End-User Licence Agreement

Agreement. This Trulioo End-User Licence Agreement (“Agreement”) is entered into between Trulioo Information Services Inc. of 1200 – 1055 West Hastings Street, Vancouver, BC Canada V6E 2E9, a company existing under the laws of the Province of British Columbia (“Trulioo”) and the customer specified in a signed order form that references this Agreement (“Customer”). This Agreement is effective as of the date the order form is signed by both parties (the “Effective Date”). The “Services” (as defined below) may also be utilized by “Affiliates” (as defined below) of Customer; provided that: (i) each Affiliate is approved in writing by Trulioo; (ii) Customer shall be the sole party responsible for making payments under this Agreement; (iii) Affiliates agree to be bound by the terms of this Agreement as if such Affiliates are an original party hereto; and (iv) Customer shall be responsible to Trulioo for all Affiliates’ compliance with the terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliate” shall mean any entity in which Customer has direct or indirect ownership of greater than 50% of the voting shares of the relevant company.

Services. Trulioo offers electronic identity verification and related services, as further described in the Schedule A referenced in the order form. Customer hereby requests that the services listed in the Services Selection section of the order form be enabled upon the “Start Date” (as specified in the order form). Thereafter, during the term of this Agreement, Customer may request that additional services be enabled by submitting a Services Request Form (the form of which is attached as Exhibit 1) to Trulioo. Each submitted Services Request Form shall be an integral part of this Agreement. The services made available by Trulioo and any results returned in response to a services request submitted by Customer are collectively referred to as the “Services”.

Term. Trulioo will make available the Services to Customer for the Initial Term, as specified in the order form,  beginning from the Start Date (“Initial Period”) pursuant to the terms and conditions of this Agreement. This Agreement shall continue for the Initial Period, and thereafter be automatically renewed for successive periods of one (1) year. Either party may terminate this Agreement by providing written notice of termination at least sixty (60) days prior to the end of the Initial Period or any renewal period.

Licence. As part of the Services, Trulioo grants to Customer a revocable, non-exclusive, non-transferable licence to access and use the enabled Services for the “Permitted Purpose” (as defined in the order form, Schedule A and any Services Request Forms) and in accordance with the terms and conditions of this Agreement, including, without limitation, any “Additional Obligations” (as set out in Schedule A or any Services Request Forms) specified in relation to a Service. For clarity, Customer’s access to and use of any Service pursuant to this Agreement (whether enabled in an order form or through a Services Request Form) is subject to Customer’s compliance with that Service’s Permitted Purpose and Additional Obligations, as may be specified in the order form, Schedule A or a Services Request Form.

Fees. In consideration of Trulioo providing the Services under this Agreement, Customer agrees to pay to Trulioo the fees as set forth in the order form and each Services Request Form, including any related payment transmission fees or related bank charges. Unless otherwise expressly stated, all fees and charges referred to in this Agreement (including the order form and any Services Request Forms) are in U.S. dollars and are exclusive of Goods and Services Tax (“GST”) or any other applicable sales tax. All payments by Customer shall be in U.S. currency.

EU Personal Data. If Trulioo processes “EU Personal Data” (as defined in the Data Processing Addendum attached to this Agreement as Schedule B) in the course of the provision or procurement of the Services, the parties will abide by the requirements included in the Data Processing Addendum, including, without limitation, notifying the data subject that their “Personal Information” (as defined below) will be transferred outside the European Economic Area (“EEA”), providing any other required information to the data subject, and offering the data subject the opportunity to object to the transfer.

