ID 20/20™ Software: End User License Agreement (“EULA”)

 

Updated July 20, 2021

 

THIS IS A BINDING LEGAL DOCUMENT. IF YOU AGREE TO ALL TERMS, CLICK “I ACCEPT” AFTER READING THIS END USER AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE ID 20/20™ SOFTWARE.

 

1.         LICENSE .

Once you accept this End User License Agreement (“EULA”), ID 20/20 LLC (hereafter “Company,” we,” “us” or “our”) will provide you with an activated username and a password to Use the Licensed Software for its normal and intended purposes. This ability to Use ID 20/20™ software is known as a license. The license is non-exclusive and terminable. We may terminate this license if you fail to abide by all terms of this EULA as amended from time to time. If you are employed and are using ID 20/20 through your employer or through the company who engaged your services, all references to “you” in this EULA include your employer. Any new services, products, updates, modifications, enhancements, or new versions, if we provide any to you, will also be subject to this EULA.

 

2.       EVALUATION LICENSE.

This EULA also applies to any evaluation license or free trial period. If you are accessing ID 20/20™ software for beta or other testing purposes, for evaluation purposes, or under a free trial period, your use is only permitted for the stated, limited, time period. Such evaluation or free trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, express or implied.

 

3.       LICENSE RESTRICTIONS.

You agree to abide by the following restrictions now and after your license to Use ID 20/20™ software ends. We may interrupt or cancel your access if you fail to abide by these restrictions, in whole or in part, or any terms of this EULA, which cancellation or interruption shall not be a breach of this EULA.

a.        You shall keep your login username and password secret; and you are responsible for all activities that occur under such login information. Notwithstanding, you may share such login information with your systems administrator, if any.

b.       You shall not change, modify, enhance, or adapt ID 20/20 ™ software in whole or in part.

c.        You shall not copy, reproduce, republish, upload, post, transmit, license, sublicense, rent, lease, assign, or distribute ID 20/20™ software, or any portion thereof, or facilitate or permit a third party to do so without our advance written permission.

d.       You shall not create any software or services that are derived from ID 20/20™ software in whole or in part.

e.        You shall not reverse assemble, decompile, disassemble, re-engineer, or reverse compile ID 20/20™ software in whole or in part.

f.         You shall not sublicense or distribute ID 20/20™ software or any materials contained within the product in whole or in part.

g.       You shall reproduce and display all any or our notices, disclaimers, or other legends (collectively “Legends”) on authorized copies of any ID 20/20™ software reports and/or related materials.

h.       You shall not remove or alter any of Legends contained in ID 20/20™ software or appearing on any screens, documents, reports, numeric results, or other materials in whole or in part.

i.         You shall not share ID 20/20™ software in whole or in part with, or distribute it to, any third party, including any Affiliate, or support a third-party’s operations through the access and/or use of ID 20/20™ software without our prior written permission.

j.         You shall not attempt to access any of our systems, programs, or Data that are not specifically licensed to you or otherwise made available by us for your licensed Use.

k.       You shall not use any device or software to interfere or attempt to interfere with the proper operation of ID 20/20™ software or any third party’s Use of such software in whole or in part.

l.         You shall not publicly display ID 20/20™ software in whole or in part.

m.     Other than as permitted for the normal operation of ID 20/20, ™ software you shall not transmit ID 20/20™ software electronically or allow access to ID 20/20™ software over a network or a public computer-based information system that permits access to a greater number of End Users than licensed.

n.       You shall not use ID 20/20™ software in multiple computer or multiple user arrangements unless that use is covered by a separate license for each computer or End User.

o.       You shall abide by all applicable local, state, national, and international Laws (defined herein), including without limitation, you shall not ship, transmit, transfer, or export ID 20/20™ software into any country or use ID 20/20™ software in any manner prohibited by U.S., or by any importing nation’s applicable import/export Laws.

p.       You shall use all reasonable efforts as are standard in the industry to assist us in providing ID 20/20™ software to you.

q.       You shall promptly notify us by email at the customer support email address support@ID2020.net of any unauthorized use of your login information or the login information of any other End User within your organization.

r.         The terms of this Section 3, including all subsections except p. and q., shall survive the termination of this EULA.

