Hive.id provides identity verification services, through a software platform that it makes available as a service through its website at www.hive.id and through a Hive.id API and/or Hive.id SDK (the “Cloud Services”).
This Hive.id Services Agreement includes this introduction, the Terms Of Service, Identity Verification Terms, Definitions and incorporated documents and terms (“Agreement”) and forms a legal agreement among Hive Identity Technologies OÜ (Hive.id) and the entity or sole proprietor on whose behalf a Hive.id account is created (“you” and “your”) to receive identity verification, data, technology, or other business services offered by Hive.id and its Affiliates.
This Agreement states the terms and conditions that apply to your use of the Cloud Services.
This Agreement is effective upon the date you first access or use the Cloud Services (“Effective Date”) and continues until you or Hive.id terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.
You and Hive.id agree as follows:
1. Your Hive.id Account
Only businesses (including sole proprietors) and non-profit organizations are eligible to apply for a Hive.id Account and use the Cloud Services. You and your Representative must not attempt to create a Hive.id Account on behalf of or for the benefit of a user whose use of the Hive.id services was suspended or terminated by Hive.id, unless Hive.id approves otherwise.
1.2 Business Representative
You and your Representative individually affirm to Hive.id that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Hive.id may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
1.3 Sole Proprietors
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Cloud Services and your obligations to Customers, including payment of amounts you owe under this Agreement.
1.4 Age Requirements
If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to Hive.id and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Cloud Services if you are under 13 years of age.
2. Cloud Services and Support
2.1 Cloud Services
Hive.id (and its Affiliates, as applicable) will make available to you the Cloud Services, including those described in the applicable Identity Verification Terms, and, if applicable, give you access to a Hive.id Dashboard.
2.2 Identity Verification Terms; Order of Precedence
The Identity Verification Terms contain specific terms governing the parties’ rights and obligations related to the Identity Verification Services described in those Terms. By accessing or using a Cloud Service, you agree to comply with the applicable Identity Verification Terms. If any term in these Terms Of Service conflicts with a term in Identity Verification Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Identity Verification Terms; (b) these Terms Of Service; and (c) all terms incorporated by reference into this Agreement.
2.3 Cloud Service Modifications and Updates
Hive.id may modify the Cloud Services and Technology at any time, including adding or removing functionality or imposing conditions on use of the Cloud Services. Hive.id will notify you of material adverse changes in, deprecations to, or removal of functionality from, Cloud Services or Technology that you are using. Hive.id is not obligated to provide any Updates. However, if Hive.id makes an Update available, you must fully install the Update by the date or within the time period stated in Hive.id’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
Hive.id may subcontract its obligations under this Agreement to third parties.
2.5 Cloud Services Restrictions
You may only use the Cloud Services for business purposes. You must not, and must not enable or allow any third party to:
(a) use the Cloud Services for personal, family or household purposes;
(b) act as service bureau or pass-through agent for the Cloud Services with no added value to Customers;
(c) work around any of the technical limitations of the Cloud Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Hive.id programs, data, or services;
(d) except to the extent Law permits, reverse engineer or attempt to reverse engineer the Cloud Services or Hive.id Technology;
(e) use the Cloud Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;
(f) perform or attempt to perform any action that interferes with the normal operation of the Cloud Services or affects other Hive.id users; or
(g) copy, reproduce, republish, transmit, resell, or distribute in any way, any part of the Cloud Services, Documentation, or the Hive.id Website except as permitted by Law.
2.6 Beta (Early Release Preview) Services
(a) Classification. Hive.id may classify certain Cloud Services or Technology, including a particular release or feature, as Beta.
(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Hive.id may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services
(c) Feedback. Unless Hive.id otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Hive.id requests.
(d) Availability During Beta Period. Hive.id may suspend or terminate your access to any Beta Services at any time.