Customer Warranties and Representations.   Customer warrants and represents that it:

(a) will comply with all applicable laws and regulations, including but not limited to those related to the collection and processing of personal information, and making accessible and enforcing an appropriate privacy policy that governs its processing of any information subject to privacy or personal data protection laws;

(b) has all corporate licences, authorisations, consents and approvals necessary in order to enter into and perform its obligations under this Agreement;

(c) will only access and use the Services for the Permitted Purpose and in accordance with the terms and conditions of this Agreement (including, without limitation, any “Additional Obligations” set out in Schedule A or a Services Request Form);

(d) will immediately inform Trulioo in writing and cease use of an enabled Service if Customer is no longer able to comply with that Service’s Permitted Purpose or Additional Obligations;

(e) will obtain and retain the freely given, specific and informed consent from the individual that is the subject of the Services, including consent to transfer the individual’s personal information to third parties (as described in clause 8);

(f) shall access and use the Services for its own internal business purposes only and shall not distribute, market, re-sell, re-license, sub-license, rent, lease, adapt, enhance, modify, de-compile, disassemble, reverse engineer, reproduce, create derivative works or translate the whole or any part of the Services, and will not merge the Services into any other products or services that are the same or similar to products or services offered by Trulioo;

(g) will not provide, or otherwise make available, the Services, including, without limitation, the results therefrom, to any third party without the prior written permission of Trulioo;

(h) will, upon request, provide all reasonable assistance to allow Trulioo to monitor and audit Customer’s compliance with this Agreement, and to otherwise enable Trulioo to comply with its obligations to third parties (including, but not limited to, government departments and agencies); and

(i) will not introduce any computer virus, or other type of malicious code designed or intended to have, or capable of performing, any DDoS attack or other of the following outcomes: disrupting, disabling, harming or otherwise impeding in any manner, the operation of, or providing unauthorized access to, the Services or Trulioo’s computer system or network, or damaging or destroying any data.

Provision of Services. The Services are provided on the following terms and conditions:

(a) Provision of the Services is contingent on Trulioo utilizing third-party data sources, including, but not limited to, government agencies, suppliers of identity verification services and credit reference agencies. By enabling a Service (in the order form or a Services Request Form), Customer authorizes and instructs Trulioo to share any information submitted to Trulioo, or collected on Customer’s behalf, with: (i) the third-party data sources described in this clause; and (ii) the cloud-based data storage and computing platforms which host the Services.

(b) Trulioo does not represent or warrant or guarantee that the Services, including any results or other information returned to Customer through the Services, are complete, accurate or correct. Any results or other information provided by Trulioo to Customer as part of the Services relies on the completeness, accuracy and correctness of the information submitted to Trulioo. Notwithstanding anything else in this Agreement, Trulioo accepts no liability for any inaccuracy, incompleteness or other error in any data or information included in a services request submitted to the Services.

(c) The provision of the Services, and the price, Permitted Purpose and Additional Obligations associated with the Services, may be reasonably amended by Trulioo where necessary to comply with similar changes made by the data sources referred to in clause 8(a) or any regulatory changes which impact the Services. Where possible, Trulioo will provide Customer at least thirty (30) days’ prior, written notice of such amendments. If amendments in accordance with this clause are not acceptable to Customer (acting reasonably), Customer may cease their usage of the affected data sources.

(d) Customer acknowledges that the Services described in Schedule A and any Services Request Forms may comprise multiple pre-configured third-party data sources. Customer agrees that Trulioo may add, remove or replace any of the pre-configured third-party data sources within such Services, at Trulioo’s sole discretion, for the purpose of maintaining or improving its service offerings.

Consumer Reporting. Trulioo and its affiliated entities and agents, for the purposes of this Agreement, are not:

(a) a Reporting Entity, to be considered part of any Designated Business Group, or to be considered agents of a Reporting Entity, as defined in section 5 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and as such do not have an obligation to retain any copies of an identification procedure as required under section 113;

(b) a Reporting Entity as defined under Canadian provincial and/or federal laws; or

(c) a Consumer Reporting Agency as defined by the U.S. Fair Credit Reporting Act 15 U.S.C. et seq (“FCRA”) and Trulioo’s data or reports do not constitute “Consumer Reports” as that term is defined in the FCRA.

