MATI GLOBAL ID TERMS AND CONDITIONS OF USE V – 1.3

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 (hereinafter “Mati’s Services” or “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, Customer and User consent and acceptance will be perfected when Mati receives the Customer and User’s acceptance 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 (1) 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.
(1) Please note that any modification regarding the ends and/or use given to said information will be duly notified to the Client and the Users.

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 https://getmati.com/pricing/.
[For clients located in Mexico, please refer to Appendix A, section 1.b.i) for specific Fee policies]


9. SERVICE LEVEL AGREEMENTS

a. Service Extensions or Updates
Client further agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Client pursuant to an amendment accepted by Mati referencing this Terms will be subject to this Agreement.

b. Client Must Have Internet Access
In order to use the Service, Client must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content. Client must also provide all equipment necessary to make (and maintain) such connection to the World Wide Web.

c. Email and Notices
Client agrees to provide Mati with Client’s e-mail address (es), and to accept emails (or other Electronic Communications) from Mati at the e-mail address Client specifies. Notwithstanding any provision in the Terms to the contrary, acknowledgement by an officer of Client is not required with respect to e-mail communications pertaining to the Client’s routine use of the Service, including without limitation communications relating to the support, maintenance, or the updating of the Service. Client further agrees the Mati may provide any and all required notices including legal notices to Client through either e-mail (or other electronic transmission), or by mail or express delivery service in accordance with the provisions in these Terms.

d. Passwords, Access, and Notification
Client acknowledges and agrees that Client is prohibited from sharing passwords and or user names with unauthorized users. Client will be responsible for the confidentiality and use of Client’s (including its employees’) passwords and usernames. Parties will be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Client Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Client’s account. Mati will act as though any Electronic Communications it receives under Client’s passwords, User name, and/or account number will have been sent by Client. Client agrees to notify Mati if Client becomes aware of any loss or theft or unauthorized use of any of Client’s passwords, user names, and/or account number.


10. WARRANTIES

a. Warranty of Functionality
Mati warrants to Client during the Term of this Agreement that the Service will comply with the material functionality described herein and that such functionality will be maintained in all material respects in subsequent upgrades to the Service. Client’s sole and exclusive remedy for Mati’s breach of this warranty shall be that Mati shall use commercially reasonable efforts to correct such errors or modify the Service to achieve the material functionality within a reasonable period of time. However, Mati shall have no obligation with respect to this warranty claim unless notified of such claim within thirty (30) days of the first material functionality problem. Further, Mati shall have no obligation with respect to this warranty claim, and Client may not terminate the Agreement, where any alleged nonconformity is due to User error as reasonably determined by the Parties after investigation and analysis by Mati’s Product Support Center. Mati does not warrant that the Service will be free of non-material errors, bugs, or minor interruption, or that all such errors will be corrected.

b. Data Maintenance and Backup Warranty
Mati warrants during the Term of this Agreement, that it will, at a minimum, utilize and maintain backup procedures. In the event of a breach of this provision, Mati will use commercially reasonable efforts to correct Client Data or restore Client Data within three (3) business days (or as otherwise agreed in writing between the parties depending upon the back-up options selected by Client).

c. Non-Infringement Warranty

Mati warrants that it is the sole owner of and or has full power and authority to grant the license and use of the Service and other rights granted by the Terms to Client with respect to the Service and that neither the performance by Client in its utilization of the Service, nor the license of and authorized use by Client of the Service as described herein, will in any way constitute an infringement or other violation of any U. S. copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third Party.

a. Disclaimer.
Except as otherwise stated above, Mati does not represent that Client’s use of the Service will be secure, timely, uninterrupted or error free, or that the service will meet Client requirements or that all errors in the service and/or documentation will be corrected or that the system that makes the service available will be free of viruses or other harmful components or the service will operate in combination with other hardware, software, systems or data not provided by Mati or the operation of the services will be secure or that Mati will be able to prevent third parties from accessing Client data or Client’s confidential information, or any errors will be corrected or any stored Client data will be accurate or reliable. The warranties stated above are the sole and exclusive warranties offered by Mati. There are no other warranties or conditions, express or implied, including without limitation, those of merchantability or fitness for a particular purpose. Except as stated above, the service is provided to Client on an “as is” and “as available” basis and is for commercial use only. Client assumes all responsibility for determining whether the service or the information generated thereby is accurate or sufficient for the Client’s purpose.