 

4.       REVISIONS | DISCONTINUATION

W e reserve the right to modify, discontinue, delete, or restrict any aspect or feature of ID 20/20™ software without Notice or liability to you. We also reserve the right to change this EULA at any time and in any manner. We will, however, make commercially reasonable efforts to provide you with prior Notice of such alterations or discontinuation. We agree that changes cannot be retroactive. We will provide you with Notice of any changes to this EULA. Your only recourse, if you disagree with the most current version of this EULA at any time, is to discontinue your Use of ID 20/20 ™ software . Payments made for licensing Fees are NONREFUNDABLE.

 

5.      FEES/CHANGES.

All Fees for Use of ID 20/20 ™ software are specified in a separate written agreement (the “Business Terms ”) that may be with you, individually, or your employer. This EULA is incorporated within the Business Terms that you or your employer executed as if specifically included therein. Please be aware that your actions may result in increased Fees or charges.

 

6.       SYSTEMS ADMINISTRATORS.

If you are a systems administrator who has licensed multiple logins, you may authorize additional End Users, up to the number of pre-authorized licensed passwords; and you may assign various permission levels to those passwords. Each End User may only have one login username and password. No two End Users may have the same login username and password.

 

7.      DATABASE INFORMATION.

Database information or “Data ” (defined herein) that an End User inputs in ID 20/20™ software is owned by you or the third party from whom you received the Data . While we store and otherwise maintain your Data as we store our own Data, we recommend you back up your Data regularly. If you lose or damage your Data, we are not responsible for that loss. We will use commercially reasonable efforts to assist you in restoring lost or damaged Data from our latest backup in the event we maintain such backups in accordance with our standard archival/backup procedures; however, you will be charged our standard hourly rates for that restoration. You promise that all your Data does not violate any applicable Laws or anyone’s rights. Further, you warrant and represent that you comply, and shall comply, with all applicable Laws regarding the protection of personally identifiable information, protected health information, and cybersecurity.

 

8.      DATA LICENSE.

You grant us, our licensors, and our business partners a royalty-free, terminable, world-wide license to view, copy, report on, and otherwise use your Data confidentially to provide you with the ID 20/20™ software and for internal business purposes in order to improve and create new products and Services, generally, and to perform troubleshooting and maintenance.

You grant us, our licensors, and our business partners a royalty-free, non-terminable, world-wide license to view, copy, report on, commingle, and otherwise use pseudonymized or anonymized Data, analytics, and statistical information derived from your Data in whole or in part for any commercial purposes, including and by way of example only, (i) to improve and create new Services generally, (ii) to perform troubleshooting and maintenance, (iii) to advertise Services, and (iv) to combine with other client Data and third-party Data (also pseudonymized or anonymized).

 

9.       OWNERSHIP .

We own, or possess a license allowing us to sublicense, ID 20/20™ software. This license gives you no other rights, title, or interest in ID 20/20™ software in whole or in part. Upon termination of this license, (i) you will not maintain any copies of any portion of ID 20/20 ™ software (except for reports generated during the course of your Use) , (ii) you will destroy all usernames and passwords to access ID 20/20™ software, and (iii) upon our request, you will promptly certify that you do not have possession of any of our or our Affiliates’, licensors’, or business partners’ Intellectual Property. Notwithstanding, to the extent any portion of ID 20/20 ™ software is backed up on your information management system, you may retain such backups, provided that no access is permitted to such backups and such backup information is timely destroyed pursuant to your electronic backup retention/destruction policy. Further, y ou are not required to return or destroy any third-party software or hardware utilized with ID 20/20™ software and any use of such products shall be subject to third-party software and hardware agreements. The terms of this Section 9 shall survive termination of this EULA.

