AGREEMENT FOR WEBSITES

This Agreement for Websites (“Agreement”) is an agreement between you (“you”, “your”) and OneID Inc. with its corporate headquarters at 900 Island Drive, Suite 204, Redwood City, CA 94065 (“OneID”, “we” or “us”) and applies to your access and use of the Developer Tools and integration of the OneID Services into your Site. You must read, agree with and accept all of the terms contained in this Agreement and hereby confirm that, if the Site is owned or controlled by a legal entity, you have the requisite power to agree to this Agreement on behalf of the entity. We may amend this Agreement at any time by posting a revised version on www.oneid.com. The revised version will be effective at the time we post it unless the amendment reduces your rights or increase your responsibilities, in which case the revised version will be effective 30 days after posting. Your continued use of the Developer Tools, the OneID Services and the OneID Buttons after the effective date of such amendment shall constitute your acceptance thereof.

1. DEFINITIONS
  1. “API” means each of OneID’s proprietary application program interfaces, which you will utilize to interface with the OneID Service.

  2. “API Credentials” means your API username and password, or other confidential security keys or identification provided to you by OneID to utilize the APIs.

  3. “Developer Tools” means the APIs, API Credentials, Documentation, reference implementations, code samples, and all other tools, content, code and information made available to you by OneID to enable the Site to interact with the OneID Services.

  4. “Documentation” means all written information provided or made available to you by OneID related to the Developer Tools and/or OneID Services.

  5. “Marks” means the trademarks, service marks and/or logos provided by each party to the other for use as permitted pursuant to this Agreement.

  6. “OneID Button” means a logo or other graphical representation of the OneID Service that OneID provides to you to indicate that the Site is OneID-enabled and that provides a mechanism for Users to initiate the OneID Services from within the Site.

  7. “OneID Services” means OneID’s identity, authentication, validation, form-fill, log-in, payment and/or other related services. OneID makes a subset of the OneID Services generally available without charge (the “Free OneID Services”). You must purchase a license to integrate and utilize all other OneID Services (the“Premium OneID Services”).

  8. “Order Form” means each order document executed by the parties from time to time which specifies the Premium OneID Services, Users and related licensing fees due from you to OneID.

  9. “Site” means the website that you develop, own, operate and/or control that interacts with the OneID Services.

  10. “User” means each end user of the Site that is authorized pursuant to this Agreement and Order Form(s) to utilize the OneID Services integrated within the Site.

2. LICENSES AND INTELLECTUAL PROPERTY.
  1. Licensing. Subject to the terms of this Agreement and while it remains in effect, OneID grants you the following licenses.

    1. Developer Tools. OneID grants you a non-exclusive, non-transferable license to access, use and integrate the Developer Tools into the Site solely to enable the Free OneID Services and all Premium OneID Services specified on Order Forms. You may not sell, transfer, sublicense, or disclose the API Credentials to a third party (other than a service provider performing services on your behalf). OneID provides certain code samples and reference implementations included in the Developer Tools and indicated by OneID as open source components under the Apache License v 2.0, a copy of which is available at: http://www.apache.org/licenses/LICENSE-2.0.html.

    2. OneID Buttons. OneID grants you a non-exclusive, non-transferable license to install and publicly display the OneID Buttons within the Site to indicate that OneID Services are integrated into the Site and to provide a mechanism from within the Site for Users to initiate the OneID Services.

    3. OneID Services. You may permit Users to access and use the Free OneID Services and the Premium OneID Services specified on Order Forms as integrated within the Site.

  2. Intellectual Property. OneID retains all right, title and interest in and to the intellectual property rights embodied in or associated with the Developer Tools, OneID Services and any content created or derived therefrom. You retain all right, title and interest in and to the intellectual property rights embodied in or associated with the Site. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder related to the Developer Tools or OneID Services are reserved by OneID and its suppliers.

  3. Certifications. In its discretion, OneID may require or offer certification for certain Sites. Certification will consist of confirmation by OneID or an independent third party it designates that the Site complies with a particular set of OneID guidelines. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification criteria and you will not be permitted to access the OneID Service until certification is complete. Future modifications of the Site are subject to re-certification. If OneID requires certification, failure to maintain certification is cause for immediate termination of this Agreement.

