MATI GLOBAL ID TERMS AND CONDITIONS OF USE

 

In accordance with the Federal Law for Personal Data Protection Held by Private Parties (hereinafter the “Law”), and any other applicable commercial legislation, MATI TECHNOLOGIES SOCIEDAD DE RESPONSALIDAD LIMITADA DE CAPITAL VARIABLE, (hereinafter “Mati”), a subsidiary of Matilock, Inc., with domicile in Mexico City, hereby provides the Terms and Conditions (hereinafter the “Terms”) which will at all-time regulate the legal relationship between Mati´s users (hereinafter “User” or “Users”) and Mati.

1. Acceptance of the Terms.

This document provides the Terms and Conditions under which the digital authentication and identification services provided by Mati under the “Global ID” product banner (hereinafter “Mati’s Services”) will be accessible to the User. By using Mati’s Services, you accept to be fully and unconditionally obliged by these Terms and Conditions.

Given its a service whose hiring will be done electronically, the user’s consent and acceptance will be perfected since Mati receives the customer´s acceptance of the customer is received to Mati through any electronic media.

2. Provision of the Services.

Subject to Customer’s compliance with the provisions of these Terms, commencing on the Service Start Date and continuing throughout the remainder of the Term, Mati will provide the Services in accordance with and subject to these Terms.

3. Services License.

Subject to Customer’s compliance with the provisions of these Terms, Mati grants to Customer a worldwide, non-exclusive and non-transferable right and license to: (i) access and use the Licensed Work; and (ii) install and use the Products solely in connection with the Mati Services. Mati reserves all rights in the Licensed Work and Mati Services not expressly granted in this Section. Unless otherwise agreed between the Parties, Customer may access and use the Licensed Work and Mati Services solely for its internal business purposes to provide Services directly to Users.

4. User Information License.

Customer hereby grants to Mati all necessary rights to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the User Information (including any rights specifically pertaining to biometric information) solely to the extent necessary to provide the Services which will include the right for Mati to grant equivalent rights to its service providers that perform services that form part of or are otherwise used to perform the Services. Customer further grants to Mati all necessary rights to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display usage data (such as, by way of example and not by way of limitation, numbers of verifications) in an aggregated form that does not identify individual persons or organizations, in order to compile statistics regarding use of the Mati Services and/or to improve the Mati Services.

5. Restrictions.

Customer has no right to and shall not attempt to interfere with or disrupt the Mati Services or the Licensed Work or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). Customer has no right to and must not:

a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods underlying ideas, or file formats of the Licensed Work, for any purpose;

b) remove any identification markings, including but not limited to copyright notices and trademarks, from the Licensed Work;

c) make any modification or enhancement to the Licensed Work, or any portion thereof;

d) copy, sell, resell, OEM, lease, assign, distribute or transfer in any manner or form, in whole or in part, of the Licensed Work or Services;

e) use the Licensed Work to develop or distribute any software product that competes in the marketplace with the Products or Services referenced herein; or transfer any of its rights hereunder.

6. Acceptable Use Policies.

Customer acknowledges and agrees that Mati does not monitor or police data transmitted through the Mati Services and that Mati shall not be responsible for the content of any such communications or transmissions. Customer shall use the Mati Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. Customer acknowledges that the Mati Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems or weapons control systems, or where failure could lead to death, personal injury or environmental damage. Customer shall not use the Services for such purposes or under such circumstances.

7. Unauthorized Use.

Customer further agrees to take all reasonable steps to ensure that unauthorized persons will not have access to any of the Licensed Work and that all authorized persons having access will refrain from any disclosure, duplication or reproduction of the Licensed Work except to the extent permitted under this Agreement.

8. Fees

Customer hereby agrees to comply with and adhere to the Fee Policy described in Appendix A hereunder.

[For clients located in Mexico, please refer to Appendix A, section 1.b.i) for specific Fee policies]

9. Warranties

a. Service Warranties.

Mati warrants to Customer that the Services will be performed in a professional manner, consistent with generally accepted industry standards, and that the Mati Services will substantially conform with the Documentation. If Mati fails to perform the Services in accordance with the preceding warranty the sole and exclusive remedy of Customer for a breach of this limited warranty by Mati shall be to require Mati to use commercially reasonable efforts to re-perform the Services as soon as is reasonably practicable, but in no event, later than fifteen (15) days from the date Customer notifies Mati of the same.

b. Mutual Warranties.

In addition, each Party represents and warrants that (a) it has all right and authority necessary to enter into this Agreement, and (b) it has all necessary licenses, permits and registrations required by the applicable legislation to perform its obligations hereunder, and c) it will comply with the necessary laws and regulations concerning customer identification, as applicable, including but not limited to, the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”) [for customers in the United States of America, or outside the United States of America, but under the purview of these statutes].

c. Disclaimer.

