JanusID services agreement CheckedID for Microsoft Marketplace v1.0

This agreement (“Agreement”) is between you (“you” or “your”) and JanusID B.V., a company registered under number 65206231 with the Dutch Chamber of Commerce, and with offices at Benoordenhoutseweg 21-23, 2596 BA The Hague, The Netherlands (“JanusID”, “we”, “us” or “our”) (collectively “parties”) and governs your ‘Try before you buy’ or ‘Test Drive’ (“Trial”) use of any CheckedID services. 

By agreeing to these terms, you warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. If you do not accept and comply with this Agreement, you may not use any CheckedID services. The Agreement consists of the terms and conditions below.

You and we agree to enter into a separate services and data processing agreement when you decide to order any CheckedID services. We will provide you with these agreements upon request.

1.	Definitions
•	“App” means the CheckedID mobile identity application.
•	“Data” means any identity information regarding a person.
•	“End User” means your employee or customer/ invitee to whom you provide authentication credentials or a user code to activate the App. 

2.	Data protection
The privacy of all persons related to your organisation is important to us. Please carefully review the JanusID privacy statement which describes how we use the Data you provide to us. We are a processor of these Data and do so solely based on your instructions as set forth in this Agreement and in compliance with applicable law.  As between you and us, you own and control the Data and are responsible for it. You will secure and maintain all rights in the Data necessary for us to enable the use of the App without violating the rights of any third party or otherwise obligating us to you or to any third party.  We will use the Data solely to enable the use of the CheckedID services.

3.	Credentials and use codes for the App
Your End Users may install and use the App subject to the CheckedID Mobile App Terms of Use. To enable your End Users to activate the App, we will provide you with authentication credentials and/or QR codes. You will convey such authentication credentials and use codes to the appropriate End Users. You are responsible for maintaining the confidentiality of any such authentication credentials and use codes and you must promptly notify our customer support team about any possible misuse or any security incident.

4.	Processing of Data related to use of the App
Your End Users’ use of the App will cause certain Data to be communicated to you.  With respect to such Data provided to you, you shall:
•	Collect, use, and retain Data only if and as long as required to allow for your assessment of the future use of CheckedID services;
•	Protect Data against unauthorized access, use, and disclosure;
•	Not sell, license, or transfer Data;
•	Comply with all applicable laws; and
•	Contractually require any third-party contractors you engage to comply with the same obligations.
You agree to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any claim against us related to your online services, websites, actions, or information.
 
5.	Agreement term, termination and Trial term
This Agreement is effective until terminated by a party. The maximum term for a Trial is 60 days. Either party may terminate this agreement on 15 (fifteen) days’ notice. Termination requires a written notice to the other party by someone who is authorized to terminate this Agreement. 

6.	Warranties
Each party represents and warrants to the other party that it will comply with any and all laws, rules, and regulations that are applicable to its performance under this Agreement.
Except as stated above, we and our affiliates, resellers, distributors and vendors make no warranties of any kind, guarantees with respect to any CheckedID services.  You understand that use of any CheckedID services is at your own risk and that any CheckedID services are provided “as is”, “with all faults”, and “as available.”  You understand that computer and telecommunication devices and services are not fault-free and occasional periods of downtime may occur. We do warrant that the CheckedID service is executed with the parameters that we have agreed with you. Nothing in these terms is intended to affect any rights you may have under applicable law.

7.	Limitation of liability
If you have any basis for recovering damages, you agree that our total liability and your exclusive remedy is to recover from us direct damages up to an amount not to exceed the amounts Customer was required to pay for the CheckedID services during the Trial term. Our maximum liability to you is limited to direct damages finally awarded up to € 50. You cannot recover any other damages or losses, including consequential, lost profits, special, indirect, incidental, punitive, or for loss or corruption of Data. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or if we knew or should have known about the possibility of the damages; however, they do not apply (i) to the extent they are caused by our deliberate intent or recklessness, (ii) to any breach of confidentiality obligations and (iii) to violation of the other party’s intellectual property rights. To the maximum extent permitted by applicable law, these limitations and exclusions apply to anything or any claims related to this Agreement, any CheckedID services. This section shall also apply for the benefit of all natural persons, affiliates, resellers, distributors and vendors we engage in relation to the Agreement.

8.	Applicable law and venue
This Agreement is governed by the laws of The Netherlands, without regard to conflict of law. The competent courts of The Hague are the exclusive venue for all disputes about this Agreement. 

9.	Force majeure
Neither party will be liable for any failure in performance under this Agreement due to causes beyond that party's reasonable control.

10.	Miscellaneous
The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement, will survive termination or expiration until 1 (one) year after such expiration or termination, including all indemnity obligations and procedures. This is the entire agreement between you and us for your Trial use of any CheckedID service. It supersedes any prior agreements between you and us regarding your use of any CheckedID services. This Agreement does not create an agency, partnership, or joint venture. All parts of this Agreement apply to the maximum extent permitted by applicable law. If a court holds that we cannot enforce a part of this Agreement as written, we may replace those terms with similar terms to the extent enforceable under applicable law, but the rest of this Agreement will apply unchanged. This Agreement is solely for your and our benefit; it is not for the benefit of any other person, except for our successors and assigns.