Limited License and Service Agreement

 

Konfirmi LLC (“KONFIRMI”, “we”, or “us”) provides identity verification, new user validation, fraud loss prevention, account security and user authentication, and related services (“Services”) to interested individuals and businesses (“Customer”, “you,” your,” or “yours”).  

This Limited License and Service Agreement (“Agreement”) describes the Services we will provide, the cost of those services, and related terms and conditions.

Each time Customer signs up for a free trial, and each time Customer signs into and uses the Services, and each time Customer pays for the Services, Customer agrees to the terms and conditions of this Agreement.  You should not use or continue to use the Services if you do not agree with and consent to all of the terms and conditions of this Agreement.

Please print or download a copy of this Agreement for your records.

 

Services 

KONFIRMI will provide the following Services to Customer:

KONFIRMI will provide an account administration interface through which Customer may order, create, configure, and pay for widgets that can be deployed in various types of web and mobile platforms.  

The widgets are intended to allow Customer to deploy a simple and easy to use solution to advance the following goals:

• Identity verification
• Age verification
• Address and contact information verification
• New user validation
• Existing user validation
• Fraud loss prevention
• Account security and user authentication
• Related goals

If Customer selects the feature, information that is provided through the widgets is checked, validated, and/or verified using data available from various third-party data providers (“Data Checks”).

KONFIRMI will also provide monthly maintenance and related support to ensure that the widgets function and continue to function as originally designed and intended.  

For additional cost, KONFIRMI is available to provide custom or tailored deployments, integrations, improvements, or updates to the Services as may be requested by Customer and arranged pursuant to a separate agreement.

KONFIRMI’s Services are provided in accordance with this Agreement.

 

Payment for Services 

The Services are provided on a metered basis.  Customer will pay KONFIRMI a subscription fee of $19.00 (Nineteen and 00/100 USD) for every 1,000 (One Thousand) uses of the Services (“Subscription Fee").  The Services are considered to be used whenever a person enters information into and executes any of the widget(s) in Customer’s account.

Payments for the Services are due in advance.  Customer may set up automatic renewal payments for the Services inside the administration interface for the Services.  

Customer may cancel the Services by:

– Cancelling the Services in the administration interface for the Services; or
– Calling us at:  (844) 464-6282; or
– Emailing us at:  info@Konfirmi.com; or
– Mailing a request to:  

         KONFIRMI LLC
         Customer Service Department
         105 W. Madison Street, 18th Floor
         Chicago, Illinois  60602

For the protection of the Customer, no additional means of cancellation are allowed.

Customer hereby authorizes KONFIRMI to charge the amounts due for all Services and/or Data Checks against the credit or debit card provided by the Customer in the administration interface for the Services.

The Subscription Fee for the Services and the amounts due for third-party Data Checks are subject to change upon advance notice by KONFIRMI to Customer at least Sixty (60) days before the price increase.  The advance notice will be provided by email at least once to the administrative email address(es) provided by the Customer in the administration interface for the Services, with no additional notice being required.

If Customer has an active account for the Services, Customer may purchase packs or bundles of Data Checks through the administration interface for the Services.  The cost of the Data Checks is not included in the Subscription Fee for the Services, and Data Checks must be purchased separately.  Pricing information for the packs or bundles of Data Checks is available inside the administration interface for the Services.

KONFIRMI purchases data from third-party providers in advance.  Therefore, payments from Customer for the packs or bundles of Data Checks are required at the time of purchase.

Customer must provide a valid credit or debit card for payment of the Services and/or Data Checks by using the administration interface for the Services.  Payments for the Services and/or Data Checks will be charged to this credit or debit card.

If payment for the Services and/or Data Checks is refused or unsuccessful using the credit or debit card provided, the Data Checks will not be purchased, and the Customer will be notified by email at the email address provided by the Customer for such notices in the administration interface for the Services, with no additional notice being required.  The Customer will have Five (5) calendar days to either replace the credit or debit card, or confirm the cancellation of the Services.  Failure to replace the debit or credit card, or confirm the cancellation of the Services, within the Five (5) calendar day period will result in the Services being disabled.  Failure to replace the debit or credit card, or confirm the cancellation of the Services, within Ninety (90) calendar days will result in the Customer’s account being deleted, and all unused Data Checks will be forfeited without opportunity for refund.  