Customer Responsibilities. Customer is responsible for:

(a) procuring any software or applications which it requires to use or view the Services;

(b) the accuracy of the information input for the Services; and

(c) payment for each “Query” (as defined in the order form) submitted to the Services, whether such submittal is intentional or unintentional, including, but not limited to, improper implementation or use of the Services by Customer, or other user error caused by Customer.

Intellectual Property. Trulioo and its service providers will retain ownership of all intellectual property in the Services (including any amendments, enhancements, modifications or updates of the Services). If Customer provides Trulioo with suggestions, comments or feedback regarding the Services (“Feedback”), Customer grants to Trulioo, without charge, a worldwide, irrevocable, perpetual, royalty-free license to use and commercialize the Feedback as part of any of Trulioo’s products or services. Except as expressly set out herein, Customer will have no rights or interest with respect to the Services. Nothing contained in this Agreement will constitute a licence or grant of any rights to Customer with respect to any trademark, logo, service mark, trade name, service name or patent.

Operating Platform Changes. Trulioo may, in its sole discretion, make changes to its operating platform. Trulioo will notify Customer, in writing, no later than three (3) months prior to the implementation of any changes that affect Customer’s access to, or use of, the Services. Thereafter, Trulioo will provide six (6) months of platform support to Customer. If Customer fails to convert to the new platform within six (6) months of the platform’s implementation, then either party may terminate this Agreement. Customer shall be obligated to pay for all Services performed up to and including the date of termination.

As used in this Agreement, “Confidential Information” means any information communicated by either party to the other party in the context of their business relationship (whether documented now or in the future or otherwise) and includes the identity of Trulioo’s data sources and vendors, as well as any information relating to an identified or identifiable individual (including, without limitation, name, postal address, telephone number, date of birth, government identity card number, driver’s license number, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity, and whether confidential customer data or otherwise) provided by either party to the other (“Personal Information”). Except with respect to Personal Information, Confidential Information does not include information that is generally known to the public, information received in good faith from a third party not subject to a confidential obligation to the source, or information that was independently developed by the recipient without the developing persons having access to or knowledge of the Confidential Information. Each party agrees that it will:

(a) not disclose, nor permit any person to disclose, to any other person or entity any Confidential Information except to those of its directors, officers, employees, or the third parties described in clause 8(a) with a strict need to know in order to perform the obligations under this Agreement. Such directors, officers, employees, and third parties described in clause 8(a) shall be of the obligation of confidentiality hereunder and shall be subject to confidentiality obligations at least as restrictive as those set forth in this Agreement. Should either party be legally required to disclose Confidential Information, that party shall, unless prohibited by law, immediately notify the other party of such request or requirement for disclosure, and reasonably assist that party, prior to disclosure so that party may seek an appropriate protective order;

(b) protect the Confidential Information with the same degree of care it uses to safeguard its own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care implementing appropriate administrative, physical, technical and organizational measures, policies and procedures to protect Confidential Information against accidental or unlawful destruction or accidental loss, unauthorized alteration, disclosure or access, and other unlawful forms of processing;

(c) immediately notify the other party in writing if it suspects, has reason to believe or confirms that any Confidential Information is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than as authorized in this Agreement; and

(d) return or destroy the other party’s Confidential Information within ten (10) days of written notice from such party.

Suspension of Services. Trulioo may suspend access to and use of the Services or terminate this Agreement immediately, without further obligation to Customer, in the event that: (i) Customer commits a material breach of any of its obligations under this Agreement; (ii) for non-payment of services; or (iii) if there is a change of circumstances beyond Trulioo’s control which prevents Trulioo from providing the Services.

Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to an act of God, fire, flood, earthquake, explosion, accident, acts of the public enemy, terrorist acts, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, change of law or strike (each a “Force Majeure”). If a delay or failure of a party to perform its obligations is caused by, or anticipated because of, Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations because of Force Majeure exceeds thirty (30) days, either party may immediately terminate this Agreement by giving written notice to the other party. Customer shall be obligated to pay for all Services performed up to and including the date of termination.