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.

11. CLIENT OBLIGATIONS
Client agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and exportation of technical or personal data. Client will ensure that any use of the Service by Client’s Users is in accordance with the terms of this Terms. Client agrees to notify Mati immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Client Data. Client agrees that no part of the Service or information obtained through the use of the Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects.
In addition to its responsibilities in this Terms, Client is responsible for all Client responsibilities indicated herein or entered into pursuant hereunder and all other responsibilities not designated as responsibilities of Mati.
Client is solely responsible for obtaining all licenses and permissions necessary related to the Content, including without limitation licenses for any third-Party software included in the Content. Client shall not resell the Services directly or indirectly to third parties.

12. CONFIDENTIALITY INFORMATION
Each Party may have access to information that is confidential to the other Party (“Confidential Information”). For purposes of this Terms, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Client’s Confidential Information shall include, but not be limited to, Client Data. A Party’s Confidential Information shall not include information that

i) is or becomes a part of the public domain through no act or omission of the other Party;
ii) was in the other Party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other Party either directly or indirectly from the disclosing Party;
iii) is lawfully disclosed to the other Party by a third Party without restriction on disclosure;
iv) is independently developed by the other Party without use of or reference to the other Party’s Confidential Information, as established by written records.
The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third Party. Notwithstanding the foregoing, Client acknowledges and agrees that Mati may disclose Client’s Confidential Information to authorized third parties solely to the extent necessary to provide products or services under this Terms. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a Party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the “Responding Party”) shall first have given sufficient and prompt written notice to the other Party of the receipt of any subpoena or other request for such disclosure, so as to permit such Party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the other Party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the Party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed.

Notwithstanding anything to the contrary in this Terms, Content is not included in Confidential Information as defined above. To the extent Mati has any access to Content in the course of providing the Services, Mati’s entire obligation to keep Content confidential is stated in this Section below.
Mati shall not, intentionally i) access Client’s Content or ii) disclose Client’s Content to any third Party, except to the extent:

a) Client makes its Content publicly available,
b) as necessary for Mati to provide, or obtain third-Party supplier support for, the Services or to provide information requested by Client, or
c) as specifically authorized by Client in writing. Mati’s obligation to protect Content from unauthorized use, access or disclosure is:

i) to provide the Security Services specifically set forth in this Terms and
ii) maintain and enforce the then-current standard Mati security policies and standards applicable to the Services as practiced at the service locations from which Mati is providing the Services to Client.

The obligations in this Section shall not apply to the recipient of Confidential Information and/or Mati with respect to Content to the extent disclosure of Confidential Information or Content is required to comply with laws or respond to requests by a regulatory or judicial body and/or as otherwise required for legal process. In the event that any such disclosure is required, the recipient, and/or Mati with respect to Content, reserves the right to charge the other Party on a time-and-materials basis for recipient’s/Mati’s reasonable efforts related to its compliance and response, including, if applicable, reasonable attorney’s fees.
Both Parties acknowledge that, in case of a breach of any of its obligations pursuant to this Section, the Party which is not in default will be able to exercise action or lawful measures deemed necessary to enforce the observation of the Terms, without it being necessary for it to deliver beforehand a warranty or bail.

13. 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]

a. Retention Schedule
The personal information obtained by Mati for the purposes contained in the Terms, will be retained for a period of one (1) year, after which it will be eliminated, prior notice duly given to the owner, unless its further retention is needed for the continuance in the provision of the Services.
In the event the owner of the aforementioned personal information does not renew the Service as per the paragraph above, the personal information referred will be eliminated immediately after the provision of Services pertaining it is ceased, prior notice duly given to the owner.

b. Handling of Client Data in the Event of Termination
Client acknowledges and agrees that following termination of this Agreement, Client shall return all material (except that it may retain a copy for archival purposes or as otherwise provided in this Terms or mandated by Law) to Mati and Mati may immediately deactivate Client’s account. Furthermore, unless otherwise agreed-upon by the Parties in writing, Mati shall remove or overwrite all applicable Content from Mati’s systems following the effective date of termination or cancellation, in accordance with Mati’s standard procedures. Client shall provide Mati with reasonable and prompt access to Client’s premises to allow Mati to retrieve the hardware and software and /or, in accordance with Mati’s instructions, return to Mati all hardware and software that Mati has provided to Client in connection with the Services (other than hardware and software that Client has purchased from Mati). In the event that Client fails to either return the hardware or software, or allow Mati to retrieve it, within thirty (30) days of the effective date of termination or cancellation, Mati may charge Client the then-current fair market value of the hardware and software, and Client shall be responsible for any costs/damages arising from any breach of Mati’s third- Party license agreement.