3. FEES.

You agree to pay all applicable fees specified on the Order Form(s). Unless otherwise specified on the applicable Order Form, fees are due within thirty (30) days after the date of invoice. Overdue invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the due date, plus all expenses of collection. All fees are exclusive of any duties, VAT, GST and other taxes as applicable, which shall be paid by you unless you provide OneID with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. RESTRICTED ACTIVITIES AND YOUR RESPONSIBILITIES.
  1. Restricted Activities. You agree not to (a) permit unauthorized access and/or use of the OneID Services via the Site; (b) distribute, publish or allow access or linking to the APIs or the OneID Services from any source other than the Site; (c) commercialize (i.e. sell, rent, trade or lease), copy or store the Developer Tools; (d) use, copy, or distribute the Developer Tools or OneID Services in any “service bureau” or “timesharing” business; or (e) modify, decompile, reverse engineer or otherwise alter the Developer Tools or OneID Services.

  2. Site Standards and Responsibilities. You are solely responsible for the Site and will ensure that the Site and/or your use of the OneID Service will not (a) be false, inaccurate or misleading; (b) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (c) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financials services, consumer protection, unfair competition, or false advertising); (d) be defamatory, trade libelous, threatening or harassing; or (e) contain any viruses or other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system or data.

  3. Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject such service providers to all of the conditions and restrictions of this Agreement. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you.

5. MARKETING.
  1. License to Marks and Materials. During the term of this Agreement, each party grants to the other a non-exclusive, non-transferable license (with no right to sublicense) to use, reproduce and publicly display its Marks solely to promote that the Site is OneID-enabled so long as such use is in accordance with the trademark usage policies and guidelines supplied by the other party and such use is pre-approved as follows. Each party will provide the other party with samples of all marketing materials and other items that contain the other party’s Marks prior to their public use. Each party shall review such proposed use of its Marks and shall provide written approval or rejection (including via email) within ten (10) days, failing which the use of the Marks by the other party will be deemed approved. Upon request, each party will promptly modify or discontinue any use of the other Party’s Marks if such use does not comply with the other party’s then-current trademark usage policies and guidelines.

  2. Press Release. The parties agree to collaborate on a mutually acceptable joint press release announcing the integration of the OneID Services within the Site. Such press release will be released at a time mutually agreed to by both parties but no later than thirty (30) days after the Site is OneID-enabled.

6. CONFIDENTIALITY.
  1. Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain confidential information regarding the Disclosing Party’s business, business processes, and customers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will seek to mark all Confidential Information in tangible form as “confidential” or “proprietary.” Regardless of whether so marked or identified, however, all information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.

  2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

  3. Exceptions. The Receiving Party’s obligations under this Section with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

  4. Return of Confidential Information. The Receiving Party will either, at its option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section.

7. TERM AND TERMINATION.
  1. Term and Renewal. The term of this Agreement will begin on the date you receive access to the Developer Tools and will continue until terminated in accordance with this Section. Unless otherwise specified on the applicable Order Form, each subscription license to Premium OneID Services shall automatically renew for successive periods equal to the initial subscription period on the same terms applicable to the immediately prior subscription period unless terminated by either party at least thirty (30) days prior to the end of the then-current term. OneID reserves the right to suspend or discontinue your use of the Free OneID Services, or any portion or feature thereof, for any or no reason at any time by providing you with thirty (30) days prior written notice (including via email).

  2. Early Termination for Breach. Either party may terminate this Agreement, effective upon expiration of the following notice period, if the other party breaches any material provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party.

  3. Effects of Termination. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement, including without limitation the licenses to the other party’s Marks, will immediately terminate. You will immediate remove the OneID Buttons from the Site and return or destroy all copies of the Developer Tools in its possession. Sections 1, and 6-16 will survive expiration or termination of this Agreement.

8. WARRANTIES.
  1. Warranties. OneID represents and warrants that: (a) it has the legal power and authority to enter into this Agreement, and (b) it will provide the OneID Services in accordance with OneID’s policies and procedures and that the OneID Service will substantially conform with OneID’s online documentation.