 

10.     NONCOMPETE | NO COMMINGLING | NO SOLICITATION.

a.        Except through Use of ID 20/20™ software for its normal and intended purposes, you shall not utilize ID 20/20™ software in whole or in part for any other purpose whatsoever or commingle our property, or that of our licensors, with any other products or services except as intended by the Licensed Software. By way of example, and not limitation, you shall not attempt to develop business (except through Use of the Licensed Software as intended), compete with us or our licensors, or assist any third party in developing, marketing, manufacturing, having manufactured, licensing, distributing, or selling competitive products or services through Use of ID 20/20™ software in whole or in part.

b.       You will not induce or attempt to induce any person not to license or Use ID 20/20™ software.

c.        You will not attempt to solicit our other clients or those of our Affiliates or licensors to provide such clients with competing products or services.

d.       The terms of this Section 10, including all subparagraphs, shall survive the termination of this EULA.

 

11.   END USER INDEMNIFICATION.

You agree to indemnify and hold us harmless from any Claim, including attorneys’ fees and costs and amounts paid in settlement, arising or resulting from your breach of any term of this EULA. The terms of this Section 11 shall survive termination of this EULA.

 

12.  CONFIDENTIALITY .

Certain Data or information within ID 20/20™ software may be considered Confidential Information . Check with your employer, if any. You shall maintain as confidential any non-public information that would reasonably be considered confidential or secret under the circumstances and shall not share such information with third parties. In the event you are uncertain whether information is confidential, you may contact us for clarification at support@ID2020.net . We will maintain the confidentiality of your Data, and your customers’ Data, as we treat our own Confidential Information, but in no event less than is standard in the industry. The terms of this Section 12 shall survive termination of this EULA.

 

13.   PATENTS, COPYRIGHTS, TRADEMARKS, AND TRADE NAMES.

Other than reports that may be printed through the standard and intended Use of ID 20/20™ software, this EULA does not grant you any right to use our, or our Affiliates’, business partners’, or licensors’, Intellectual Property, including without limitation,  patents or patent applications, copyrighted materials, Confidential Information, trademarks, logos, or trade names. If reports are printed with any of our, or our Affiliates’ or our licensors’, Legends, you shall not remove or alter those Legends. The terms of this Section 13 shall survive the termination of this EULA.

 

14.   THIRD-PARTY HARDWARE AND SERVICES.

Any representations and/or warranties relating to third-party services, such as our payment processor, or hardware or software used in conjunction with ID 20/20™ software, are provided solely by the third-party provider or manufacturer of such services, hardware, or software. You are solely responsible for acquiring and maintaining all hardware and software to allow you to access ID 20/20 ™ software. You agree to follow all appropriate instructions and procedures that we or third parties may provide. In the event you lose Data or information through network, hardware, software, or user error, you are responsible for any charges related to such retrieval.

 

15.   ACCESS .

You understand and agree that the operation and availability of the systems used to access and interact with ID 20/20 ™ software, including, without limitation, computer networks and the Internet can be unpredictable and may interfere with, or prevent access to, ID 20/20 ™ software. We are in no way responsible for any such interference or inoperability. Your sole recourse for performance issues that are not resolved to your satisfaction is to terminate this license and stop Using ID 20/20™ software.

 

16.   SOFTWARE PROVIDED WITH RESTRICTED RIGHTS .

If ID 20/20 ™ software is used on behalf of a U.S. government agency or quasi-government agency, in addition to all other applicable acquisition regulations, this EULA is binding on government users in accordance with the policy stated at FAR 12.2 et seq. and/or DFAR 227.7102-1 et seq. (technical Data/defense agencies) and 227.7202 et seq. ( computer software/defense agencies). ID 20/20™ software is a commercial item, developed at private expense, and not under a government contract. The government’s rights in such licensed software and related services are limited to those rights granted in this EULA or preapproved by us in writing.

 

17.   TERM AND TERMINATION.

a.        The Initial Term and Renewal Term are specified in the Business Terms along with timing for termination.

b.       As long as you comply with the terms of this EULA and the Business Terms are still in effect with you or your employer, we shall grant you a license to Use ID 20/20 ™ software for its standard and intended purposes.

c.        Unless otherwise agreed, we have the right to change or end providing, supporting, or maintaining ID 20/20™ software at any time in our sole discretion, which termination shall not be a breach of any agreement we have with you or your employer.

d.       If you are an employee and Use ID 20/20 ™ software on behalf of your employer, only your employer may terminate this EULA as permitted herein or request dispute resolution on your behalf.

e.        The terms of this Section 17 shall survive termination of this EULA.

