USER TERMS & CONDITIONS FOR ID PAL APP

1             GENERAL

1.1         We are MUFG Investor Services Holdings Limited acting on behalf of our Affiliates (collectively “MUFG”, “we”, “us” and “our”).

1.2         We use due diligence and identity verification technology services (“Services”) and an App licenced to us by ID-Pal Limited, a company incorporated under the laws of Ireland with company registration number 578727, whose registered office is at, 145 Pearse Street, Dublin, 2 D02 CP08, Ireland.

1.3         We use the Services and the App to verify the identity of our clients and client, and we may request such clients, client investors or any party with whom they may choose to share access to the App (“End Clients”, “you”, “your”) to use the App to provide data to us, including but not limited to identification documents, pictures, photos, live videos, biometric data.

1.4         These terms and conditions together set out the terms and conditions on which End Clients can make use of the Services and the App (“Terms”).

1.5         Please read these Terms carefully. They contain important clauses that you should read before accepting and using our Services, including clauses limiting our liability to you.

2            TERM

These Terms shall come into effect on the date and time that you click the checkbox stating “I have read and agree to the Terms and Conditions”, or otherwise use or access the Services (for example, if you submit your information through our App during a face-to-face meeting with us). By clicking on the checkbox, you (a) acknowledge that you have read and understand these Terms; (b) accept these Terms and agree that you and/or the party you represent are legally bound by them. If you do not accept these Terms, you may not access or use the Services and the App.

3            SOFTWARE

3.1         Where we provide access to Supplier Software through the Services, we hereby grant you, subject to these Terms, a non-exclusive, non-transferable licence to access and use the Software solely for the purpose of accessing and using the Services and the App in accordance with these Terms.

4            ACCESS AND SECURITY MEASURES

4.1         You will be provided with a link on the App to access your profile and upload data, information and documents.

4.2         The security of your data is very important to us. Physical, electronic and administrative measures are implemented to protect your data from accidental loss and from unauthorized access, use, alteration and disclosure.

4.3         The safety and security of your data also depends on you. End Clients are responsible for (a) accessing the App via secure internet connections; (b) safeguarding the link provided by us that grants access to your profile on the App, through ensuring that it is not available to unauthorized third parties; and (c) ensuring that the device where the App is installed is not available to unauthorized third parties.

5            PRIVACY

5.1         We care about protecting your personal data; as such, we encourage you to review our Privacy Statement https://www.mufg-investorservices.com/privacy-policy/, which provides transparent information as to how and why we process your personal data, how we protect, use and disclose it, as well as information in relation to your rights.

6            ACCEPTABLE USE

6.1         You must:

6.1.1      not attempt to reverse compile, decompile, decode, decrypt, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Services or the App, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between us;

6.1.2      ensure that any information you provide in connection with these Terms is timely, complete and accurate;

6.1.3      fully co-operate with us and our Personnel in the provision of the Services and the App;

6.1.4      in performing your obligations under these Terms, comply with all Applicable Laws, from time to time in force that apply to you;

6.1.5      be responsible for making your own arrangements to access the Services and the App;

6.1.6      be responsible for keeping your access link confidential;

6.1.7      provide such hardware, consumables, documentation, data, information and other assistance that we reasonably require for the performance of the Services and the App;

6.1.8      not license, sell, rent, lease, transfer, assign, distribute, display, disclose, reproduce; or otherwise commercially exploit, or otherwise make the Services or App available to any third party without our written consent; and

6.1.9      not use the Services or the App in any way which would:

(A)         breach any Applicable Law;

(B)         infringe any person’s rights in Intellectual Property or other legal rights; or

(C)         give rise to any cause of action against us, you or any third party;

6.1.10   not use the Services or the App in a manner that is, in our opinion, unlawful, objectionable, harmful, threatening, defamatory, obscene, infringing, harassing or offensive;

6.1.11 Not, and shall not permit anyone else to, breach or attempt to breach any security measures used in connection with the Services or the App. Any attempt to circumvent or penetrate any application, network or other security measures used by MUFG or its suppliers in connection with the Services or the App is strictly prohibited;

or

6.1.12   not do anything that would impair our rights, or our licensors’ rights in the Services or the App.