Trulioo is not responsible:

(a) if Customer fails to use the Services in accordance with the Permitted Purpose, Additional Obligations or any other term or condition of this Agreement;

(b) if any equipment, browser, server or software utilized by Customer in accessing the Services fails; or

(c) for any damage to Customer’s equipment, hardware, programs or data, whether stored or used with the Services or otherwise, including the costs of repairing such equipment or hardware and the costs of recovering such programs or data.

No Warranties. To the extent permitted by law, other than to the extent expressly set out in this Agreement, Trulioo makes no representations or warranties either express or implied:

(a) IN RELATION TO THE SUITABILITY, QUALITY, MERCHANTABILITY, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES;

(b) that the Services will meet the requirements of any specific Customer use case or regulatory requirement;

(c) that Customer’s use of the Services will be uninterrupted or error-free or that any errors or defects in the Services will be corrected; or

(d) regarding the interoperability, compatibility or coexistence of the Services with Customer’s operating system or particular network environment or hardware.

Exclusion of Liability. IN NO EVENT WILL TRULIOO OR ITS REPRESENTATIVES, OR ANY DATA SOURCES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY MANNER, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE).

Limitation of Liability. TRULIOO’S AGGREGATE LIABILITY FOR ANY OR ALL LOSSES OR INJURIES ARISING OUT OF ANY ACTS OR OMISSIONS UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO ALL OR PART OF THE LIABILITY.

Indemnification. Customer will defend, indemnify, and hold harmless Trulioo, its affiliated entities and agents from and against any and all claims, damages, losses, liabilities or fees incurred as a result of Customer’s breach of any term of this Agreement.

Assignment. Customer must not assign or transfer any rights or liabilities under this Agreement to any other person, except with written consent of Trulioo.

Data Source Disclosure. If, for any reason, Trulioo is required to disclose any or all of its data sources to Customer, then Customer agrees that it shall be prohibited from contacting or doing business with such data sources, for the purpose of obtaining similar services as those provided through Trulioo under this Agreement, at any time during the term of this Agreement and for a period of one (1) year after the termination of this Agreement.

Any notices sent to one party by the other shall be sent by email or registered mail with postage paid at the address set out below (or such other address as the addressee shall have for the time being notified to the party giving notice):

If to Trulioo:	If to Customer:
Email: [email protected]
Mailing Address: 1200 – 1055 West Hastings Street, Vancouver, B.C. Canada V6E 2E9	As set out in the Customer Information section of the order form.

Severability. If any provision of this Agreement is found to be illegal or unenforceable by any court of competent jurisdiction it shall not affect the enforceability of the remaining provisions of this Agreement, and it shall be modified so that it is valid and enforceable and to the fullest extent possible reflects the intentions of the parties, and if modification is not possible, such provision will be deemed to be deleted.

No Waiver. A failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this Agreement.

Amendments. All documents referred to in this Agreement form part of this Agreement and may be amended from time to time by the parties in writing. Such amendments do not otherwise affect the rights and obligations howsoever under this Agreement.

Entire Agreement. This Agreement (including the Schedule(s) and any other documents referred to in the Schedule(s) or this Agreement) contains the entire Agreement between the parties and there are no other representations, promises or conditions.

Survival of Obligations. The parties’ obligations under clauses 5, 6, 7, 8, 9, 11(d), 15, 16, 17, 22, 23, 24, 25, 26, 27, 29, 31, 32, 35, 36, and Customer’s obligations under Schedule A and any Services Request Forms, shall survive termination or expiration of this Agreement.

Governing Law and Jurisdiction. This Agreement is governed by the laws of British Columbia, Canada. Both parties stipulate and agree that any litigation arising from or relating to this Agreement will be exclusively heard in a court of competent jurisdiction located in Vancouver, British Columbia, Canada.

Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement. A signed copy of an order form transmitted by electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of such order form.