DIVE Product Addendum

This Digital Identity Verification (DIVE) Product Addendum (the “Addendum”) is incorporated and made part of the Master Services Agreement (the “MSA”) by and between IDScan.net and Customer, or any other written or electronic agreement entered into by and between Customer and IDScan.net. 

This Addendum applies to IDScan.net’s proprietary service, Digital Identity Verification (DIVE) (the “Product”) included within the Services offered by IDScan.net that Customer purchases and accesses pursuant to the terms of the MSA and this Addendum. By accessing the Product, Customer agrees to be bound by the terms of the MSA and this Addendum. Capitalized terms not otherwise defined herein shall have the meaning set forth in the MSA. This Addendum is subject to and governed by all terms and conditions of the MSA, including the limitations of liability (except as expressly stated in this Addendum).This Addendum is effective as of the date Customer first accepts the MSA or first accesses or uses the Product, whichever occurs first (“Effective Date”).

Product: Digital Identity Verification (DIVE), including any SDK or API versions of the Product, web library, and developer tools.

Delivery Method: Downloadable software files accessed via the IDScan.net Portal and/or website available at https://IDScan.net/download/ or as otherwise provided by IDScan.net.

Fees: Tiers and pricing are available at https://idscan.net/digital-identity-verification-pricing/. For any tiers without a listed price, please contact IDScan.net

Subscription Periods: Monthly or annual

Section 1: Scope; Product Details

This Addendum governs Customer’s use and access of the Product. This Addendum establishes the terms of use and limitations associated with the Product as part of the Services provided by IDScan.net and subject at all times to the MSA. After a valid purchase of the Product, Customer may download the Product through the Delivery Method. Customer may change Customer’s Product tier through the IDScan.net Portal, subject to the terms of this Addendum. IDScan.net reserves the right, in its sole discretion, to make any changes to the Product that it deems necessary or useful to maintain or enhance the quality, performance, or delivery or to comply with applicable Law.

Section 2: Integration

1. To the extent applicable to the Product, Customer is solely responsible for the integration of the Product into Customer’s systems, applications, infrastructure, and/or environment (“Customer Environment”). This includes, without limitation, the procurement, installation, configuration, and maintenance of all necessary hardware, software, and internet connectivity required to ensure the Product functions correctly within the Customer Environment. Customer acknowledges that the performance of the Product may be affected by the performance of the Customer Environment. 
2. IDScan.net does not warrant or guarantee that the Product will be compatible with all hardware, software, operating systems, or configurations within the Customer Environment. Services provided by IDScan.net regarding integration may be subject to additional Fees and the execution of a mutually agreed statement of work. IDScan.net shall have no liability for any malfunctions, data loss, or service interruptions cause by: (i) incompatible third-party software or hardware; (ii) improper configuration or implementation by Customer; or (iii) modifications made to the Customer Environment after the initial integration. IDScan.net is not responsible for satisfying the SLA, if applicable, to the extent that a failure is solely caused by limitations, latency, or outages within the Customer Environment or third-party integrations.
3. Customer is responsible for maintaining the security and integrity of the Customer Environment. When the Product is integrated into the Customer Environment, Customer shall implement and maintain industry-standard security measures to prevent unauthorized access to the Product or IDScan.net’s underlying infrastructure. IDScan.net is not responsible for any security breaches, data exfiltration, or unauthorized access resulting from vulnerabilities within the Customer Environment or third-party integrations.

Section 3 : Subscriptions

For the Product, Customer may elect to be billed on a monthly or annual basis. Customer may change any monthly subscription to an annual subscription to the Product at any time through the IDScan.net Portal. IDScan.net shall provide Customer the Product upon Customer’s purchase of the applicable subscription plan to the Product (not including any free trial of the Product) for the duration as selected by Customer upon purchase. IDScan.net reserved the right to adjust the tiers and pricing applicable to the Product in accordance with the MSA. Customer’s failure to provide timely payment of the Fees may result in suspension of Customer’s account and access to the Product. Payment of the Fees are nonrefundable, except as expressly stated in the MSA.

1. Monthly Subscriptions: For monthly subscriptions of the Product, Customer will be charged the monthly rate of the Fees for the Product. Customer’s subscription will automatically renew each month at the monthly rate of the Fees without notice until Customer cancels the subscription. Customer may cancel a monthly subscription at any time through the IDScan.net Portal or by contacting IDScan.net as set out below. 
2. Annual Subscription: For annual subscriptions of the Product, Customer will be charged the annual rate of the Fees, in one advance payment, for the Product at the time of purchase. Customer’s subscription will automatically renew after the first year on an annual basis and charged the rate of the Fees, in one advance payment, at the time of renewal, unless Customer cancels the annual subscription prior to renewal or changes the subscription to a monthly subscription prior to renewal. Customer may cancel an annual subscription at any time through the IDScan.net Portal or by contacting IDScan.net as set out below. Customer will not be refunded any pre-paid Fees in the event of cancellation.