Mati does not warrant that the Services will be provided without error. Customer assumes sole responsibility and liability for results obtained from the use of the Products and for conclusions drawn from such use. Mati shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Mati by Customer in connection with the Products or Services or any actions taken by Mati at Customer’s direction. Mati shall have no liability for any claims, losses or damages arising out of or in connection with Customer’s or any User’s use of any third-party products, services, software or web sites that are accessed via links from within the Licensed Products or mati Services.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

10. CUSTOMER OBLIGATIONS

General Obligations. Customer shall: (a) integrate the Licensed Products into its User verification workflow, consistent with all applicable laws and regulations, (b) implement appropriate information security controls having regards to the sensitivity of the User Information, (c) notify Mati as soon as reasonably practical of any non-conforming transmissions, failure to receive transmissions or failure to send or receive such transmissions, (d) accurately supply all requested data fields, (e) set reasonable data processing and transmission parameters to minimize the cost of delivering the service, (f) implement and maintain appropriate safeguards to identify data and processing errors, (g) maintain its own computer and telecommunication systems for communication and data exchange with Mati, (h) monitor and restrict the use of all passwords, user identification numbers and other security measures subject to their control and in accordance with Customer’s policies, (i) select qualified personnel to operate systems, software and equipment interfacing the Mati Services, (j) train all personnel in the use of the Mati Services, (k) ensure that any use it makes of the Mati Products and Services relates to a representative population of its Users and identification document types (and is not used for targeted categories of Users or identification document types), and (l) implement any country-specific compliance requirements specified in the Documentation. Without prejudice to Mati’s other rights under this Agreement, if a Customer fails to comply with the foregoing obligations, Mati may delay performance of the Services until: (i) Customer is fully compliant with those obligations; or (ii) the Parties agree to a reasonable increase in the Fees to reflect any non-compliance.

a. Customer’s Obligation to Keep Current:

Customer acknowledges and agrees that it is a condition of the provision of the Services by Mati, that all solutions, corrections, or improvements provided to it by Mati are implemented by Customer within three months of release. Customer further recognizes that its failure to implement such solutions, corrections, and improvements may render the Products unusable or defective.

11. CONFIDENTIALITY INFORMATION

a. Confidentiality Obligations.

As between the Parties, the Confidential Information of each Party will remain its sole property. Each Party will protect Confidential Information from disclosure using the same care it uses to protect its own confidential information of like importance, but not less than reasonable care. The Party employing or engaging persons having access to the Confidential Information of the other Party is responsible and liable for their compliance with such confidentiality obligations. Notwithstanding the foregoing, if a Party receiving Confidential Information becomes, under lawful process, subject to a demand for discovery or disclosure of such information, it will give the owner of the Confidential Information notice of the demand prior to furnishing the requested information and will, upon the request of and at the expense of the owner of the Confidential Information, cooperate with such Party in seeking reasonable arrangements to protect the confidential nature of such information.

b. Enforcement.

Both Parties acknowledge that, in the event of a breach of its obligations under this Section, the non-breaching Party may bring an appropriate legal action to enjoin any such breach of this Agreement without the need to obtain a bond or other security.

12. MANAGEMENT OF DATA

Mati gathers certain personal information from its Users, the information may vary from country to country depending on the information contained in the national identification document used. Mati safely stores the pictures (without any text extraction) taken from its verification process for storage. Users are always in control of their personal information, therefore they may request for deletion or rectification by email at carlos@mati.io

[For Users located in the United Mexican States, please refer to Appendix B for specific privacy policy]

13. INFORMATION SECURITY

Mati warrants that:

a) it shall be responsible for the security of User Information stored, processed or transmitted by Mati pursuant to these Terms; and

b) Mati shall comply with the appropriate legislation and accepted industry standards, as they may be updated from time to time.

14. INTELLECTUAL PROPERTY

a. Customer Indemnification.

Customer shall defend (or settle), indemnify and hold harmless Mati, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim that: (i) a third party has suffered injury, damage or loss resulting from Customer’s or a User’s use of the Services (other than any claim for which Mati is responsible under this Section); or (ii) Customer or any User has used the Services in a manner that violates Section b. Customer’s obligations under this Section are contingent upon: (a) Mati providing Customer with prompt written notice of such claim; (b) Mati providing reasonable cooperation to Customer, at Customer’s expense, in the defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim.

b. Mati Indemnification.