Hive.id will provide you with support to resolve general issues relating to your Hive.id Account and your use of the Cloud Services through resources and documentation that Hive.id makes available on the Website and in the Documentation. Hive.id’s support is also available by contacting Hive.id.
3.1 User Information
Upon Hive.id’s request, you must provide User Information to Hive.id in a form satisfactory to Hive.id. You must keep the User Information in your Hive.id Account current. You must promptly update your Hive.id Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Hive.id, and provide to Hive.id updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Cloud Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
3.2 Information Retrieved by Hive.id
You authorize Hive.id to retrieve information about you and your business from Hive.id’s service providers and other third parties, including credit reporting agencies and information bureaus, and you authorize and direct those third parties to compile and provide that information to Hive.id. This information may include your, or your Representative’s, name, addresses, credit history, and financial history.
4. Cloud Services Fees; Taxes
4.1 Cloud Services Fees and Payment
The Fees are stated on the Hive.id Pricing Page, unless you and Hive.id otherwise agree in writing. Hive.id may revise the Fees at any time. If Hive.id revises the Fees for a Cloud Service that you are currently using, Hive.id will notify you at least 30 days (or a longer period if Law requires) before the revised Fees apply to you.
Hive.id shall charge you at the beginning of each Subscription Period in respect of: (a) The Package Fees due for that Subscription Period; and (b) Additional Verification Fees due in respect of the previous Subscription Period.
Hive.id may charge you before the end of a Subscription Period in respect of Additional Verification Fees due if the number of Queries submitted by you in the then-current Subscription Period is equal to or more than twice the number of Pre-Purchased Queries in respect of that Subscription Period.
4.2 Collection of Fees and Other Amounts
You must pay, or ensure that Hive.id is able to collect, Fees and other amounts you owe under this Agreement when due. Hive.id may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Hive.id or any of its Affiliates, from your Hive.id Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts within 7 days of the due date, and without prejudice to any other rights and remedies available to Hive.id:
(a) Hive.id may, without liability to you, suspend or temporarily disable all or part of your access to the Cloud Services and Hive.id shall be under no obligation to provide any access to the Cloud Services while the relevant sum remains unpaid;
(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of Estonia at the due date for payment of the relevant Verification Fees, commencing on the due date for payment and continuing until the Verification Fees have been paid in full, whether before or after judgment; and
(c) you shall reimburse Hive.id for all reasonable costs and expenses (including reasonable lawyers' fees) incurred by Hive.id in collecting any overdue amounts.
Hive.id’s fees exclude all Taxes, except as the Hive.id Pricing Page states to the contrary.
5. Termination; Suspension
(a) Your Termination. You may terminate this Agreement at any time by closing your Hive.id Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Cloud Services. If after termination you use the Cloud Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Cloud Services again.
(b) Hive.id Termination. Hive.id may terminate this Agreement (or any part) or close your Hive.id Account at any time for any or no reason (including if any event listed in Sections 5.2(a)–(i) of these Terms Of Service occurs) by notifying you. In addition, Hive.id may terminate this Agreement (or relevant part) for cause if Hive.id exercises its right to suspend Cloud Services (including under Section 5.2 of these Terms Of Service) and does not reinstate the suspended Cloud Services within 30 days.
(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 7 days after receiving notice specifying the breach.
(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.
Hive.id may immediately suspend providing any or all Cloud Services to you, and your access to the Hive.id Technology, if:
(a) Hive.id believes it will violate any Law, Identity Verification Terms or Governmental Authority requirement;
(b) a Governmental Authority requires or directs Hive.id to do so;
(c) you do not update in a timely manner your implementation of the Cloud Services or Hive.id Technology to the latest production version Hive.id recommends or requires;
(d) you do not respond in a timely manner to Hive.id’s request for User Information or do not provide Hive.id adequate time to verify and process updated User Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) you enter an Insolvency Proceeding;
(g) Hive.id believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Hive.id; or
(h) Hive.id believes that your use of the Cloud Services (i) is or may be harmful to Hive.id or any third party; (ii) presents an unacceptable level of risk; (iii) degrades, or may degrade, the security, stability or reliability of the Hive.id services, Hive.id Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (iv) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (v) is or may be unlawful.