 

18.  Disputes .

In the event of a dispute regarding the subject-matter of this EULA, and except for a breach wherein the non-breaching party is requesting equitable relief (such as an injunction), the parties shall first attempt to work out their dispute through discussions between the principals (or your employer’s principals) or their designees. If multiple Claims exist, the parties agree to resolve all such Claims in the aggregate through one negotiation or proceeding. Disputes may only be brought on an individual, non-class, basis.

a.       If the parties’ principals or their designees are unable to satisfactorily resolve a dispute within sixty (60) days after a dispute arises, verified upon written Notice of a dispute from one party to the other, and except for equitable relief (such as an injunction), the parties shall submit such dispute and all related disputes to mandatory mediation through a Notice of Intent to Mediate from one party to the other party. The date of the Notice of Intent to Mediate shall be the date it is received.

b.      Within ten (10) days of the Notice of Intent to Mediate, the party sending such Notice shall request mediation using the American Arbitration Association (“AAA”) located in Plano, Texas (or the closest AAA office to that location). AAA will select an unaffiliated, independent mediator to hear the parties’ dispute in the Plano, Texas metro area within thirty (30) days of a written Notice of a request for mediation by either party. Such mediator must be neutral and skilled in the area of the subject matter of the dispute.

c.       Within thirty (30) days of a Notice of Intent to Mediate, mediation sessions shall be scheduled. Mediation shall not last longer than a total of eight (8) hours unless mutually agreed upon by the parties. If mediation is successful, or the parties are able to mutually agree on a resolution without a mediator, any agreement signed by both parties shall be enforceable as a contract and shall be considered a full and final resolution of the parties’ dispute(s).

d.      Mediation costs shall be shared equally (50/50) by the parties. Each party, however, shall be responsible for all their own attorneys’ fees and witness/expert witness fees. Notwithstanding, if a party (i) fails to attend a scheduled mediation session or (ii) fails to work with the mediator in good faith to schedule mediation sessions, the party violating (i) and/or (ii) shall be solely responsible for the mediator’s applicable charges (for the unattended session or time required to schedule session(s)).

e.       Mediation (and arbitration) shall not be available to each separate End User if you have an employer. All Claims for End Users employed by the same employer shall be mediated (or arbitrated) in one mediation (or arbitration) between your employer, if any, and us.

f.         In the event the parties are unable to resolve a dispute in mediation, all Claims shall be resolved, in the aggregate and not as a class action, through arbitration using the American Arbitration Association (“AAA”) located in Plano, Texas (or the closest AAA office to that location). AAA will select an unaffiliated, independent arbitrator to hear the parties’ dispute in the Plano, Texas metro area within thirty (30) days of a written Notice of a request for arbitration by either party. Such arbitrator must be neutral and skilled in the area of the subject matter of the dispute.

                       i.             The chosen arbitrator shall have subpoena powers. The venue of any first appeal must be within Texas.

                     ii.             The parties shall pay equally for arbitration services; however, each party shall bear their own fees and costs for legal representation. Arbitration shall last a maximum of three (3) business days, unless extended by the parties’ mutual agreement, and shall commence within ninety (90) days of the filing for arbitration. During such arbitration period, the parties shall take no substantial action in the area of disagreement that would prejudice or take unfair advantage of the other party. The AAA’s commercial rules will apply; except Delaware law, including evidentiary rules, shall control, unless superseded by U.S. Federal law. The arbitrator’s decision shall be final and binding and such arbitrator shall issue written findings and an Order within a reasonable time upon completion of the arbitration, not to exceed sixty (60) days. Any Order shall be fully enforceable wherever a party is located

g.      Notwithstanding the above procedure, if a party believes immediate equitable action is required, such as a temporary restraining order or preliminary injunction, that party may request such equitable action prior to mediation or arbitration, without the necessity of posting bond, in any court having both subject matter and personal jurisdiction over the parties. Once obtained or denied, this EULA’s mediation and/or arbitration procedure shall continue or begin.

h.      The terms of this Section 18, including subsections, shall survive termination of this EULA for a period of six (6) years.