Mati shall defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Services infringe or misappropriate the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer. Mati’s obligations under this Section are contingent upon: (a) Customer providing Mati with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Mati, at Mati’s expense, in the defense and settlement of such claim; and (c) Mati having sole authority to defend or settle such claim. In the event that Mati’s right to provide the Services is enjoined or in Mati’s reasonable opinion is likely to be enjoined, Mati may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to Customer. THE FOREGOING STATES THE ENTIRE OBLIGATION OF MATI AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SUBSCRIPTION SERVICES. Mati shall have no liability under this Section to the extent that any third party claims described herein are based on use of the Services in a manner that violates this Agreement or the instructions given to Customer by Mati.

c. Exclusions.

Notwithstanding the foregoing, Mati will have no liability for any claim of infringement based upon any infringement claim for Customer’s: (a) use of a superseded or altered release of the Licensed Work if the infringement would have been avoided by the use of a current unaltered release of the Licensed Work that Mati provided or made available to Customer; or (b) use of the Licensed Work which has been modified pursuant to either Customer’s specific request or Customer’s individual modifications or enhancements to the Products; (c) use of the Licensed Work: (i) other than in accordance with this Agreement, (ii) other than under normal use as set forth in the Documentation, or (iii) in combination with other software or equipment not provided by Mati if such infringement would not have occurred without such use or combination; or (iv) continuing the allegedly infringing activity after notice.

15. RESPONSIBILITY FOR REGULATORY COMPLIANCE

a. Compliance.

Mati is responsible for compliance with laws and regulations which relate to the provision of the Services. Customer is responsible for laws and regulations which relate to the purchase of the Services or the provision of the Services to actual or potential Users.

b. Audit

Mati will use commercially reasonable efforts to co-operate with any audit initiated by a regulatory or similar government department or agency with authority over the Customer, to the extent necessary to allow the Customer to discharge any mandatory obligation under applicable law. Customer shall be responsible for all reasonable costs incurred by Mati with respect to such audit.

16. REFERENCES FOR MATI’S SERVICES.

Websites and Press Releases. Customer hereby grants Mati the right to use its logo in the client section on the Mati website (getmati.com). Customer agrees to designate a representative who will be required to assist Mati to prepare a press release and/or case study referring to Customer’s use of Mati in its business, the benefits it has derived and the return on investment expected.

a. Ongoing Use

Mati may use Customer’s name as a reference or publicize Customer as a retained or former client of Mati in any proposal sent to third parties or in any other promotional materials, news releases, advertisement or disclosures.

17. TERM AND TERMINATION

a. Term.

Unless otherwise set forth in a Sales Order, this Agreement shall remain in full force and effect unless terminated in accord with the provisions of this Section.

b. Termination for Convenience.

Customer may terminate this Agreement at any time by notice in writing provided that all Fees (whether or not earned, invoiced or due) have been paid in full.

c. Immediate Termination for Cause.

Notwithstanding any provision in this Agreement to the contrary, either Party may terminate this Agreement at any time after the occurrence of any of the following events:

a) the other Party is declared or acknowledges that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from its creditors; or

b) the other Party assigns or transfers this Agreement or any of its rights or obligations under this Agreement, without prior written approval of the other contracting party (not to be unreasonably withheld).

d. Termination for Material Breach.

Either Party may, at its option, terminate this Agreement for a material breach by the other Party after giving the other Party written notice, specifically identifying the breach on which termination is based, and thirty (30) days to cure such breach (except for a breach based upon non-payment of any sums due for which the breaching Party will have ten (10) days to cure such breach). If the breach is not cured within the appropriate time period, this Agreement will terminate without further action by either Party (with the exception of Customer obligation to remit payment for any amounts due).

e. Survival.

Applicable sections and any payment obligations under the Sales Order(s) and all provisions that by their nature are intended to survive termination of this Agreement shall continue in effect after expiry or termination of this Agreement.

f. Consequences of Termination.

Upon termination of this Agreement for any reason Customer will immediately cease using the Mati Services and Mati shall be under no further obligation to provide the Services. Where Customer has terminated the Agreement pursuant to Sections 17 c) and d), Mati will refund any prepaid fees for Services unconsumed calculated pro rata. Where the Agreement has been terminated for any other reason, Customer will immediately pay to Mati all outstanding fees, charges, payment and expenses due.

Upon termination of this Agreement for any reason Customer will immediately cease using the Services and Mati shall be under no further obligation to provide the Services. Where Customer has terminated the Agreement pursuant to Sections 17 c) and d), Mati will refund any prepaid fees for Services unconsumed calculated pro rata. Where the Agreement has been terminated for any other reason, Customer will immediately pay to Mati all outstanding fees, charges, payment and expenses due.

g. Payments on Termination.

Termination of this Agreement will not relieve Customer from any obligation to pay Mati any amount contracted prior to the termination date.