6. Use Rights
6.1 Use of Cloud Services
Subject to the terms of this Agreement, Hive.id grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Hive.id Technology, as long as your access and use is:
(a) solely as necessary to use the Cloud Services;
(b) solely for your business purposes; and
(c) in compliance with this Agreement and the Documentation.
During the Term, you and your Affiliates may provide Feedback to Hive.id. You grant, on behalf of yourself and your Affiliates, to Hive.id a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Hive.id services. All Feedback is Hive.id’s confidential information.
6.3 No Joint Development
Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to any party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.
7. Privacy and Data Use
7.1 Privacy Policies
7.2 Personal Data
7.3 Protected Data
To the extent Law permits, Hive.id will use Protected Data to (a) secure, provide access to, and update the Hive.id services; (b) fulfill its obligations under Law, and comply with Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, and other harm. Hive.id is not obligated to retain Protected Data after the Term, except as (i) required by Law; (ii) required for Hive.id to perform any post-termination obligations; (iii) this Agreement otherwise states; or (iv) the parties otherwise agree in writing. You are responsible for being aware of and complying with Law governing your use, storage and disclosure of Protected Data.
7.4 Use of Fraud Signals
If Hive.id provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Hive.id may incorporate your subsequent actions and inactions into Hive.id’s fraud and verification model, for the purpose of identifying future potential fraud.
8. Data Security
Each party will maintain reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
8.2 Hive.id Account Credentials
You must prevent any Credential Compromise, and otherwise ensure that your Hive.id Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Hive.id, including by providing information that Hive.id requests. Any act or failure to act by Hive.id will not diminish your responsibility for Credential Compromises.
8.3 Data Breach
You must notify Hive.id immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.
8.4 Audit Rights
If Hive.id believes that a compromise of data has occurred on your systems, website, or app, Hive.id may require you to permit a third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits.
9. Representations and Warranties
9.1 Representations and Warranties
You represent as of the Effective Date, and warrant at all times during the Term, that:
(a) you have the right, power, and ability to enter into and perform under this Agreement;
(b) you are a business (which may be a sole proprietor) or a non-profit organization and are eligible to apply for a Hive.id account and use the Cloud Services;
(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Cloud Services in compliance with this Agreement and Law;
(d) your employees, contractors and agents are acting consistently with this Agreement;
(e) your use of the Cloud Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Cloud Services;
(f) you comply with Law with respect to your business, your use of the Cloud Services and Hive.id Technology, and the performance of your obligations in this Agreement;
(g) you comply with the Documentation;
(h) all information you provide to Hive.id, including the User Information, is accurate and complete.
9.2 Scope of Application
Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 9.1 and 14.9 of these Terms Of Service apply generally to your performance under this Agreement. Additional representations and warranties that apply only to identity verification may be included in the Identity Verification Terms.
10.1 Hive.id IP Infringement
(a) Hive.id will defend you against any IP Claim and indemnify you against all IP Claim Losses.
(b) Hive.id’s obligations in this Section 10.1 do not apply if the allegations do not specify that the Hive.id Technology, Cloud Services, or Mark of Hive.id is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:
- (i) the use of the Hive.id Technology or Cloud Services in combination with software, hardware, data, or processes not provided by Hive.id;
- (ii) failure to implement, maintain and use the Hive.id Technology or Cloud Services in accordance with the Documentation and this Agreement;
- (iii) your breach of this Agreement; or
- (iv) your negligence, fraud or willful misconduct.
(c) You must promptly notify Hive.id of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Hive.id of its obligations under this Section 10, except to the extent Hive.id has been prejudiced by the delay or failure. You must give Hive.id sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Hive.id will not enter into any settlement that imposes any obligation on you (other than payment of money, which Hive.id will pay) without your consent. You must reasonably assist Hive.id in defending the IP Claim.