 

19.  Injunctive Relief.

You hereby acknowledge (1) the unique nature of the ID 20/20™ software that is the subject of this EULA; (2) that Company and its Affiliates, business partners, and/or licensors shall suffer irreparable harm if you breach the obligations under this EULA; and (3) that monetary damages shall be inadequate to compensate us for such a breach. Therefore, we, and our licensors, shall be entitled to injunctive relief against you without the requirement of any posting of bond or proving damages, in addition to any other remedies at law or equity, in order to enforce this EULA.

 

20.  LIMITATION OF LIABILITY | ASSUMPTION OF RISK.

a.       THE ID20/20™ SOFTWARE AND ALL INTELLECTUAL PROPERTY LICENSED TO YOU FOR USE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. YOU AND YOUR EMPLOYER, IF ANY, MAKE USE OF SUCH PROPERTY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND OUR AFFILIATES, LICENSORS, BUSINESS PARTNERS, AND SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ID 20/20™ SOFTWARE OR OTHERWISE RELATING TO THIS EULA, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND ACCURACY.

b.      In the unlikely event of any legal or equitable proceeding against you based on your Use of ID 20/20™ software, our sole responsibility, and the sole responsibility of our Affiliates and licensors, to you with respect to such a proceeding shall be limited to providing you with evidence of ownership of, or the license and right to sublicense, ID 20/20™ software and this EULA.

c.       YOU UNDERSTAND THAT COMPUTERS AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. COMPANY AND ITS AFFILITES, LICENSORS, BUSINESS PARTNERS, AND SERVICE PROVIDERS DO NOT GUARANTEE ID 20/20™ SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DATA LOSS WON’T OCCUR, NOR DOES COMPANY NOR ITS AFFILITES, BUSINESS PARTNERS, LICENSORS, AND SERVICE PROVIDERS GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS.

d.      YOU, AND YOUR EMPLOYER, IF ANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS CAUSED BY YOU OR THIRD PARTIES, DIRECTLY OR INDIRECTLY, OR ORIGINATING IN YOUR ENVIRONMENT(S).

e.       EXCEPT AS PROVIDED HEREIN, COMPANY AND ANY OF OUR LICENSORS, AFFILIATES, BUSINESS PARTNERS, AND SERVICE PROVIDERS, WILL NOT BE LIABLE IN ANY MANNER TO YOU, OR YOUR EMPLOYER, IF ANY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS, OR LOST REVENUE, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, OR ANY OTHER LOSS OR INJURY ARISING OUT OF THE USE OF OR INABILITY TO USE THE ID 20/20™ SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF COMPANY’S OR ITS LICENSOR’S FAULT OR NEGLIGENCE AND REGARDLESS OF WHETHER THAT NEGLIGENCE IS ACTIVE OR PASSIVE.

f.         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, BUSINESS PARTNERS, AND LICENSORS WILL NOT BE LIABLE IN ANY MANNER TO YOU, (INCLUDING YOUR EMPLOYER) OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, ATTORNEYS’ FEES, AND COSTS, AND ANY AMOUNTS PAID IN SETTLEMENT), ARISING OUT OF THE USE OF OR INABILITY TO USE ID 20/20™ SOFTWARE IN WHOLE OR IN PART, EVEN IF WE, OUR AFFILIATES, BUSINESS PARTNERS, OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF OUR, OR OUR AFFILIATES, BUSINESS PARTNERS, OR OUR LICENSORS’, FAULT OR NEGLIGENCE. IN THE EVENT THIS LIMITATION IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S), OUR LIABILITY, AND THAT OF OUR AFFILIATES, BUSINESS PARTNERS, AND LICENSORS, SHALL NOT EXCEED THE MAXIMUM RECOVERY HEREIN . Your Maximum Recovery shall be solely the total of Fees actually paid by you to us during the two (2) months immediately preceding when the Claim(s)(defined herein) arose. This Maximum Recovery shall include all costs, expenses, and any interest thereon, including, without limitation, your attorneys’ fees and costs and any amounts paid in settlement. The terms of this Section 20, including subparagraphs, shall survive the termination of this EULA.