6.2         If our performance of any of our obligations under these Terms is prevented or delayed by any act or omission by you or any failure by you to perform any relevant obligation:

6.2.1      we shall, without limiting our other rights or remedies, have the right to suspend performance of the Services or the App until you remedy the default, and to rely on the default to relieve us from the performance of any of our obligations to the extent the default prevents or delays our performance of any of our obligations; and

6.2.2      you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

7            INTELLECTUAL PROPERTY

7.1         Subject to your compliance with these Terms at all times, we hereby grant you a non-exclusive, non-transferable non-sublicensable licence to use such Intellectual Property solely for the purpose of accessing and using the Services and the App in accordance with these Terms, during the Term. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in Intellectual Property.

7.2         You shall have no license or right to use the trade marks, logos and/or service marks of MUFG, its licensors, or its service providers.

7.3         You shall not use MUFG’s name in any document whatsoever without the prior written consent of MUFG.

8            WARRANTIES

8.1         You represent and warrant to us that:

8.1.1      if you are a company or other incorporated body, you are validly existing under the laws of your place of incorporation and have the power and authority to carry on your business as that business is now being conducted;

8.1.2      you have the power and authority to enter into and perform your obligations under these Terms;

8.1.3      entering into and performing your obligations under these Terms will not breach any contractual obligations you owe to any other person; and

8.1.4      the data you submit through the Services or the App are true and accurate and if they are copies of data, that such copies are true copies of the original.

9            CONFIDENTIALITY

9.1         Each of us hereby undertakes to the other:

9.1.1      to keep secret and strictly confidential, in perpetuity, all Confidential Information belonging to the other party;

9.1.2      not without the other’s written consent to disclose the Confidential Information in whole or in part to any other person save those of its Affiliates or Personnel directly involved in the performance of these Terms and who have a need to know the same; and

9.1.3      to use the Confidential Information solely in connection with the performance of these Terms and not for its own or the benefit of any third party.

9.2         The provisions of clause 7.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is:

9.2.1      already in the other’s possession other than as a result of a breach of these Terms;

9.2.2      in the public domain other than by breach of these Terms (or other obligation of confidentiality); or

9.2.3 has been independently developed by the receiving party.

9.3         Nothing in this clause prevents either party from disclosing Confidential Information to the extent that it is required to do so by Applicable Law or other competent authority, or is relevant to the defence of any claim or cause of action asserted against the receiving party provided that, if permitted by Applicable Law, it gives the other party as much notice as possible of such proposed disclosure and provides it with reasonable assistance in seeking to prevent any such disclosure.

9.4         It shall not be a breach of these Terms if MUFG discloses Confidential Information to MUFG’s clients, officers, directors, employees or agents that have a need to know such information (e.g. for AML verification and compliance) and are bound by similar confidentiality provisions and restrictions as set forth herein.

10          LIMITATION OF LIABILITY

10.1       IN NO EVENT WILL MUFG, ITS LICENSORS, INFORMATION PROVIDERS OR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT OR ARISE FROM OR IN CONNECTION WITH (1) THE USE OF OR INABILITY TO USE THE SERVICES OR THE APP; (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; (4) ANY DELAY OR FAILURE BY US TO PERFORM ANY OF OUR OBLIGATIONS UNDER THESE TERMS WHERE SUCH FAILURE RESULTS FROM ANY BREACH OR NEGLIGENCE BY YOU; YOUR, OR A THIRD PARTY’S INTERPRETATION OF, OR RELIANCE ON ANY RESULTS OR OUTPUTS OBTAINED THROUGH THE SERVICES OR THE APP; (5) ANY WITHDRAWAL OF THE SERVICE OR THE APP; OR (6) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH THE SERVICES OR THE APP.  MUFG WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH THE SERVICES OR THE APP.  MUFG WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVICES OR THE APP TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS. 

10.2       MUFG’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS, SERVICES OR APP, IS AS FOLLOWS:  IF YOU REPORT A MATERIAL MALFUNCTION IN THE SERVICES THAT MUFG IS ABLE TO REPRODUCE, MUFG WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL NOT EXCEED US$10,000.