(d) Hive.id may in its discretion and at no additional expense to you:
- (i) modify the Hive.id Technology or Cloud Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;
- (ii) replace the affected Hive.id Technology or Cloud Services with a non-infringing alternative;
- (iii) obtain a license for you to continue to use the affected Hive.id Technology, Cloud Services, or Mark; or
- (iv) terminate your use of the affected Hive.id Technology, Cloud Services, or Mark with a 30 days notice.
(e) This Section 10.1 states Hive.id’s sole liability, and your sole and exclusive right and remedy, for infringement by the Hive.id Technology, Cloud Services, or Marks of Hive.id, including any IP Claim.
10.2 User Indemnification
(a)You will defend the Hive.id against any Claim made against Hive.id to the extent arising out of or relating to:
- (i) your breach of any of your representations, warranties or obligations under this Agreement;
- (ii) your use of the Cloud Services, including use of Personal Data;
- (iii) an allegation that any of the Marks you license to Hive.id, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or
- (iv) negligence, willful misconduct or fraud by you, or a director, employee or agent of you;
(b) You will indemnify Hive.id against all Hive.id Losses arising out of or relating to Claims described in this Section 10.2.
11. Disclaimer and Limitations on Liability
The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
Hive.id provides the Cloud Services and Hive.id Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Hive.id does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Cloud Services, the Hive.id Technology, Hive.id Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Hive.id is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Cloud Services, your Hive.id Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, Hive.id is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Cloud Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Hive.id Data or Protected Data; (c) Cloud Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Cloud Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Hive.id Data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent or illegal conduct.
11.2 LIMITATIONS ON LIABILITY
(a) To the maximum extent permitted by Law, Hive.id will not be liable to you or your Affiliates in relation to this Agreement or the Cloud Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or Hive.id have been advised of their possibility.
(b) To the maximum extent permitted by Law, Hive.id will not be liable to you or your Affiliates in relation to this Agreement or the Cloud Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Hive.id during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.
12. Dispute Resolution; Agreement to Arbitrate
12.1 Governing Law
The laws of the Republic of Estonia will govern this Agreement, without giving effect to its conflict of law principles.
12.2 Binding Arbitration
(a) Subject to Section 12.6 of these Terms Of Service, all disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be determined by binding arbitration under the ECCI Rules by a sole arbitrator appointed according to the ECCI Rules. The arbitrator may be the same nationality as any of the parties, and must be a sworn advocate pursuant to the Estonian Bar Association Act. The place of arbitration will be Tallinn, Estonia. The language of the arbitration will be English.
(b) Nothing in this Agreement will preclude Hive.id from making any application or issuing any legal or insolvency proceeding in an appropriate court under insolvency law in your jurisdiction.
(c) Nothing in this Agreement will preclude the parties from seeking injunctive relief in aid of arbitration from a court of appropriate jurisdiction.
12.3 Arbitration Procedure
A party must notify the other relevant parties of its intention to begin arbitration before doing so. The notice must specify the date on which the party plans to file the Request for Arbitration, which must be at least 30 days after the notice.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, all documentation submitted or exchanged in the course of the arbitration proceeding, the submissions made by the parties and the decision made by the arbitrator, including its awards, except (a) as necessary to prepare for and conduct the arbitration hearing; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Hive.id may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (d) each party may disclose as necessary to professional advisers that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires and to the extent not already in the public domain. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
12.5 Conflict of Rules
In the case of a conflict between the provisions of this Section 12 and the ECCI Rules, the provisions of this Section 12 will prevail.
12.6 IP Rights
Each dispute, claim and controversy (if any) principally related to any party’s IP Rights will be resolved by litigation, and the parties submit to the non-exclusive jurisdiction of the courts of the Republic of Estonia with respect to these disputes, claims and controversies.