18. DISPUTES

a. Dispute Procedure.

The Parties shall resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”), under the provisions of this section. The procedures set forth in this Section shall be the exclusive mechanism for resolving any Dispute that may arise from time to time.

b. Escalation.

The Parties shall first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within 14 days after one Party provides notice to the other Party of such Dispute (“Dispute Notice“), either Party may, by written notice to the other Party (“Escalation to Executive Notice“), refer such dispute to the Chief Executive of each Party set forth below (or their nominee designated in a written Notice to the other Party, “Executive(s)”).

c. Governing Law and Jurisdiction.

This Agreement is performable in Mexico City, Mexico. Any disputes or proceedings related or arising out of this Agreement will be governed by and construed in accordance with the substantive laws of the Mexico. The sole and official language of this Agreement is Spanish [English translation is included for English speakers]. The Parties agree that the exclusive venue for any action arising under this Agreement will be in the federal courts located in Mexico City, Mexico.

19. LIMITATION OF LIABILITY

a) Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTIONS 11 AND 14: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE; AND (B) in no event shall MATI’s aggregate liability to Customer and any Third party in connection with this Agreement OR CUSTOMER’S ACCESS TO AND USE OF THE SERVICES exceed the total fees paid by Customer IN THE TWELVE MONTH PERIOD PRECEEDING THE CLAIM OR ACTION, regardless of the form or theory of the claim or action.

b) Exclusions. Notwithstanding any provision in this Agreement to the contrary, Mati will not be responsible for and will bear no liability for any damages arising from any use of the Licensed Work, or any stoppages, slowdowns, performance problems or other problems that are the result of the circumstances outside of Mati’s control including, but not limited to, an end-user’s inappropriate use of the Licensed Work, deficiencies or limitations in an end-user’s hardware or systems or software or processes, deficiencies or limitations in the Internet or broadband connection.

c) Basis of Bargain. THE LIMITATIONS OF LIABLITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MATI AND CUSTOMER AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.

20. GENERAL PROVISIONS

a. No Partnership.

This Agreement does not create any relationship of association, partnership, joint venture or agency between the Parties. Neither Party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other Party.

b. Entire Agreement.

This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter in this Agreement. This Agreement supersedes all previous discussions and negotiations between the Parties and supersedes and replaces any and every other agreement, which may have existed between Mati and Customer with respect to the contents of this Agreement. Any purchase order issued by Customer will not change or add to the terms and conditions of this Agreement.

c. Relationship Between the Parties.

Work will be done at either Party’s respective premises, unless otherwise agreed. If work is done at Customer’s premises, Customer agrees to provide Mati personnel with a safe workplace consistent with that provided to its own employees. Customer also agrees to provide reasonable access to key Customer personnel necessary for Mati to perform the Services. Mati personnel will observe all safety and access practices and other applicable rules in effect at such workplace, provided that reasonable notice of the rules has been given to Mati.

d. Amendments.

Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representative of each Party.

e. No Waiver.

The failure of either party to exercise any right granted under this Agreement, or to require the performance by the other party of any provision of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement.

f. Assignment and Subcontracting.

Neither Customer nor Mati may sell, assign or transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement is binding upon the successors and assigns of Customer and Mati. Also, Custemer hereby ackwnoledges that Mati subcontracts infrastructure services to Amazon Web Services, Inc.

g. Third Party Beneficiaries.

The Parties agree that no person or entity that is not a Party to this Agreement will be deemed to be a third-Party beneficiary or entitled to any rights under this Agreement.

h. Notices.

All notices, requests, reports, submissions and other communications permitted or required to be given under this Agreement will be deemed to have been duly given if such notice or communication is in writing and sent by personal delivery or by airmail, cable, telegram, telex, facsimile transmission, email or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to Mati at the address specified below and to Customer at the address specified in the Sales Order until such time as either Party gives the other Party not less than ten (10) days’ prior written notice of a change of address in accordance with the provisions of this Agreement; provided that any termination requests must be sent to carlos@mati.io

i. Force Majeure.

Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance.

j. Enforceability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision will to such extent as it is determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement will otherwise remain in full force and effect. Furthermore, it is the intention of the Parties that in lieu of such illegal, invalid, or unenforceable provision, there automatically be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

k. Relief.

In the event a dispute arises under this Agreement, the prevailing Party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

l. Publicity.

Neither Party may publicize or disclose to any third Party any of the terms or provisions of this Agreement, or the discussions relating to any of the contents of this Agreement, without the prior written consent of a duly authorized officer of the other Party, except as required by law.

m. Headings.

The headings in this Agreement are for the convenience of reference only.