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Early Adopter Agreement

These terms and conditions (the "Agreement") constitutes a binding agreement between you and Passbase Inc, a company incorporated in Delaware who’s place of business is 780 Bay Street, San Francisco, CA (“Passbase”). If you are entering into this agreement on behalf of an entity, you represent that you have the right, authority and capacity to bind such entity to this Agreement. In any event, references herein to “Early Adopter” means you or such entity (as the case may be). Passbase and Early Adopter each a “party” and, together, the “parties”.

By clicking the “I Accept” button below or by otherwise installing or using any part of the Identity Platform (as defined below), Early Adopter acknowledges these terms and conditions and represents that it has fully read and understood, and agrees to be bound by, the following (the date of such occurrence being the “Effective Date”): this Agreement and other supplemental terms and policies that this Agreement expressly incorporates by reference, and which are thereby made a part of this Agreement.

If Early Adopter does not agree with any of the terms or conditions of this Agreement, Early Adopter must neither click “I accept” nor access or use any part of the Identity Platform.

By entering into the Agreement, Early Adopter hereby irrevocably and unconditionally waives any law or regulation applicable to Early Adopter requiring that the Agreement be localised to meet Early Adopter’s language or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

 INTRODUCTION

Passbase shall provide Early Adopter with access to, and a non-exclusive licence to use, the Identity Platform. In consideration for the free access to the Identity Platform, Early Adopter shall provide Passbase with feedback on the Identity Platform.

 2 DEFINITIONS

“Identity Platform” means the beta product developed by Passbase which is accessible from https://app.passbase.com and which is designed to assist companies with customer verification.

Intellectual Property Rights” means all copyright and rights in the nature of copyright, database rights, design rights, patents and trade marks (including all goodwill in them), applications for any of the above, moral rights, know-how, confidential information, and/or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world.

 FEES & PAYMENT

Passbase shall provide Early Adopter with access to the Identity Platform free of charge on or promptly after the Effective Date. The Identity Platform will be available to the Early Adopter for 50 user verifications after which time Passbase reserves the right to charge Early Adopter a $1 fee per verification for the service (“Subscription Fees”).  

DURATION

a.This Agreement shall be effective from the Effective Date and (unless terminated as allowed under this Agreement or by law) ends upon the Identity Platform coming out of its beta phase and the parties signing a further agreement for the non-beta Identity Platform (the “Non-Beta Agreement”).

b. Subject to Passbase’s reserved right to charge Subscription Fees in accordance with clause 3 above, Passbase shall not charge Early Adopter any fees for the first 1000 customer verifications.

 INTELLECTUAL PROPERTY RIGHTS

a. The Identity Platform (including all Intellectual Property Rights in it) is owned by Passbase.  Passbase grants Early Adopter a non-exclusive, personal licence for the duration of this Agreement to access and use the Identity Platform.

b. Early Adopter may provide Passbase with certain documents, comments, suggestions and feedback relating to its use of the Identity Platform (collectively “Information”).  Passbase shall own such Information (including any Intellectual Property Rights in it) and be entitled to use it in current or future products or services without any compensation to Early Adopter.  To the extent necessary, Early Adopter agrees to assist Passbase in securing ownership of such Information, including executing any documents as appropriate. To the extent applicable law limits or prohibits such assignment of rights to Information, Early Adopter grants Passbase a perpetual, fully paid-up, non-exclusive licence to use the Information.

c. Except to the extent expressly stated otherwise in this Agreement, neither party shall acquire any right, title, or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors.

 CONFIDENTIAL INFORMATION

During the course of the Agreement, one party (the “discloser”) may disclose Confidential Information to the other party (the “recipient”). “Confidential Information” means information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) the recipient independently developed; or (d) that was lawfully given to the recipient by a third party. It includes (without limitation): (i) trade secrets; (ii) product prototypes, methodologies and other technical and design information; and (iii) business information including plans, customers and products.  Neither party shall disclose Confidential Information to any third party unless authorised in writing by the discloser. On termination or expiry of this Agreement, each party shall promptly return all Confidential Information belonging to the other, or certify in writing that all such Confidential Information has been destroyed.

 RESTRICTIONS

Early Adopter shall not and shall not attempt to, copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, translate, or attempt to discover any prototypes, software, algorithms, or underlying ideas which embody the Identity Platform (except to the extent allowed by law).  Early Adopter shall not rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Identity Platform.  Early Adopter shall not build a product using similar ideas, features, functions or graphics as the Identity Platform or copy any ideas, features, functions or graphics which are proprietary to Passbase.  Early Adopter shall not use the Identity Platform in a way that could damage, disable, overburden, impair or compromise Passbase’s systems or security or interfere with other users.  

