, to the jurisdiction and venue of (x) the courts of London, England if Customer’s principal place of business is outside of the United States; and (y) the state and federal courts located in the State of Delaware if Customer’s principal place of business is inside of the United States. CUSTOMER AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES OR IDLAYR MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Arbitration and Dispute Resolution

Escalation to Management

In the event either Party has a dispute or claim against the other Party (except with respect to billing disputes), the disputing Party shall provide written notice to the other Party. The Parties agree to escalate disputes to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both Parties within 30 calendar days of the receipt of notice. Neither Party shall pursue or commence proceedings regarding the dispute in any court, administrative arbitral or other adjudicative body prior to engaging in such consultations and negotiations.

Binding Arbitration

If negotiations fail to resolve the dispute within 30 calendar days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to intellectual property rights, indemnity, or confidentiality obligations, fraudulent or unauthorised use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent IDlayr or Customer from terminating Services in accordance with the Agreement.

Location and Procedure

A Party who intends to seek arbitration must first send to the other Party a written notice of dispute, which must describe the nature and basis of the dispute and set forth the specific relief sought. The location of arbitration will be: (a) in London, England and in accordance with the rules then in effect of the International Chamber of Commerce (“ICC”) if Customer’s principal place of business is outside of the United States; and (b) in New York, New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, if Customer’s principal place of business is inside of the United States, in which case this dispute resolution provision will be governed by the Federal Arbitration Act and not by any state or national law concerning arbitration. The amount of any settlement offer made by Customer or IDlayr shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or IDlayr is entitled. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

Jury Trial and Class Action Waiver

Each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favour of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. The arbitrator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST IDLAYR ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY WAIVES ITS RIGHT TO BRING A CLASS ACTION SUIT. The arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Equitable Relief

Notwithstanding the foregoing, each Party shall be entitled to enforce its intellectual property rights and seek equitable relief in any court of competent jurisdiction at any time.

Miscellaneous

Entire Agreement

This Agreement constitutes the entire agreement between Customer and IDlayr with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and IDlayr with respect thereto. The section and paragraph headings in this Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by IDlayr or its employees and other representatives will create any obligations or warranty on behalf of IDlayr unless otherwise agreed in writing signed by an authorised IDlayr representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of this Agreement drafted in more than one language, the English language version shall govern and prevail.

Modifications/Waivers

Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on IDlayr’s behalf may only be given by an authorised signatory of IDlayr. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Severability

If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.

Force Majeure

Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labour difficulties, war, sabotage, pandemic, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. Either Party’s invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided nor permit Customer to terminate any Services except as expressly provided herein.

Notices

Customer hereby authorises IDlayr to send notices to Customer relating to this Agreement (e.g., Service updates, notices of breach and/or suspension) via email to the email address Customer provides to IDlayr in Customer’s Account, in addition to the other means and methods set forth in this Agreement. It is Customer’s responsibility to keep Customer’s email address current, and Customer will be deemed to have received any email sent to the last known email address IDlayr has on record for Customer. Notices that IDlayr sends to Customer via email will be deemed effective upon IDlayr’s sending of the email. Notices provided to IDlayr under this Agreement shall be sent to the attention of Customer’s account manager, with a copy sent to the following address with respect to any legal matters, at:

4Auth Limited Holborn Gate, 330 High Holborn, London WC1V 7QH, United Kingdom Attn: Legal Department [email protected]

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent via next day delivery by recognised overnight delivery service.

Relationship of the Parties

The relationship of the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. IDlayr and Customer shall be independent Parties and shall discharge their contractual obligations at their own risk subject to the terms of this Agreement.

Assignment

This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Customer shall not assign this Agreement without IDlayr’s prior written consent.

Terms of Service

insights for your inbox

Sign up for our newsletter