Prior to any such deletion or destruction, however, Mati shall either
1) grant Client reasonable access to the Service for the sole purpose of Client retrieving Client Data or
2) transfer all Client Data to other media for delivery to Client. Client agrees that Mati shall not be liable to Client or any third Party for any termination of Client access to the Service or deletion of Client Data, provided that Mati is in compliance with the terms of this Section. Notwithstanding the foregoing, nothing shall preclude Mati from maintaining one copy of Client Data if required by law.
2. Handling of Application in the Event of Termination
Client data, Client license keys used in hosting and Client application documentation updated during the hosting period by application support would be returned to the Client.


14. 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.


15. 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, hereunder. 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 the 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 the 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.


16. 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, as well Customers own regulatory obligations, which may vary from country to country or depending on the nature of Customer’s business.

b. Audit
Mati will use commercially reasonable efforts to cooperate 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.


17. 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.(2)
(2) The information referred to in the paragraph above, will not be used in a way in which it could be understood or implied that Mati is acting on behalf of the Client or any of its Users, or with the intention of carrying on negotiations on their behalf.

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.

18. 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 accordance 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. Suspension for Delinquent Account
Mati reserves the right to suspend Client’s access and/or use of the Service for any account for which any payment is due but remains unpaid after 30 (thirty) day’s written notice of such delinquency. Client agrees that Mati shall not be liable to Client, or to any third Party, for any suspension of the Service resulting from Client’s non-payment of the fees as described in this Section.

d. Suspension for Ongoing Harm
Client agrees that Mati may, with reasonably contemporaneous telephonic or electronic mail notice to Client, suspend Client’s access to the Service if Mati reasonably concludes that Client’s use of the Service is causing immediate and ongoing harm to Mati or others. Mati will use commercially reasonable efforts to resolve the issues causing the suspension of Service. Client agrees that Mati will not be liable to Client or to any third Party for any suspension of the Service under such circumstances as described in this Section.

e. In the Event of a Breach
Either Party may terminate this Agreement upon sixty (60) days’ written notice to the other Party in the event of a breach of any material obligation under this Terms, provided that the alleged breach is not cured during the sixty (60) day notice period. Upon termination or expiration of this Terms, Client shall have no right to continue the use of the Service.
Client may cancel this Agreement, to be effective at the end of the then current Term, by providing Mati with at least thirty (30) days’ prior written notice.

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 the 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, payments 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, payments 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.


19. MODIFICATION TO OR DISCONTINUATION OF THE SERVICE

Mati reserves the right at any time during the Term and from time to time to modify, temporarily or permanently, the Service (or any part thereof), provided such modification does not diminish the functionality of the Service to the Client on which the Client materially relies. Notwithstanding the foregoing, except for routinely scheduled down time, or as otherwise provided in this Terms, Mati shall use commercially reasonable efforts to notify Client prior to any such modification. Client acknowledges that Mati reserves the right to discontinue offering the Service at the conclusion of Client’s then current Term. Client agrees that Mati will not be liable to Client or any third Party for any modification or discontinuance of the Service as described in this Section.


20. MAINTENANCE

In order to perform maintenance, including infrastructure and application upgrades, there could be routinely scheduled down time. Client shall give Mati one (1) week notice in the event that such routinely schedule maintenance conflicts with its operations at a critical time. Upon the receipt of such notice, the parties shall work together to find a mutually convenient time to perform such maintenance. Mati further reserves the right on approximately a quarterly basis to issue new releases in which Mati adds functionality to the Service. Client acknowledges that these periodic major releases can take several hours to complete (up to twenty-four hours). Mati shall consult with the Client and, unless otherwise agreed upon, shall install such major releases during routinely scheduled down time as set forth above. Client shall be apprised of software upgrades and or patch releases to the Service.
In the event that Mati, in its sole discretion, determines that any unscheduled maintenance is necessary, Mati will use commercially reasonable efforts to notify Client as soon as it becomes aware of such need.