10.3       To the maximum extent permitted by Applicable Law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded from these Terms. We specifically disclaim any warranty or representation that the operation of the Services or the App will be uninterrupted or error-free or that our systems and software are free of Viruses or other harmful components, or that our security procedures and mechanisms will prevent the loss or alteration of or improper access to information or content by third parties.

10.4       You acknowledge and agree that (a) MUFG will have no duty or obligation to verify or confirm the actual identity of any person who accesses the Services or App; and (b) it is the End Client’s responsibility to keep the access link provided to the End Client safe.

11. INDEMNIFICATION

11.1       You agree, to the extent permitted by law, to indemnify, protect and hold MUFG and its licensors, (the “Indemnified Parties”) harmless from and against all Losses that arise out of and in connection with (i) any breach of these Terms by you and (ii) any person obtaining access to the Services or the App through you or through use of any link issued to you, whether or not you authorized such access.  For the avoidance of doubt, and by way of illustration and not by way of limitation, the foregoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms.  The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.

11.2       MUFG will be entitled to rely on, and will be fully protected in relying and acting upon, any data submitted by you through the Services and the App.

12          TERMINATION

10.1 You may terminate these Terms at any time by deleting the App and/or ceasing to use and access the Services. We may terminate these Terms at any time by providing you with notice.

We may terminate your usage of the App at any time, without liability, for any reason required by our business.

12.2      On termination or expiry of these Terms for any reason:

12.2.1   you must immediately stop using the Services and the App; and

12.2.2   all licences granted under these Terms shall immediately terminate.

12.3      Clauses 4.3 (Access and Security Measures), 7 (Intellectual Property), 8 (Warranties), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 12 (Termination), 13 (Dispute Resolution), 14 (Notices),  15 (General) and 16 (Definitions and Interpretation) continue in force following termination or expiry of the Terms along with such other clauses as are necessary to give effect to those clauses. All other clauses of these Terms that by their nature should survive termination or expiration of these Terms survive any such termination or expiration.

13           DISPUTE RESOLUTION

If you have a complaint, please contact onboarding@mfsadmin.com.

14          NOTICES

14.1       Notices to any party relating to these Terms must be in writing in the English language and will be sufficiently served if delivered by hand or if sent by registered post to the registered address of the recipient. Any such notice or communication is deemed to have been served, if delivered by hand, at the time of delivery; or if sent by pre-paid registered post, 48 hours after posting provided that any such delivery, transmission or postage outside the hours of 9.00am to 5.30pm is deemed to have been served on the next Business Day. Notices to MUFG may be made by sending an email to onboarding@mfsadmin.com and shall be deemed delivered at the time of transmission unless the sender receives an undeliverable or error message.

14.2       Where we are required to give written notice under any provision of these Terms, we may do so by giving notice through the Services or the App. Such notice will be deemed to have been served at the time of transmission.

14.3       This clause 12 does not prevent us from sending you routine correspondence in relation to the Services, the App or these Terms by email.

15          GENERAL

15.1       Each party on behalf of itself acknowledges and agrees with the other party that these Terms, constitute the entire agreement and understanding between the parties and overrides and supersedes any previous agreement between us relating to the Services (which will be deemed to have been terminated by mutual consent). Each party confirms that it has not relied on, and has no remedies in respect of, any representations, assurances or warranties (whether made innocently or negligently) except those expressly set out in these Terms.

15. 2      We have the right to amend these Terms from time to time by posting the amended terms on the App. When the amended terms are posted on the App, you may be required to choose whether you accept the Terms by clicking the checkbox stating “I have read and agree to the Terms and Conditions”. The amended terms shall be effective as between you and us on the time and date you click on the checkbox. If you do not accept the amended terms, you may not access or use the Services and the App.

15.3       You shall not novate, assign, transfer, charge, sub-license, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms without our prior written consent. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these Terms and you agree to same and will execute any document necessary or desirable, in our sole opinion, attesting and/or giving effect to it.

15.4       We are not liable or deemed to be in default for any delay or failure in performance of the Services or under these Terms resulting from causes beyond our reasonable control.