13. Modifications to this Agreement
Hive.id may modify all or any part of this Agreement at any time by posting a revised version of the modified Terms Of Service (including the introduction to this Agreement and the Definitions), Identity Verification Terms or terms incorporated by reference on the Hive.id Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Hive.id notifies you, as stated in the notice. By continuing to use Cloud Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Hive.id Legal Page regularly for modifications to this Agreement. Hive.id last modified these Terms Of Service on the date listed under the “Terms Of Service” heading, and Identity Verification Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 13) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.
14. General Provisions
14.1 Electronic Communications
By accepting this Agreement or using any Cloud Service, you consent to electronic communications.
14.2 Notices and Communications
(a) Notices to Hive.id. Unless this Agreement states otherwise, for notices to Hive.id, you must contact us. A notice you send to Hive.id is deemed to be received when Hive.id receives it.
(b) Communications to you. In addition to sending you a Communication electronically as Section 14.1 of these Terms Of Service describes, Hive.id may send you Communications by physical mail or delivery service to the postal address listed in the applicable Hive.id Account. A Communication Hive.id sends to you is deemed received by you on the earliest of (i) when posted to the Hive.id Website or Hive.id Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
14.3 Legal Process
14.4 Collection Costs
You are liable for all costs Hive.id incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.
(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.
(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
(c) Except where expressly stated otherwise in a writing executed between you and Hive.id, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Cloud Services.
(d) All references in this Agreement to any terms, documents or Law are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
(e) The section headings of this Agreement are for convenience only and have no interpretive value.
(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.
(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.
(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
14.7 Force Majeure
Hive.id will not be liable for any losses, damages, or costs you suffer, or delays in Hive.id’s performance or non-performance, to the extent caused by a Force Majeure Event.
You may not assign or transfer any obligation or benefit under this Agreement without Hive.id’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Hive.id may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
14.9 Export Control
You must not use or otherwise export, re-export or transfer the Hive.id Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Hive.id Technology was distributed and obtained, including by providing access to Hive.id Technology to any individual or entity ordinarily resident in a High-Risk Jurisdiction. By using the Hive.id Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; or (y) owned 50% or more, or controlled, by individuals and entities located in or, as applicable, organized under the laws of any High-Risk Jurisdiction. You must not use the Hive.id Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
14.10 No Agency
Each party is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Hive.id and you. If this Agreement expressly establishes an agency relationship between you as principal and Hive.id as agent, the agency conferred, including your rights as principal and Hive.id’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Hive.id, and will in no event establish an agency relationship for tax purposes.
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
14.12 Cumulative Rights
The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at Law. Any material breach by a party of Section 6 or Section 7 of these Terms Of Service could cause a non-breaching party irreparable harm for which a non-breaching party has no adequate remedies at law. Accordingly, each non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
14.13 Entire Agreement
This Agreement constitutes the entire agreement and understanding of the parties with respect to the Cloud Services, and supersedes all prior and contemporaneous agreements and understandings.
1. Identity Verification Platform.
These terms (“Identity Verification Terms”) supplement the Terms Of Service and govern your use of the Hive.id Identity Verification Services and Data.
2. Use of the Hive.id Identity Verification Services.
2.1 Permitted Uses.
You may use the Hive.id Identity Verification Services only:
(a) to verify the identity of Verifiable Individuals to the extent necessary to satisfy your compliance obligations under Law;
(b) to prevent fraud or misuse as related to your goods and services;
(c) to improve the safety or security of your business, operations and services;