21. 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 (fourteen) 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 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.


22. LIMITATION OF LIABILITY

a) Liability.
EXCEPT FOR LIABILITY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTIONS 11, 12 and 15: (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 PRECEDING 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 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 the Bargain.
THE LIMITATIONS OF LIABILITY 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.


23. 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, the 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, Customer hereby acknowledges 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, a hacking attack, 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.


APPENDIX A

Mati Privacy Policy (for United States Customers)
Welcome to getmati.io, a service provided by Matilock, Inc. (“Company”, “we” “our”, “us”). getmati.io provides an easy to use and highly effective means to verify Users identity using advanced biometric technologies (“BT services”). Your privacy and data security are important to us.
This Privacy Policy explains how we handle information collected when you access this website, www.getmati.io, and our related services, software, mobile applications, products, and content (collectively “Services”)
By accessing any of our Services, you consent to our collection, storage, use and disclosure of your information as described in this Privacy Policy. If you do not agree to any of the provisions of this Privacy Policy, you should not access or use this Website or any of the Services. If you have any questions or concerns, you can contact us at support@mati.io.

This Privacy Policy only applies to our Website and Services and is one portion of our Terms of Service, which governs your use of our Services.
Please be aware that you may find on our Services, links to other websites, apps and services, or tools that enable you to share information with other websites, apps and services. We are not responsible for the privacy practices of these other websites, apps and services and we recommend that you review the privacy policies of each of these websites, apps or services before sharing any personal data.
Any disputes arising out of or relating to this Privacy Policy will be dealt with according to the dispute resolution procedures outlined in our Terms of Service.
Our Services are not intended for anyone under the age of 18. If you are under 18, you are not permitted to access or use the Services and must not attempt to register an account or submit any personal information to us.

 

Table of Contents

  1. Categories of Information Collected
  2. Information Use
  3. Information Sharing and Disclosure
  4. Information Access
  5. Security
  6. Non-US Users & International Transfers
  7. California Users
  8. Changes
  9. Contact Us
  10. Withdrawal

 

  1. Categories of Information Collected.
    • 1.1. Types of Personal Information.
      • 1.1.1. Account Registration.
        Mati Services, require that you register for an account and provide us with personal information. For an individual to open a registered Mati User account, you must be a resident of the United States or one of its territories and at least 18 years old (for Mexican residents see Appendix B). For a merchant to open a registered Mati business account, the business must be organized in, operating in, or resident of, the United States or one of its territories and must certify that you have the legal authority for the business entity. All registered users are required to provide us your full legal name, current address, a valid email address, and any other information required by us in the then current account registration process.
      • 1.1.2. Biometric Information.
        During the first time a Customer registers as a User, we collect certain biometric information which is used solely for purposes of verifying User identity. We take measures to strengthen privacy protections by striping data from personally identifiable information and using encryption technologies to secure data at rest and in transit. We are not able to access any personally identifiable information until you decrypt them with the secret keys available only in you device.
      • 1.1.3. Information Relating to Your Voluntary Activities
        We may ask you to provide information in the context of the following activities on the Services:

        • * Survey information: If you participate in any survey, you will provide certain personal data as part of your response, unless you respond anonymously.
        • * Information that you post: You may provide personal data if you post comments, or contribute to community discussions
        • * Information from correspondence: Information you send us (such as an email address or mobile phone number used to register or communicate with us), and referral information.[5]
        • * When using any of the forms on the Website, or contact us by mail, fax or other offline means.
    • 1.2. Types of Non-Personal Information.
      • 1.2.1. Cookies and Tracking Technologies.
        We use standard tracking technologies like cookies, [pixels and local storage], to collect certain types of non-personal information, including: (i) what web pages, apps and other Services you access; (ii) information about your mobile device (such as device and browser type); and (iii) your Internet protocol address, search query and other information.
        We collect these types of information to help us provide you a more personalized and relevant online experience including by remembering your preferences, providing personalized content, and showing relevant.
      • 1.2.2. Managing Cookies.
        Information about cookies is available at http://aboutcookies.org. Many web browsers allow you to manage your preferences. You can set your browser to refuse cookies or delete certain cookies.
        You may be able to manage other technologies in the same way that you manage cookies using your browser’s preferences. Please note that if you choose to block cookies, doing so may impair the Services or prevent certain elements of it from functioning. On your mobile device, you may also have a “Limit Ad Tracking” setting (on iOS devices) or a setting to “Opt out of Interest-Based Ads” (on Android) which allows you to limit the use of information about your use of apps for purposes of serving ads targeted to your interests.
        Please note that even if you opt out using the mechanisms above, you may still receive advertisements when using the Services. Because there is no accepted standard on how to respond to Do Not Track signals, we do not respond to such signals. See Section 7 below.
      • 1.2.3. Information Collected By Third Parties.
        We also acquire information from other trusted sources to update or supplement the information you provide or we collect automatically. If you access our Services from a third party service such as the Apple App Store, Google Play, Amazon App Store, or another third party site or service (“TPS”), you are subject to the privacy policies of the respective TPS.
  2. Information Use
    We use personal and non-personal information collected for the following purposes:

