TERMS & CONDITIONS

IAMI AUTHENTICATIONS, INC.: TERMS & CONDITIONS

This Terms and Conditions Agreement (“Agreement”) is a legal binding agreement between you (“Client”, “You”, “Your”) and IAmI Authentications, Inc. and its Affiliates, an Ontario Province corporation with its principal offices located at 185 Spadina Avenue, Toronto, M5T 2C6, Canada (“IAmI”). This Agreement is presented to you in accordance to your usage of IAmI’s services and technologies. By using the IAmI services, you understand and are in agreement with these Terms and Conditions.

1. Definitions

In this Agreement, 
1.1. “Client” - shall mean any existing or proposed customer of the IAmI and any existing or proposed customer of any person or entity associated with the IAmI.

1.2. “Customer” – shall mean an unique business entity that has registered for IAmI, integrated the IAmI Solution and is paying ongoing fees for the usage of the IAmI Solution.

1.3. “Confidential Information” - shall mean: Any information that relates to any Client specific to the IAmI, and which could not be obtained other than  through the IAmI’s operations, that relates to any Client; (b) Any secret or trade secret or know-how of the IAmI Solution or any information relating to the IAmI or to any person, firm or other entity with which the IAmI does business which is not known to persons outside the IAmI,  including the identity of any Client; (c) Any information, apparatus, process, procedure, concept or idea that is not generally known outside of the  IAmI; (d) All proprietary information relating to the IAmI; and (e) Any design, process, procedure, data-processing technique or computer program owned or licensed by the  IAmI or its affiliates; and (f)  Client lists and records as developed for or by the IAmI.

1.4. “IAmI Solution” – shall mean the software platform, which may include, without limitation, any Application Program Interfaces (“API”), server modules and smartphone applications that is made available by IAmI and without limitation via the IAmI website and any associated websites including www.useiami.com.

1.5. “Intellectual Property” - shall include, without limitation, any: property tangible or intangible; ideas, formulae, algorithms, concepts, techniques, processes, workflow diagrams and processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, other diagrams, programs, inventions, technologies, software (including its Source Codes, Source Files and Materials), tools, products knowledge, know-how, including without limitation, trade secrets; copyright; concept; product (whether publicly available or not); method; invention (whether patentable or not); patent; patent application; common law trade mark; trade mark registration; trade mark application; trade secret; and any improvement to or modification of any of the foregoing (whether patentable or not), that exists from time to time and that is associated with, embodied in or relates to the research, products or services of the IAmI or of any person or entity associated with the IAmI.

1.6. “Intellectual Property Rights” means (a) any and all proprietary rights anywhere in the world provided under (i) patent law; (ii) copyright law, including moral rights, ethical rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

1.7. “President” means the President of the Company, from time to time, or a person designated by the President of the Company, from time to time, for the purposes of giving consent in respect of this Agreement.

2. Intellectual Property

2.1. You acknowledge and agree that all right, title and interest related in and to IAmI’s Intellectual Property is, and will remain, the exclusive property of IAmI throughout the World and nothing in this Agreement shall be construed as a transfer of any IAmI Intellectual Property to You.

2.2. You acknowledge that nothing in this Agreement entitles you to infringe any the IAmI Intellectual Property rights.

2.3. You agree and acknowledge to not reverse engineer, disassemble or decompile the IAmI’s Confidential  Information and the IAmI Solution.

2.4. This section 2 will survive termination of this Agreement indefinitely.

3. Confidential Information and Protections

3.1. You agree that the Confidential Information is owned by the IAmI and agree to never use or disclose any Confidential Information publicly, to anyone for any purpose whatsoever, without the express written consent of the President of the IAmI, obtained in advance. 

3.2. You shall not at any time use the name or trademark(s) or trade name(s) of the IAmI or its affiliates in any advertising or publicity without the prior written consent of IAmI.

3.3. With respect to any personal information received or accessed by You, the Client, in connection with the services provided hereunder, You shall comply with all applicable privacy laws, including without limitation the Personal Information Protection and Electronic Documents Act (Canada) and other applicable federal and provincial privacy laws.  All such personal information shall be deemed Confidential Information.