ATTRIBUTION

Passbase shall be entitled to use Early Adopter’s name and logo on its sales, marketing and PR material (including its website) for the duration of this Agreement and Early Adopter grants Passbase a non-exclusive licence solely for this purpose.  Early Adopter agrees to act as a reference for prospective customers of Passbase and provide input and data sufficient for the production of one publicly accessible case study (if requested by Passbase).

 TERMINATION RIGHTS

a. Either party may, on giving written notice to the other, terminate this Agreement with immediate effect if: (i) the other party is in material breach of the Agreement and such breach is incapable of remedy; (ii) the other party is in breach of the Agreement and, where such breach is capable of remedy, fails to remedy such breach within 30 days of being so requested; (iii) regardless of whether the breach could be regarded as material or is capable of remedy, the other party is in breach of clause 6 or 7; or (iv) any force majeure event continues for a period of 30 consecutive days or more.

b. Either party shall be entitled, on giving written notice to the other, to terminate this Agreement with immediate effect if the other party ceases, or threatens to cease to carry on business, or is or becomes unable to pay its debts as they fall due.

c. Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days’ written notice to the other party.

d. On termination of this Agreement the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

 10 NATURE OF BETA PRODUCT

a. The Identity Platform is currently a beta version which has not been fully tested.  Early Adopter understands that the Identity Platform is still subject to modifications and improvements.  The Identity Platform is made available for use “as is” and Passbase does not give or enter into any conditions, warranties or other terms with regard to the Identity Platform.  No condition, warranty or other term is given or entered into to the effect that the Identity Platform shall be of satisfactory (or any other) quality or that the Identity Platform shall be fit for any particular purpose. No other warranties, conditions or terms shall apply and all warranties, conditions or terms implied by law, or by custom are excluded.

b. Early Adopter acknowledges and agrees that the Identity Platform is designed to assist Early Adopter with its identity verification obligations.  Passbase accepts no responsibility for Early Adopter’s actual identity verification obligations. Early Adopter assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Identity Platform and any decisions made or actions taken based on the information contained in or generated by the Identity Platform. Early Adopter further understands and agrees that:

(i) Statements made by Passbase and all recommendations and identity verifications (together “Projections”) are made in good faith on the basis of information available at the time.  Projections are not a representation, undertaking or warranty as to outcome or achievable results or compliance.  

(ii) Passbase may make statements about or recommendations of third-party software, equipment or services.  No warranty shall be attributable to Passbase with respect to such software, equipment or services and Early Adopter shall look solely to the warranties and remedies provided by any such third party with whom it may contract.

 11 LIABILITY

a. Nothing in this Agreement shall exclude or limit either party’s liability for: (i) death or personal injury resulting from its negligence or the negligence of its servants, agents or employees; (ii) fraud or fraudulent misrepresentation; (iii) breach of clauses 6 or 7; or (iv) any other liability which cannot be excluded by law.

b. Subject to clause 11(a), neither party shall be liable under this Agreement (whether in contract, tort or otherwise) for any special, indirect or consequential loss, or for loss of data, loss of profits, or loss of goodwill (whether or not such losses were within the contemplation of the parties at the date of this Agreement) suffered or incurred by the other party.

c. Subject to clauses 11(a) and 11(b), each party’s total aggregate liability to the other arising from or in connection with this Agreement (whether in contract, tort or otherwise) shall be limited to the USD $10,000.

 12 GENERAL

a. This Agreement does not create any agency or partnership relationship between Passbase and Early Adopter.

b. Neither party can assign or transfer this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or denied) except that either party shall be entitled to assign or transfer this Agreement to a purchaser of all or a substantial part of its assets without such consent.

c. This Agreement sets out all the terms between Passbase and Early Adopter with respect to its subject matter, and supersedes any prior oral or written agreements.

d. Nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

e. This Agreement and all matters relating to this Agreement shall be construed and controlled by the laws of the State of California as applied to agreements executed and performed entirely in California by California residents, without reference to its conflict of law principles.  The Customer expressly agrees to submit to the non-exclusive jurisdiction of the courts in San Francisco County, and hereby waives any objection to the jurisdiction and venue of such courts; provided, however, that each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE “REJECT” BUTTON BELOW.

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[“REJECT” BUTTON]

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