    • Create your accounts and allow access to our Services;
    • Provide technical support and respond to user inquiries;
    • Solicit input and feedback to improve our products and services and customize your experience
    • Inform users about new products updates or promotional offers;
    • Customize your use of the Services and/or content or other material that we may send to you from time to time;
    • Engage in commonly accepted practices, such as contacting you at the email address we have on file if you are a potential winner in a sweepstakes;
    • Improve and customize our Services to prevent or take action against activities that are, or may be, in breach of our Terms of Use or applicable law; and
    • For any other purpose, provided we disclose this to you at the relevant time, and provided that you agree to the proposed use of your personal data.
  3. Information Sharing and Disclosure
    We may share your personal information with third parties in limited circumstances, including: (1) with your consent; (2) to an authorized vendor or partner who meets our data protection standards; or (3) when we have a good faith belief it is required by law, such as pursuant to a subpoena or other legal process, or to enforce our Terms.
    If we merge with another company such that your information will become subject to a materially different privacy policy, we will notify you before the transfer. You can opt out of the new policy by deleting your account during the notice period.
  4. Information Access
    If you wish to access, amend or delete any other personal data we hold about you, or if you have any objection to the processing of any personal data that we hold about you, please contact us at support@mati.io.
    If you ask us to delete your account (either via the Settings page or by email), we will do so within a reasonable period of time, but we may need to retain some of your personal data in order to satisfy our legal obligations, or where we have a legitimate reason for doing so.
  5. Security
    We implement reasonable security measures to protect the security of your information, and we are committed to the protection of your personal information.
    While we take reasonable precautions against possible security breaches, no data transmission over the Internet is 100% secure, so we can’t guarantee security. and we cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur.
    We urge you to take steps to keep your personal information safe (including your account password). If your TPS account is hacked, this may lead to unauthorized access, so be careful to keep your account information secure. You use the Services at your own risk, and you’re responsible for taking reasonable measures to secure your account (like using a strong password).
    For a fuller description of some of our current best practices, programs and technologies in information security please refer to our FAQ section here [www.mati.io/faq].
  6. Non-US Users & International Transfers
    We store information about users of its Services on servers located in the United States. We may also store such information on servers and equipment in other countries. You should be aware that privacy laws in the United States may not be equivalent to the laws in your country, and by using the Services, you consent to the transfer, storage and processing of your personal data in the United States in accordance with this Privacy Policy and applicable law.
  7. California Users – Do Not Track
    California law gives its residents the right to request information regarding the types of consumer personal information that this site collects and shares with third parties for direct marketing purposes. If you are a California resident, you may make a request to us by email at support@mati.io.
    Please include My California Privacy Rights in the subject line of your email and allow 30 days for us to respond. Because there is no accepted standard on how to respond to Do Not Track signals, we do not respond to such signals.
  8. Changes
    We may periodically update this Policy. We’ll notify you about significant changes to it. You should periodically check this privacy page for updates. Your continued use of the Services will signify your acceptance of any changes to the Privacy Policy. The most current version of the policy will always be here.
  9. Contact Us
    We welcome questions, concerns, and feedback about this policy at support@mati.io.
  10. Withdrawal
    If you decide that you do not want us to use your information in the manner described in the Privacy Policy, you may not use this website or the Services.