4. IAmI Client Registration & Account Setup

4.1. You agree to open an IAmI Client Account with IAmI at www.useiami.com and register your direct commercial information. IAmI’s registration process will ask you for information including your registered business name and address and other commercial information. You will be required to provide accurate and complete information in response to our questions. You will be responsible for keeping the information you provide up to date by updating your profile on your Client Account.
 
4.2. IAmI reserves the right to suspend or terminate the account of any user who provides inaccurate, untrue or incomplete information or who fails to comply with the account registration requirements.

4.3. For the registration of your account, IAmI will require that you provide:
i. The name of your registered business;
ii. The address of your registered business;
iii. The registered URL for your primary commercial website;
iv. Your name, primary business email address and direct telephone; and
v. Number of user base in your organization.

4.4. Once you have successfully completed and submitted the required registration fields, as per the Registration Page via www.useiami.com, you may be contacted by a representative of IAmI within 48Hrs. The IAmI representative may further assist you in setting up your IAmI Solutions, any customization requirements and confirm your billing and payment arrangements and schedules as it relates to your IAmI services.

4.5. IAmI will send you, directly via electronic mail, its technical materials (“API Documentation”) to assist in the integration of the IAmI Solution API documentation. This documentation contains all technical requirements to assist in completing the API setup between your enterprise network and the IAmI servers.
 
4.6. After successfully completing the registration form for your IAmI account, you will be able to sign-in for the first time, where you can locate your Client ID number, on your profile page. You acknowledge and agree to take full responsibility and accept liability in keeping your Client ID safe and private from public exposure. You also agree to add and upload your company logo to your IAmI account profile, where it will be featured on the IAmI smartphone applications.

4.7. During the integration of the IAmI Solutions you acknowledge and agree to securely append all generated Unique User Identification tokens (“UUID”) to the user table that pertains to your user base.

5. Availability of Services

IAmI is not responsible for any limitations of the network and coverage provided by your or your customer’s telecommunications and or internet provider. In the event that your or your customer’s network provider fails to deliver any communication to IAmI or a provider in a timely fashion, due to, but not limited to, mobile, cable and or Wi-Fi network failure or non-compatibility of your customers’ phone model, you acknowledge and agree that IAmI shall not be held liable for any loss or damage.

6. Restricted Use

You may use IAmI technologies only to the extent that you obey all local governing laws, rules and regulations applicable to you and your use of IAmI technologies.

7. Billing and Fees

You agree to pay IAmI the full amount of all fees as it relates to your use of the IAmI Solution for each billing cycle. You acknowledge and agree to pay all fees in US Dollars (USD) and within thirty (30) days of the dated invoice, received by you. You acknowledge and agree that failure to comply with complete payment may lead to a termination of your IAmI Solution to which IAmI shall not, and without limitation, be held liable for any loss and or damage resulting from the termination of your services. IAmI reserves the right to adjust pricing schedules from time to time. Please refer to www.useiami.com for the current pricing schedules.

8. Dealing with IAmI Indicator Codes

Each time your users receive authentication requests via the IAmI Solution, you will subsequently receive IAmI indicator codes that are corresponding outcomes to each of their authentication sessions. You agree to conform to the following indicator codes:  (i) in the event that you receive an IAmI indicator code stating “DENY” you agree to terminate the contemplated access terminal session forthwith, preventing any further access; (ii) in the event that you receive an IAmI indicator code stating “GRANT” you agree to complete the access terminal session and allow  access to the user forthwith; and (iii) in the event that you receive an IAmI indicator code stating “UNREGISTERED” you will have the discretion to either continue with the access terminal session or cease and terminate the activity.

9. Security

We have implemented technical and organizational measures designed to secure your commercial information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your commercial information for improper purposes. You acknowledge that you provide your commercial information at your own risk, and that IAmI will not be held liable for any losses or damages incurred.

10. Your right to terminate

You may terminate this Agreement at any time by closing your account with IAmI and ceasing to use IAmI’s technologies. You may deactivate your account by either contacting your IAmI representative or accessing your IAmI account on www.useiami.com.