2.2 Restricted Uses.
You must not, and must not enable or allow any other party to:
(a) represent or imply that Hive.id is acting as your agent or appointed by you for the purpose of conducting or meeting your Due Diligence Requirements;
(b) use the Hive.id Identity Verification Services, any information you receive in connection with the Hive.id Identity Verification Services, or any Verification Data to create or support a product that competes with the Hive.id Identity Verification Services;
(c) use the Hive.id Identity Verification Services, the information you receive in connection with the Hive.id Identity Verification Services, or Verification Data in a manner that would violate any Law;
(d) reuse, sell, rent, transfer, make available, or communicate orally or through other means the information you receive in connection with the Hive.id Identity Verification Services (including as the term “sell” is defined in the CCPA, as applicable);
(e) use the Hive.id Identity Verification Services to verify the identity of an individual who is under the age of 16 (and, if verifying the identity of an individual in Brazil aged 16 or 17, you must ensure that the individual’s parent or guardian has consented to and assisted in the access and use of the Hive.id Identity Verification Services in accordance with Law).
(f) use the Hive.id Identity Verification Services as a factor in determining any person’s eligibility for credit, insurance, housing or employment, or in a manner that would cause Hive.id to be a “consumer reporting agency” or cause Hive.id Data you receive to constitute a “consumer report”, each as described in the FCRA (as applicable);
(g) use the Hive.id Identity Verification Services or verify the identity of Verifiable Individuals linked directly or indirectly with the High-Risk Jurisdictions.
2.3 Further Obligations.
(a) If Law requires, you must provide each individual with an alternative method of verification that does not involve processing of any biometric information.
(b) If an individual does not consent to Selfie Verification, you may use the Hive.id Identity Verification Services to offer an alternative method of verification that does not use Selfie Verification.
(c) If an individual does not consent to you using the Hive.id Identity Verification Services, then Hive.id is not obligated to perform the Hive.id Identity Verification Services and you are solely responsible for providing an alternative means of verifying that individual.
3. Use of Data.
3.1 Hive.id’s Use of Verification Data.
Verification Data shall be considered Protected Data for the purposes of this Agreement. As part of the Hive.id Identity Verification Services, unless you instruct Hive.id not to do so, Hive.id may generate and provide to you verification results and Optical Character Recognition (OCR) results from any documents submitted through the Hive.id Identity Verification Services, which results are Hive.id Data for the purposes of this Agreement.
3.2 Your Use of Verification Data and Hive.id Data.
You may use the Hive.id Data and Verification Data that Hive.id makes available to you in connection with the Hive.id Identity Verification Services solely for the purposes described in your agreements with Verifiable Individuals.
4. Representations and Warranties; Disclaimers.
4.1 No Warranty.
Hive.id does not represent or warrant that the Hive.id Identity Verification Services will enable you to fulfill your obligations under Law, including with respect to Due Diligence Requirements. You are solely responsible for complying with Law, including with respect to Due Diligence Requirements.
(a) Hive.id does not guarantee that the Hive.id Identity Verification Services will detect or prevent all fraudulent activities or correctly verify the identity of any individual.
(b) Hive.id makes no representation or warranty that the Hive.id Identity Verification Services will enable you to comply with Law, and you remain solely responsible for ensuring that you meet your legal obligations.
(c) You are responsible and liable for your actions and decisions in connection with the Hive.id Identity Verification Services, including your decisions to enter, or not enter, into business relationships with any persons.
(d) Hive.id and its Affiliates are not liable for any losses, damages, or costs that you suffer in connection with any fraudulent activities that the Hive.id Identity Verification Services did not detect or prevent.
(e) Hive.id and its Affiliates are not liable for any losses, damages, or costs caused by your failure to meet any of your Due Diligence Requirements, or by the Hive.id Identity Verification Services failing to correctly verify the identity of any individual.
5. Privacy and Data Protection
(b) state the process through which Verifiable Individuals can submit data subject requests (including data deletion and data access) to you, and provide your contact information for this purpose;
(c) state the ways in which you will use Verification Data, including, if Law requires, whether you will sell or disclose Verification Data (including as the term “sell” is defined in the CCPA, as applicable);
(d) if Law requires, (i) state the alternative verification methods that you make available to individuals who do not consent to be verified by the Hive.id Identity Platform; (ii) state that using the Hive.id Identity Platform may include transmitting Verification Data outside of your jurisdiction, including to the United States; and (iii) state that Verification Data may be submitted to third-party service providers, including Governmental Authorities, for the purpose of verifying the identity of the Verifiable Individual; and
(e) include all other information Law requires you to include.