 

APPENDIX B
Privacy Policy (for Mexican Users)
In compliance with articles 15 and 16 of the Federal Law for Personal Data Protection Held by Private Parties (hereinafter, the “Law”) MATI TECHNOLOGIES SOCIEDAD DE RESPONSALIDAD LIMITADA DE CAPITAL VARIABLE (hereinafter, the “Responsible” or “MATI”), a subsidiary of Matilock, Inc. domiciled in Mexico City, informs you that this Privacy Policy (hereinafter, the “Policy”) is addressed to the users (hereinafter “Owner” or “Users”) of our Services, as defined below.

  1. Definitions.
    The capitalized terms within the present Policy, will have the following meanings assigned to them:
    Policy. – This privacy policy, whether issued in physical, electronic or any other format generated by the Responsible, which is made available to the Owner.
    Personal Data. – Any information related to an identified or identifiable individual.
    “ARCO” Rights. – The rights that the Owner holds against the Responsible in relation to their Personal Data, which include the following: the right to Access their Personal Data and the details of their treatment, the right to Rectify these if they are inaccurate or Cancel them when the Owner considers that they are excessive or unnecessary for the purposes that justified their obtaining, and to Oppose the treatment of these for specific purposes.
    Law. – Federal Law for Personal Data Protection Held by Private Parties.
    Platform – Those service providers which render their services by electronic media, web sites or any similar, with which the Responsible has collaboration agreements to verify the identity of the Owner and allow access in secure form, through a protocol for verification and authentication provided by MATI.
    Responsible. – Individual or entity that carries out Personal Data Treatment.
    Owner. – The individual to whom the Personal Data corresponds to.
    Treatment. – The procurement, use, disclosure or storage of Personal Data, by any means. The use includes, without limitation, any action of access, handling, use, transfer or disposition of any Personal Data.
    Transfer. – Any communication of Personal Data with a third party other than the Responsible.
    Verification – KYC (Know your customer) verification through the process of identify personal data, when the Users are required to provide some personal data that will confirm their identity.
  2. About the Responsible.
    For the purposes of present Policy, as well as for all legal effects that may arise, the Responsible shall be MATI TECHNOLOGIES SOCIEDAD DE RESPONSALIDAD LIMITADA DE CAPITAL VARIABLE, a subsidiary of Matilock, Inc. domiciled in Zacatecas 98, Colonia Roma Norte, Delegación Cuauhtémoc C.P. 06700,Mexico City. The Responsible will be directly in charge of the Personal Data Treatment.
  3. Personal Data to be obtained by the Responsible.
    The information obtained by the Responsible (hereinafter, the “Personal Data”) will be collected and encrypted exclusively through he authentication and verification processes for the digital identification of users in a secure manner, for the purposes described in this Policy.
    The Personal Data collected by MATI includes without limitation:
    • Full name, if applicable;
    • Phone or cellphone number
    • Official ID with photograph
    • Age;
    • Sex, if applicable;
    • Access codes, if applicable;
    • Biometric features of facial recognition;
    • Official ID;
    • Tax registration number;
    • Any data that the Owner voluntarily provides to the Responsible.
    You expressly accept hereby that in case you provide sensitive data to the Responsible in order to create an account to access the services provided by the Responsible, you hereby grant your express and written consent so that your sensitive data is Treated by the Responsible in terms of Article Eighth of the Law.
  4. Purposes of Treatment.
    The Personal Data of the Owner will be used for the following purposes:
    • Digital identification of users in a secure manner, created by electronic means of its exclusive control that link a set of secure access data to the platforms with which the Responsible has a collaboration agreement;
    • Optical character recognition to authentication process;
    • Face-match recognition algorithms with ID provided;
    • Verification of the information and documents provided by the Owner against any governmental, public or private database.
    • Perform periodic evaluations of our products and services in order to improve the quality of these;
    • Evaluate the quality of the service we offer, in general, to comply with the obligations we have contracted with the User;
    • Maintain the necessary information in order to maintain contact with the Owner;
    • Statistical purposes and information for the Responsible;
  5.  Limitation to the use or disclose your Personal Data.
    The Owner may instruct the Responsible to limit the use or treatment of his Personal Data. To do this, the Owner must send a written request to the address designated in the Contact section below.
  6. Transfer of Personal Data.
    Once the Personal Data is provided, and the Privacy Policy and Terms and Conditions are accepted, the Owner hereby authorizes that said information can be transferred to a receiving third party legally related to MATI, either national or foreign, so that users can access in a secure way through the authentication processes. This transfer will be executed in accordance with article tenth of the Law.