11. Suspension or termination by IAmI

IAmI reserves the right to terminate this Agreement with you and your account for any reason or no reason at any time upon notice to you. IAmI may also suspend or terminate your access to your IAmI Solution and account if: (i) You have violated the terms of this Agreement or any other agreement you have with IAmI or any of IAmI’s policies; (ii) You provide any false, incomplete, inaccurate or misleading information or otherwise engage in illicit, fraudulent or illegal conduct; (iii) Somebody else who is attempting to access your account, and/or (iv) somebody else presents your account and commercial credentials in attempts to open an account with IAmI.

12. Effect of termination

If your IAmI account is terminated by IAmI, IAmI will not be held liable to you for compensation, reimbursement, or damages in connection with your use of IAmI Solution or loss of your IAmI account information and data. You agree to destroy all property, materials and software belonging to IAmI and the IAmI Solution. You agree to provide IAmI with a written confirmation within fifteen (15) business days, confirming that all IAmI property, materials and software has been safely destroyed and erased from your computer and network systems, following a termination of your account.

13. Cancellation & Refund

You have the right to cancel and terminate your agreement and services with IAmI at anytime. You agree to give IAmI sixty (60) days notice for the cancellation and termination of your account to take effect. You also acknowledge, understand and agree that all information and data on your IAmI account will be erased and that IAmI will not be held liable to you for compensation, reimbursement, or damages in connection with your use of IAmI technologies or loss of your IAmI account information and data. IAmI will not refund you for any amounts owing from the time of cancellation to your following anniversary(renewal) date.

14. Indemnity

You will indemnify, defend and hold IAmI harmless (and IAmI’s respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of IAmI’s policies; (b) your wrongful or improper use of the IAmI Solution and technologies; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property rights; (d) your violation of any law, rule or regulation of Canada and/or any other country; and (e) any other party’s access and/or use of your IAmI account with the use of your unique username, password, client ID or any other appropriate security code, token value that identifies you and your use of the IAmI Solution.

15. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen(18) years of age; (b) you are eligible to register and use the IAmI Solution and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered your account is your legal name or the legal registered name of your business; (d) you will not use the IAmI Solution directly or indirectly for any fraudulent and/or illicit  undertaking or in any manner so as to interfere with the operation of IAmI; and (e) your use of the IAmI Solution will be in compliance with this Agreement.

16. Limitation of Liability

IAmI, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from the hacking, tampering or other unauthorized access or use of IAmI SOLUTION, your IAmI account or the information contained therein. IAmI, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any damages or losses incurred as a result of: (i) errors, mistakes or inaccuracies of content; (ii) personal and (or) commercial injury or property damage of any nature whatsoever, resulting from your access to or use of IAmI technologies; (iii) any unauthorized access to or use of our secure servers and/or any and all personal and (or) commercial information stored therein; or (iv) any interruption or cessation of transmission to or from IAmI.

17. Disputes

If a dispute of any kind arises you agree to enter into bilateral negotiations to resolve the dispute. If the dispute is not resolved then you agree to an informal and inexpensive dispute resolution process through arbitration.

18. Arbitration

You and IAmI agree to arbitrate all disputes which are not resolved through bilateral negotiations.

19. Governing Law

This Agreement and any dispute between you and IAmI will be governed by the laws of the province of Ontario and the laws of Canada applicable therein.

20. Non-Competes

You agree that you will not attempt to use any aspect of the IAmI Solution, its technologies or intellectual properties to compete against IAmI's business interests. You further acknowledge and agree that you will not attempt to decipher, hack, reverse-engineer, replicate or modify any aspect of the IAmI Solution and technologies.

21. Amendments

IAmI has the right at any time to change or modify the terms and conditions contained in this Agreement and to change, delete, discontinue or impose conditions on any feature or aspect of the IAmI Solution upon notice thereof to you which notice may be given by any means including, without limitation, posting on the IAmI website, or by electronic or conventional mail, or by any other means.

22. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IAmI without restriction.