  2. Remedies. In the case of a breach of OneID’s warranties set forth in Section 8(1), OneID will endeavor to correct or re-perform the relevant OneID Service or, if such is not practical in OneID’s sole judgment, OneID may terminate its obligation to perform the relevant OneID Service and refund to you the amount you actually paid to OneID for the defective OneID Service for the period that the OneID Service was not usable. You acknowledge that this paragraph sets forth both your exclusive remedy and OneID’s sole liability for any breach of warranty or other duty related to the quality or availability of the OneID Service.

  3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(2) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DEVELOPER TOOLS AND ONEID SERVICE IS PROVIDED “AS-IS”. ONEID AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DEVELOPER TOOLS AND THE ONEID SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. ONEID MAKES NO WARRANTY THAT THE DEVELOPER TOOLS AND/OR ONEID SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ONEID DOES NOT GUARANTEE THE IDENTITY OF THE END USERS.

9. INDEMNIFICATION.

You agree to defend, indemnify and hold OneID, its officers, directors, employees, agents and licensors harmless against any and all third party claims, costs, losses, damages, liabilities judgments and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) that may arise from or are related to (I) your Site, including but not limited to any infringement of third-party proprietary rights, or (ii) your breach of this Agreement.

10. LIMITATIONS OF LIABILITY.

IN NO EVENT SHALL ONEID, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSS. ONEID’S LIABILITY FOR DIRECT DAMAGES CAUSED DIRECTLY BY ITS BREACH OF THIS AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITYABLE THEORY SHALL BE LIMITED TO THE AMOUNT YOU PAID TO ONEID IN THE YEAR PRECEDING THE FILING OF THE CLAIM, WHERE A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT. THIS LIMITATION OF LIABILITY SECTION APPLIES TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ONEID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. GOVERNING LAW AND VENUE.

This Agreement and any disputes related to this Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of a different jurisdiction. The parties agree that any judicial proceedings will be brought in and each party hereby consents to the exclusive jurisdiction and venue in the state courts in the City and County of San Mateo, California, or federal court for the Northern District of California.

12. EXPORT.

You are advised that the Developer Tools and other software and Documentation provided to you by OneID (collectively, the “OneID Materials”) are subject to U.S. Export Administration Regulations and foreign import regulations. You shall not export, re-export, import, or transfer the OneID Materials contrary to U.S. or other applicable laws, whether directly or indirectly, and will not assist or facilitate others in doing any of the foregoing. You represent and warrant that (a) neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied your export privileges, and (b) you are not located in, a resident of, or a citizen of Cuba, Iran, North Korea, Syria and Sudan or any other country to which the United States has embargoed goods. You agree not to use or transfer the Developer Tools and the Documentation for end use relating to any nuclear, chemical, or biological weapons or missile technology unless authorized by the U.S. Government by regulation or specific license. You acknowledge that it is your responsibility to comply with any and all export and import laws and that OneID has no further responsibility after the initial distribution of the OneID Materials to you with the original country of distribution.

13. ASSIGNMENT.

Neither party may assign or transfer any of its rights under this Agreement without the other party’s prior written consent, provided that either party may assign this Agreement to a successor-in-interest pursuant to a merger, acquisition or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void.

14. NOTICES.

Any notice required or permitted under this Agreement must be provided in writing, addressed to the signatory to this Agreement at the address set forth on the first page of this Agreement, or such other individual or address as may be designated by either party in writing. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (i) delivered personally, (ii) sent via certified mail (return receipt requested), or (iii) sent by a recognized air courier service.

15. FEEDBACK.

You are welcome to provide suggestions, comments or other feedback (“Feedback”) to OneID with respect to the Developer Tools and/or OneID Service, but OneID shall not be obligated to take any action in response to such Feedback. In addition, you agree that: (a) all Feedback, even if marked confidential, shall not create any confidentiality obligations on OneID; (b) OneID shall be free to use, disclose, reproduce, distribute, implement in the Developer Tools and otherwise commercialize all Feedback without obligation (including, without limitation, compensation) or restriction of any kind on account of intellectual property rights or otherwise.

16. GENERAL.

These terms are a complete statement of the agreement between you and OneID, and they describe the entire understanding between you and OneID with respect to the Developer Tools and the OneID Service and any conflicting or additional terms contained in other documents or oral discussions are void. You may grant approvals, permissions and consents to OneID by email, but any modifications to this Agreement must be made in writing executed by both parties. A waiver of any default is not a waiver of any subsequent default. You and OneID are not legal partners or agents, but are independent contractors. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.