5.3 Minimum Requirements.
5.4 No Inconsistent Terms.
5.5 Hive.id may Notify or Obtain Consent.
Depending upon your implementation of the Hive.id Identity Verification Services, Hive.id may provide notice to or obtain consent from Verifiable Individuals as described in the Documentation for the purpose of enabling Hive.id to provide the Hive.id Identity Verification Services.
5.6 Your Obligation to Obtain Consent.
Where Hive.id does not obtain consent from the Verifiable Individual under Section 5.5 of these Hive.id Identity Verification Terms, you must obtain the Verifiable Individual’s consent as this Hive.id Identity Verification FAQ describes. You must obtain all consents from Verifiable Individuals that are required to allow you to collect and share Verification Data with Hive.id, and allow Hive.id to use that data as this Agreement describes.
5.7 Security Controls.
You must implement and maintain safeguards and security controls that are reasonable for the size, nature and maturity of your business and industry to protect Verification Data and Hive.id Data against unauthorized access, use and disclosure. If you fail to do so, in addition to all other remedies available to Hive.id, Hive.id may suspend or restrict your access to the Hive.id Identity Verification Services and Verification Data.
5.8 Assistance to Notify.
6.1 Obligation to Provide Information.
You must provide information that Hive.id requests for the purpose of ensuring that you comply with this Agreement, including information verifying:
(a) that your use of the Hive.id Identity Verification Services complies with these Hive.id Identity Verification Terms and Law;
(b) that your receipt and use of the Hive.id Data and Verification Data complies with these Hive.id Identity Verification Terms and Law;
(c) that you have not modified the Hive.id Identity Verification Services without Hive.id’s consent;
(d) your industry, business activities, licensing and regulatory standing; and
(e) your purpose for using the Hive.id Identity Verification Services.
6.2 Obligation to Respond Promptly.
You must respond to Hive.id’s requests for information promptly, but no later than 14 days after Hive.id’s request. Hive.id may suspend or terminate your access to the Hive.id Identity Verification Services immediately if you fail to provide information Hive.id requests under this Section 6.
7. Retention and Deletion of Data.
7.1 Data Hive.id Stores on Your Behalf.
(a) You instruct Hive.id to store on your behalf a copy of Verification Data for a period of 3 years following verification, or a shorter period as you may instruct according to the Documentation. You are responsible for (i) determining how long Law requires you to store copies of Verification Data; and (ii) storing (either yourself or through Hive.id) the Verification Data for the time period Law requires.
(b)Upon termination of these Hive.id Identity Verification Terms, Hive.id may delete copies of Verification Data that Hive.id has stored on your behalf.
7.2 Data Hive.id Stores for its Own Purposes.
Notwithstanding Section 7.1 of these Hive.id Identity Verification Terms, Hive.id may retain a copy of Verification Data as long as Law permits.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.
“Beta Service” means any Beta portion of the Cloud Services or Hive.id Technology.
“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.
“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.
“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.
“Cloud Service” means a service Hive.id makes available to you under this Agreement.
“Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.
“Content” means all text, images, and other content that Hive.id does not provide to you and that you upload, publish or use in connection with the Cloud Services.
“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.
“Credential Compromise” means an unauthorized access, disclosure or use of your Hive.id Account credentials.
“Data Processing Agreement” means the data processing agreement located at www.hive.id/legal/dpa.
“Documentation” means the sample code, instructions, requirements and other documentation (a) available on the Hive.id Website, the first page of which is located at docs.hive.id; and (b) included in the Hive.id SDKs.
“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).