15.5       The parties respectively shall ensure that there are done and executed all acts, documents and other things as may reasonably be required for securing each of the rights and obligations of the parties under these Terms.

15.6     Any failure by us at any time to enforce any provision of these Terms shall in no way affect our right thereafter to require complete performance by you, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any antecedent or subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.

15.7       If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

15.8       Nothing in these Terms is intended to, or is deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.9       The formational, interpretation and operation of these Terms and all non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with, and all Disputes between the parties arising out of or in any way relating to these Terms or any Disputes between the parties in any way connected with the subject matter of these Terms (whether contractual or non-contractual) shall be governed by, the laws of Ireland. Each Party submits to the exclusive jurisdiction of the Irish Courts. Nothing contained in this clause shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.

15.10     Without prejudice to any other rights or remedies that we may have, you hereby acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.

15.11     Our rights and remedies provided by the Agreement are cumulative and are not exclusive of any right or remedy provided under Applicable Law or in equity or otherwise under these Terms

16          DEFINITIONS AND INTERPRETATION

16.1       In these Terms, unless otherwise stated:

“Applicable Law” means law applicable in Ireland or any other jurisdiction in which the Services are provided (without further enactment) including Data Protection Legislation and including, without limitation, common law, statute, statutory instrument, proclamation, bye-law, directive, decision, regulation, rule, order, notice, code of practice, code of conduct, rule of court, instruments, delegated or subordinate legislation or guidance notes;

“App” means our mobile application, web application, dynamic website or other similar component of the Services, through which End Clients can submit the End Client’s identification documents and related information;

“Business Day” means any day which is not a Saturday, a Sunday or a public holiday in Ireland;

“Confidential Information” means all information about the organisation, affairs, plans, transactions, proposals, projections, strategies, finance, prices, know how, methodologies, costs, operations, accounts, strategic plan, operational processes, data, systems, Intellectual Property and back-ups, as the case may be, as a result of or in anticipation of or in connection with these Terms or any other information which either party ought reasonably regard as confidential or which is marked or designated as confidential by the party disclosing the information;

“End Client” has the meaning given to it in clause 1.3;

“Intellectual Property” includes, without limitation, copyrights, discoveries, concepts, domain names, patents, secret processes, database rights, technologies, know how, inventions, ideas, improvements, information, all copyright works, business methods, logos, designs, trademarks, service marks, topography and semi-conductor chip rights, business names, literary, goodwill, dramatic, musical and artistic works anywhere in the world (whether any of the foregoing is registered or unregistered and including any application in relation to any of the aforesaid);

“Losses” means any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys’ fees and expenses);

“Personnel” means, in respect of a party, that party’s directors, officers, employees, agents, subcontractors and individual contractors;

“Services” means the customer due diligence services and related services to be supplied to the End User through the App, website, online portal and other technical means, pursuant to these Terms (and includes, as the context so admits or requires, any one, more or all of them or any part or parts of any one, more or all of them);

“Supplier Software” means ID Pal’s proprietary software or third party software licenced by us to you as part of the Services;

and

“Virus” means any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose (including any virus, worm, Trojan Horse, trapdoor, software switch, time bomb, malware or logic bomb as these words are generally understood from time to time within the computer industry and any equivalent or similar corruptive mechanism).

16.2       In these Terms, unless otherwise stated:

16.2.1   any reference to any provision of any legislation includes any modification, amendment, re-enactment, extension or consolidation of the legislation together with any secondary legislation made under it for the time being in force;

16.2.2   the masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies;

16.2.3   references to “written” or “in writing” include email;

16.2.4   any reference to any document includes that document as amended, replaced or supplemented from time to time;

16.2.5   any reference to a “person” includes any person, firm, company, governmental or other legal entity and its successors, personal representatives and permitted assigns;

16.2.6   a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it;

16.2.7   any headings to clauses are for convenience only and do not affect the meaning of these Terms;

16.2.8   terms such as “including”, “in particular”, “such as”, and “for example” are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate;

and

16.2.10 any obligation on a party in these Terms not to do or omit to do any act or thing is deemed to include an obligation not to permit or suffer such act or thing to be done or omitted, as the case may be.