 

21.  DEFINITIONS .

a.        “Affiliate” of a party means, for so long as one of the following relationships is maintained, ( i) any entity owned by, owning, or under common ownership with a party to this EULA or Business Terms or ( ii ) another entity whereby a party has the power to vote on or direct the affairs of such other entity, or ( iii ) any p erson, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control with a party .

b.       “Claim” means any disagreement, demand, controversy, dispute, cause of action, litigation, or other legal or equitable proceeding whatsoever.

c.        “Confidential Information” means information disclosed by one party to the other, regardless of form or format, that would reasonably be considered private and confidential under ordinary circumstances or is identified as confidential or trade secret. Failure to mark information as confidential shall not injure its confidential status. Notwithstanding, information that the receiving party can adequately demonstrate (i) is or has become generally known to the public, or (ii) is received from a third party, or (iii) was known by the receiving party prior to disclosure, all of (i), (ii), and (iii) without any breach of any obligation owed to the disclosing party, shall not be considered confidential. By way of example and not limitation, Confidential Information under this EULA includes ID 20/20 source code and object code, customer Data, login usernames and passwords, pricing information, customer lists, and vendor lists.

d.       “ Data” means information input into the ID 20/20™ software (the “Licensed Software”) by an End User.

e.        “ End User ” means the human individual Using ID 20/20 for its normal and intended purposes.

f.         “Initial Term” shall have the meaning specified in Section 1 herein.

g.       “Renewal Term” shall have the meaning specified in Section 1 herein.

h.       “Intellectual Property” means rights in and to any and all intangible and industrial property, including, without limitation, all patents, patent applications, trademarks, trade dress, copyrights, and confidential information, including trade secrets, as well as derivative works and improvements thereto. By way of example, and not limitation, Intellectual Property includes (i) all designs, specifications, processes, techniques, technology, drawings, strategies, methodologies, presentations, prototypes, computer programs, source code, object code, models, marketing plans, and inventions that are the result of creativity, (ii) proprietary and confidential information, including trade secrets, ideas, concepts, moral rights, and know-how, and (iii) publicity and privacy rights, all of (i), (ii) and (iii) in any form or format and whether or not registered or registrable, and including all rights to all related applications, continuations, divisionals, registrations, and renewals thereof.

i.         “Law” means all applicable federal, state, and local statutes, rules, regulations, ordinances, orders, and related case law and includes at law or in equity.

j.         “Legends” means any copyright, patent, trademark, or other proprietary notices , disclaimers, or other statements appearing on, or in connection with, our Services.

k.       “Maximum Recovery” shall have the meaning specified in Section 20f. herein.

l.         “Notice” means a written document sent by one party to the other party by (i) hand-delivery with written confirmation of delivery, (ii) postage pre-paid mail, with written confirmation of delivery (such as via registered, certified, or USPS priority mail), or (iii) by email with a separate electronic confirmation of delivery. In the event of Notice via email to Company, a courtesy additional Notice shall be delivered by postage pre-paid mail. Notice by Company to all its customers may be delivered by email and/or online electronic click-through Notice that is accepted by Client or its End Users in Using the ID 20/20™ software.

m.     “Services” shall be the ID 20/20™ software as a service and any assistance we may provide to you through this EULA, including the Business Terms.

n.       “Use” or “Used” as to ID 20/20™ software means viewing or displaying such software by an authorized End User. Use of software includes transmitting such software to hardware to process information contained therein. Use does not permit transfer except as permitted in this EULA or mutually agreed upon in writing.

o.      The plural of any term shall have the same meaning as the singular except for the standard grammatical revision. The definitions contained within Section 21, including all subsections, shall survive termination of this EULA.