    The third recipient to whom your personal data could be transferred may be:
    a) Any entity of the public sector or jurisdictional or non-jurisdictional authority, by requirement.
    b) Holding, subsidiary or affiliated companies under the common control of the Responsible, or company of the same group under the same internal processes and policies.
    c) External provider of Internet payment services, with the same purposes as the Responsible, including without limitation to the Platforms with which the Responsible has an agreement to securely access it.
    d) API´s.
    e) Have the sole purpose of fulfilling obligations derived from a legal relationship between the Owner and the Responsible;
  7. Exercise of “ARCO” Rights.
    The “ARCO” Rights are an acronym that groups four rights that the Owner may exercise, in relation to their Personal Data:
    a) Access to Personal Data that is subject to Treatment; that is, requesting the Responsible to allow the Owner to know what data it has in its possession.
    b) Rectification of any of the Personal Data, subject to Treatment and in possession of the Responsible that is inaccurate, incomplete, erroneous and or imprecise.
    c) Cancellation of any of the Personal Data held by the Responsible.
    d) Opposition to the Treatment carried out by the Responsible.For this purpose, the Owner must send a request with, at least, the following requirements:
    a) The name and address of the Owner or other reliable means to communicate the response of any ARCO rights request;
    b) The documents that authenticate the identity or, when required, the legal representation of the Owner;
    c) The clear and precise description of the Personal Data with respect to which the Owner may exercise any of the mentioned rights; and
    d) Any other element or document that simplifies the location of the Personal Data.
    The request to exercise any of the “ARCO” Rights must be sent to the address indicated in the Contact section, which we request to confirm by telephone to guarantee its correct reception. Once the request is received, the Responsible will have a period of 20 (twenty) days to respond to the Personal Data Owner by email.
  8. Notifications regarding changes to the Policy.
    The Responsible can modify to this policy, provided that the legal provisions are respected. When the Privacy Policy is modified, the Responsible will make available to the Owner the information about the modifications, as well as the new Privacy Policy can be found at https://getmati.com/us/; Or the Owner could be notified through an email to the
    account that the user has registered. The Responsible reserves the right to change and update this Policy, the Owner is responsible for keeping his email account updated and ensuring that notifications were received in an inbox that is constantly reviewed. It is the responsibility of the user to read the Privacy Policy, since using the website of the Responsible will be understood as an acceptance the terms of the same, besides in case of not receiving an answer from the Owner within a period of 72 hours, it will be understood that the Owner accept the changes that this Policy may suffer.
  9. Contact.
    If you wish to obtain more information, clear any doubts, exercise your “ARCO” Rights, limit the use or disclosure of your Personal Data or clarify any question about the exercise of any right over your Personal Data, the Owner can send correspondence or go directly to the address indicated by the Responsible, prior accreditation of your identity. Here is the contact information:
    a) Address: Durango 282, Colonia Roma Norte, Delegación Cuauhtémoc C.P. 06700,Mexico City.
    b) E-Mail: carlos@mati.io

 

APPENDIX C – GLOSSARY OF TERMS

  • “Customer” – shall the corporation or legal entity that accepts Mati’s Terms and Conditions and subscribes to the Services as specified therein.
  • “Fee Policy” – shall mean the fee schedule as displayed on https://getmati.com/pricing/ as it is modified or amended from time to time.
  • “Mati Services” or “Services”– shall mean the “verification flow” by which the User verifies him or herself by
    • i) performing a “liveness test”;
    • ii) taking a front and back picture of their identity document (or other document as required by Customer);
    • iii) the extraction via Optical Character Recognition (OCR) of the information contained in the identity document;
    • iv) the biometric matching of still pictures taken during the “liveness test” with the pictures contained in the identity document; and v) the processing and transferring of that information to Customer.
  • “Licensed Work” – shall mean any work, product or process under license by Mati or its affiliates or subsidiaries;
  • “Service Start Date”– will mean the date on which the Customer completes the integration of the Services into its platform and offers said Services to the public.
  • “User” – shall mean the individual who makes use of the Services by accessing them through Customer’s platform.
  • “User Information” – shall mean the information gathered and stored by Mati as described in Appendix A

 

Effective as of April 3, 2019