“ECCI Rules” means the Rules of Estonian Chamber of Commerce and Industry in effect on the date the applicable arbitration proceeding begins.
“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.
“Feedback” means ideas, suggestions, comments, observations and other input you provide to Hive.id regarding Hive.id services and the Hive.id Technology.
“Fees” means the fees applicable to the Cloud Services.
“Force Majeure Event” means an event beyond the control of Hive.id, including a strike or other labour dispute; labour shortage, stoppage or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state or national health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Cloud Services, Hive.id or you, as applicable.
“High-Risk Jurisdiction” means the following jurisdictions or administrative regions that Hive.id has deemed to be of particularly high risk (for legal, commercial, operational or any other reasons): Cuba, Iran, North Korea, Syria, Russian Federation, and the Crimea, Donetsk, and Luhansk Regions.
“Hive.id Account” means your Hive.id account.
“Hive.id API” means all instances of the Hive.id application programming interfaces, including all endpoints that enable Hive.id users to use Hive.id services.
“Hive.id Dashboard” means the interactive user interface through which a Hive.id user may view information about and manage a Hive.id account located at dashboard.hive.id.
“Hive.id Data” means data that you obtain via the Cloud Services, including (a) information relating to Hive.id API interactions via the Hive.id Technology; (b) information Hive.id uses for security or fraud prevention; and (c) all aggregated information Hive.id generates from the Cloud Services.
“Hive.id Identity Verification Services” means the Cloud Services that enable Hive.id to collect and verify, and Hive.id and you to store, information regarding individuals for the purpose of verifying the identity of those individuals.
“Hive.id Legal Page” means www.hive.id/legal.
“Hive.id Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by Hive.id.
“Hive.id Pricing Page” means www.hive.id/pricing.
“Hive.id SDK” means a software development kit listed on www.github.com/hiveidentity.
“Hive.id Technology” means all software (including software in the Hive.id SDKs), application programming interfaces (including the Hive.id API), user interfaces (including the Hive.id Dashboard), and other technology that Hive.id uses to provide and make available the Hive.id services.
“Hive.id Website” means www.hive.id.
“ID Image” means an image of an individual submitted through the Hive.id Identity Verification Services, including an image captured from an individual’s identification document.
“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):
(a) as defined in Law, you are unable (or deemed to be unable) to pay your debts;
(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;
(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);
(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;
(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;
(f) a moratorium is agreed or declared with respect to all or part of your debts;
(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;
(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;
(i) a liquidator, receiver, administrative receiver, administrator, manager, examiner or other similar officer is appointed in respect of the whole or any part of your assets;
(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;
(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, examiner, trustee in bankruptcy or other similar officer in relation to you or any of your assets;
“IP Claim” means a Claim made against you by a third party alleging that the Hive.id Technology, Cloud Services or a Hive.id Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim.
“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Hive.id.
“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.
“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.
“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.
“Mark” means a trademark, service mark, design mark, logo or stylized script.
“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Cloud Services, and includes “personal data” as defined in the GDPR and UK GDPR and “personal information” as defined in the CCPA.
“Protected Data” means (a) all User Information that you provide to Hive.id; and (b) any Personal Data that Hive.id uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Cloud Services.
“Request for Arbitration” means a request submitted under the ECCI Rules.
“Representative” means an individual submitting your application for a Hive.id Account.
“Selfie Verification” means the verification of an ID Image using biometric identifiers and facial recognition technology.
“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.
"UK GDPR” means the GDPR, as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
“Update” means a modification, feature enhancement or update to the Cloud Services or Hive.id Technology that requires you to take some action, which may include changing your implementation of the Cloud Services or Hive.id Technology.
“User Information” means information about you that Hive.id requires to comply with Law, and Governmental Authority requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Hive.id Account.
“Verifiable Individual” means an individual whose Verification Data is submitted through the Hive.id Identity Verification Services.
“Verification Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the Hive.id Identity Verification Services.