Payments for the Services and Data Checks are exclusive of any and all federal, state, county, municipal or other taxes that may be due.  To the maximum extent allowed by law, all Services and Data Checks shall be deemed to have been provided in Chicago, Cook County, Illinois, United States of America, regardless of any choice or conflicts of law provisions that might otherwise be applicable.  All payments for Services and Data Checks shall be made free and clear of and without deduction or withholding for any taxes.

Customer is solely and exclusively responsible for paying any and all federal, state, county, municipal or other taxes (as well as any and all related fees, fines, interest, and other amounts) that may be or become due in connection with the Services and/or Data Checks.

If a taxing authority takes the position that KONFIRMI must pay or collect any taxes (including without limitation any related fees, fines, interest, and other amounts) in connection with the Services and/or Data Checks, the amounts asserted to be due by the taxing authority shall be paid by Customer, unless Customer provides KONFIRMI with a valid tax exemption certificate authorized by the taxing authority.  Customer hereby authorizes KONFIRMI to charge the amounts asserted to be due by any taxing authority against the credit or debit card provided by the Customer in the administration interface for the Services.

If the taxing authority takes the position that Customer must deduct or withhold any taxes from any payments for Services and/or Data Checks, then any amounts due and owing from Customer to KONFIRMI for the Services and/or Data Checks shall be increased in order that, after making all required deductions or withholdings, KONFIRMI receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Customer is solely and exclusively responsible for any and all fees, charges, or other expenses incidental to using the Services and/or Data Checks, including without limitation all subscription or other amounts charged by any third-party web hosting solution used by Customer, all subscription or other amounts charged by any third-party web developer or other service provider, and all charges for Internet access or other data transmission incurred by Customer in accessing and using the Services and/or Data Checks.

 

Cancellations and Refunds

Customer may cancel the Services at any time.  

Customer may cancel the Services by:

– Cancelling the Services in the administration interface for the Services; or
– Calling us at:  (844) 464-6282; or
– Emailing us at:  info@Konfirmi.com; or
– Mailing a request to:  

         KONFIRMI LLC
         Customer Service Department
         105 W. Madison Street, 18th Floor
         Chicago, Illinois  60602

For the protection of the Customer, no additional means of cancellation are allowed.

In the event the Services are cancelled, any automatic payment triggers for the Services will be removed, and Customer will not be charged any more for the Services.

The Customer will have Five (5) calendar days after cancellation to reinstate the Services.  

If Customer does not reinstate the Services within this Five (5) calendar day period, all of Customer’s widgets, Data Checks, profile information, and other data and information will be permanently deleted.  In addition, if Customer does not reinstate the Services within this Five (5) calendar day period, Customer’s account will also be permanently deleted, and all unused Services and/or Data Checks will be cancelled without opportunity for refund.  

There is no charge for cancelling the Services.  However, all payments made for Services and/or Data Checks are final and non-refundable.  No refunds or credits will be issued, except in the event of a service outage of greater than Forty-Eight (48) consecutive hours and as more fully described elsewhere in this Agreement.

KONFIRMI in its sole discretion has the right to suspend, discontinue, or cancel providing the Services and/or Data Checks without notice for any actions that might disrupt KONFIRMI’s ability to provide the Services and/or Data Checks to Customer or to any other person or entity.

In addition, in the event of any breach by Customer of this Agreement (including without limitation any breach by Customer of any of the representations and warranties contained in this Agreement), and in addition to any other remedies, KONFIRMI in its sole discretion has the right to suspend, discontinue, or cancel providing the Services and/or Data Checks to Customer, with no additional notice or confirmation being required.

All features of all Services and/or Data Checks are subject to change upon advance notice by KONFIRMI to Customer at least Sixty (60) days before the change becomes effective.  The advance notice will be provided by email at least once to the administrative email address(es) provided by the Customer in the administration interface for the Services, with no additional notice or confirmation being required.