 

22.  GENERAL.

a.        PARTIES . Each of you and ID 20/20 may be referenced as a “ party ” or together as the “ parties .”

b.       CONFLICT IN TERMS . Unless specifically stated, in the event of any conflict in terms, the Business Terms shall control over this EULA. 

c.       APPLICABLE LAW/CHOICE OF LAW . This EULA shall be construed in accordance with and governed by the laws of Delaware, except to the extent that U.S. Federal law supersedes, without regarding to any conflict of Laws provisions. All disputes shall be determined through the dispute resolution procedure specified in the EULA.

d.       WAIVER . Any waiver of a particular breach of this EULA by a party shall not operate as a waiver to any other breach of this EULA by that party.

e.        RELATIONSHIP OF PARTIES. Nothing in this EULA shall be construed as creating an agency, partnership, joint venture, or employment relationship between the parties.

f.         NO ASSIGNMENT . You may not assign or transfer this EULA, the license granted, or the rights or obligations specified herein without our prior written authorization. A transfer of primarily all of Licensee’s assets, shares, or ownership interests shall still require Licensor’s prior written authorization Company may freely assign its rights and obligations under this EULA.

g.      MODIFICATION . This EULA may be amended or altered from time to time at our sole and exclusive discretion. You will be given thirty (30) days’ Notice of any change to this EULA before it becomes effective.

h.      SEVERABILITY . The provisions of this EULA shall be deemed severable and the invalidity, illegality, or unenforceability of any provision of this EULA shall not affect the validity or enforceability of any other provisions. In the event any provision of this EULA is found to be invalid, illegal, or unenforceable, the parties, any assigned mediator, or the court within the agreed-upon jurisdiction shall endeavor to modify that clause in a manner that gives effect to our intent in entering into this EULA.

i.         NOTICES . If you need to provide Notice to us, please direct your Notice, postage or courier prepaid, to 6600 Chase Oaks Blvd., #100, Plano, Texas 75023-2382 USA by certified, registered, or priority mail, or by courier, all with a request for a written confirmation of receipt. Email Notices shall be sent to support@ID2020.net . Notice will be considered received on the date the written return receipt specifies. We may provide Notice to you by email, with a confirmation of delivery, if the issue for which we are providing notification is personal to you. If Notice is being provided to all End Users, we will provide Notice by posting that Notice on the ID 20/20™ software, which Notice you will be required to review prior to next accessing the software. Notice to you will be considered received if (i) we receive a delivery receipt for our email, or (ii) you access the ID 20/20™ software after we have published our Notice.

j.         HEADINGS . All captions, fonts, underlining, or footers used in this EULA are for convenience only and shall have no meaning in the interpretation or effect of this EULA.

k.      CONSTRUCTION . This EULA, including revisions and amendments, shall not be construed against the drafter. Any action that is prohibited from being accomplished “directly” is also prohibited from being accomplished “indirectly.” The term “you” shall include the entity or organization identified as “Client” in the Business Terms and the End User accepting this EULA prior to Using the ID 20/20™ software.

l.         ENTIRE AGREEMENT . This EULA, along with any Business Terms, represents the entire agreement between the parties. If you submit a purchase order to Company, such terms shall have no binding effect on us, whatsoever.

m.    NO NEGATIVE COMMENTS. No party shall do anything to injure the fine reputation of, nor make any negative comments regarding, the other party to any third party or media (including through social media postings) at any time during the term of this EULA or after its termination except in confidential discussions with legal counsel or a mediator or arbitrator. This Section only applies to executive or officer level (or higher) commentary made directly or indirectly that injures the other party’s fine reputation or hinders the business of such other party. Notwithstanding, if a third party independently, and without solicitation from Client, contacts Client to obtain a reference regarding our Services, Client is free to discuss its own experiences with us and the Services. Nothing in this Section shall be interpreted to limit either party’s rights and remedies permitted at law or in equity.

n.      AUTHORITY . In addition to all terms herein, by executing the accompanying Business Terms, you represent and warrant to us that you (i) have read and understood all terms of this EULA, (ii) are over the age of 18, (iii) are competent to agree to this EULA, and (iv) shall abide by these terms.

o.      SURVIVAL . Section 22, including all subparagraphs, shall survive the termination of this EULA.

If you have any questions about this EULA, please contact support@ID2020.net before executing the Business Terms. For legal Notices or service of process, you may write us at: 6600 Chase Oaks Blvd., #100, Plano, Texas 75023-2382 USA.

 

Updated: July 20, 2021