Section 4 : Usage Limits; Overages

1. The Product is licensed on a per-Verification basis. Customer’s right to use the Product is limited to the maximum number of Verifications permitted under Customer’s specific subscription tier, as set out in the IDScan.net Portal. A “Verification” means each unique identity verification query or validation process executed or processed by the Product, and includes all processed Verifications regardless of pass/fail result. Customer may upgrade their subscription tier via the IDScan.net Portal, or via written communication, to increase the permitted number of Verifications, which will result in an adjustment to the applicable Fees.
2. Customer is responsible for monitoring its usage levels to ensure they remain within the allocated tier. IDScan.net reserves the right to review Customer’s relevant usage logs and records to verify compliance with the subscription tier limits. All information obtained during such a review shall be treated as Confidential Information of Customer. If IDScan.net determines that Customer’s usage has exceeded the Verifications permitted by their subscription tier, Customer shall be required to pay additional Fees for the excess usage at IDScan.net’s then-current overage rates or upgrade to a higher subscription tier. IDScan.net reserves the right to implement technical restraints (such as rate-limiting or temporary suspension of access) to prevent usage beyond the authorized Verification limits once the applicable tier maximum is reached. Overage verifications will be billed in arrears, based on Verifications exceeding Customer’s paid-for Tier, during the prior period (monthly or annual).
3. Customer may elect to add optional third party checks to their Product. Customer acknowledges these checks have an additive cost beyond the monthly or annual subscription for the DIVE product. Third party checks will be billed monthly, in arrears, based on usage across both test and production keys.

Section 5 : Third Party Code

Notwithstanding anything to the contrary in this Addendum or the MSA, the Product and applicable modules may contain code licensed by IDScan.net from a third party (“Third-Party Code”). Customer agrees that:

• (i) if the Product contains Third-Party Code, such Third-Party Code is the Confidential Information of IDScan.net’s licensor and that Customer’s obligations with respect to the Title, Proprietary Rights, and Confidentiality section of the MSA shall apply with respect to such Third-Party Code as if such Third-Party Code was owned by IDScan.net and was a part of the Product licensed from IDScan.net pursuant to this Addendum;
• (ii) that title to such Third-Party Code shall at all times remain with the owner of such Third-Party Code;
• (iii) that Customer may not use the Third-Party Code separate from the Product or applicable module containing such code;
• (iv) that Customer agrees not to translate, reverse compile, reverse assemble or otherwise reverse engineer the Third-Party Code or permit others to do or attempt to do the same; (v) that the section(s) pertaining to limitation /exclusion of damages/liabilities shall apply to such Third-Party Code and Customer agrees that IDScan.net’s licensor shall be excluded from any liability and/or indemnification obligations and to look exclusively to IDScan.net (as set forth and limited in the MSA) for remedy of and indemnification for damages caused by such Third-Party Code. IDScan.net makes no representations or warranties on behalf of IDScan.net’s third-party vendors, but IDScan.net’s indemnities, warranties, and maintenance obligations for the Product licensed under this Addendum will apply to such Third-Party Code as between IDScan.net and Customer.

Section 6 : Pilots & Trials

Customer’s eligibility to participate in a free trial or complimentary demo of the Product (“Pilot”) is determined solely by IDScan.net. The Pilot will begin when Customer agrees to the MSA to access the Product and end when the Pilot period is complete. As part of the Pilot, Customer may be required to register an account via the IDScan.net Portal. Certain features and functionality of the Product may not be available during the Pilot. To the extent applicable, the SLA shall not apply to any Pilots. During the Pilots, no express or implied warranties shall apply to the Product, and the Product shall be provided “as is” with all defects. IDScan.net will have no obligation to indemnify Customer or any of its Affiliates against any claims arising from or related to the Pilot of the Product. At any time during the Pilot, Customer may update to a paid version of the Product through Customer’s account in the IDScan.net Portal or otherwise by contacting IDScan.net. If Customer does not update to a paid version of the Product at the end of the Pilot, Customer will not be able to access or use the Product.  At the end of the Pilot, Customer may be automatically charged to update to paid access of the Product.

Section 7: Ongoing Testing

IDScan.net may offer, in its sole discretion, access to a test environment, using a “test key”, where Customer may perform unpaid Verifications for the purposes of ongoing quality assurance, and user acceptance testing (UAT). Customer’s test key may only be used for these aforementioned purposes, and under no circumstances may it be used for production Verifications. Customer agrees to pay all fees related to the use of third party software performed using their “test key.”

Section 8 : Discounts & Bundled Pricing

IDScan.net may offer, in its sole discretion, reduced or discounted Fees or other promotional rates, and IDScan.net reserves the right to terminate any discounts or promotions at any time. IDScan.net reserves the right to offer discounted rates for any bundled Services, including the Product, if Customer purchases additional Services. If Customer cancels any Services that are subject to any bundled pricing, Customer will be charged the standard rate of the Fees for the applicable tier of Customer’s access to the Product.

Section 9 : Beta Features

As part of the Product, IDScan.net may offer certain beta versions of additional features or other services (each a “Beta Feature”), and Customer may opt-in to use any Beta Features. Beta Features are in development and not final, and Customer acknowledges there may be issues, errors, or bugs that arise from use. IDScan.net is under no obligation to release a commercial version of the Beta Features or incorporate any Beta Features into the Product. At IDScan.net’s request, Customer must immediately stop using and destroy all copies of the Beta Features. In exchange for access to any Beta Features, Customer agrees that IDScan.net may collect usage and crash data and perform human or automated review to improve products and personalize experiences. IDScan.net may provide certain Confidential Information to Customer or ask that Customer keep confidential certain aspects or use of any Beta Features.

Section 10 : Modification

IDScan.net may modify this Addendum from time to time by providing notice to Customer, which may be given by posting the modified Addendum on IDScan.net’s website (https://IDScan.net/) or by email to the email address associated with Customer’s account. Unless otherwise stated by IDScan.net, modifications will become effective upon Customer’s continued access to or use of the Product after the effective date of the modified Addendum. Customer may not modify this Addendum.

Section 11 : Disputes

Any disputes arising out of or related to this Addendum or the Product shall be resolved in accordance with the terms of the MSA.

Section 12 : Contact Us

For any questions about this Addendum or the Product, please fill out and submit the Contact Us webform.