 

Customer Support 

Customer support is available by:

– Calling us at:  (844) 464-6282 from 8:30 AM to 5:00 PM Central Time, Monday-Friday, except for federal holidays; or
– Emailing us at:  info@konfirmi.com; or
– Mailing a request to:  

        KONFIRMI LLC
        Customer Service Department
        105 W. Madison Street, 18th Floor
        Chicago, Illinois  60602

 

Privacy and Confidentiality 

Customer will obtain information regarding Customer’s users through the use of the Services and/or Data Checks (“User Information"). 

Customer must not share, provide, release, disclose, disseminate, make available, transfer, disclose, sell, rent, or otherwise communicate any User Information to anyone. 

Customer must implement and maintain reasonable security measures to protect all User Information from unauthorized access, acquisition, destruction, use, modification, or disclosure. 

For example, and without limitation, Customer must encrypt and securely store all User Information that Customer downloads or otherwise retrieves from KONFIRMI’s systems. Customer must encrypt and securely store the keys and credentials needed to decrypt User Information.  In addition, and also without limitation, Customer must securely store all encrypted User Information separately from the encrypted keys and credentials needed to decrypt any User Information.

Customer must also attempt to safeguard all User Information and Customer’s own information by at least:
(a)  protecting and securing any passwords and other credentials that Customer uses to access the Services; and
(b)  changing all passwords and other credentials at least every Ninety (90) days; and
(c)  prohibiting passwords that can be easily guessed, such as dictionary words; and
(d)  prohibiting sharing of passwords and other credentials;
(e) enabling KONFIRMI’s two-factor authentication feature, which will require entry of a code texted to the authorized number of the administrative user or emailed to an authorized email address of Customer.

KONFIRMI keeps all User Information, as well as all information and documents that Customer provides to KONFIRMI (“Customer Information”), strictly private and confidential.  

KONFIRMI does not and will not read, view, or examine any of the User Information without express permission from Customer.

KONFIRMI does not and will not not share, provide, release, disclose, disseminate, make available, transfer, disclose, sell, rent, or otherwise communicate any User Information or any Customer Information to anyone. for any purpose whatsoever, except as disclosed in our Privacy Policy.  

KONFIRMI maintains strict security policies and procedures to safeguard the User Information and the Customer Information.  We will use our best efforts to ensure that no User Information or Customer Information is in any way disclosed or put at risk of disclosure, including but not limited to:  
(a) requiring any and all persons who have access to User Information or Customer Information to sign a strict non-disclosure and confidentiality agreement as to the User Information and Customer Information; and
(b)  immediately and permanently shredding and completely deleting and destroying any User Information and/or Customer Information that KONFIRMI may have copied, printed, downloaded, or received in electronic, paper or hard-copy form, after the Services are terminated or cancelled pursuant to this Agreement; and
(b) immediately and permanently deleting and destroying any derivatives of or other materials based on any User Information and/or Customer Information that KONFIRMI may have caused to be saved or generated on any computer or in any other account or system other than one of Customer’s computers, accounts, and systems, after the Services are terminated or cancelled pursuant to this Agreement;
(c) using our best efforts to prevent any unauthorized release, disclosure, or access by any person or entity of or to any User Information and/or Customer Information; and  
(d) immediately notifying Customer if KONFIRMI knows or suspects that any User Information and/or Customer Information has been, may have been, or could be released, disclosed or subjected to unauthorized access.

Due to the fact that the Services and Data Checks involve a third-party identification solutions, as well as different email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which KONFIRMI has no control nor any right to control, KONFIRMI cannot and does not promise, represent, or guarantee that no User Information and/or Customer Information will under any circumstances be disclosed or put at risk of disclosure.  To the maximum extent allowed by law, KONFIRMI does not assume any risk and shall not be liable in any way for any data loss, breach, or any unauthorized release, disclosure, or access by any person or entity of or to any User Information and/or Customer Information, except in the case of intentional or willful misconduct by KONFIRMI or any employee of KONFIRMI.

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

 

Service Outages and Business Continuity 

KONFIRMI limits the likelihood of service outages by providing its Services through enterprise-grade, industry-standard cloud computing systems and services, such as those provided by Amazon Web Services, Inc.

Nevertheless, for added assurance of business continuity, Customer must regularly download, print, and store all the Customer Information at least once per week.  Customer may securely download, print, and store the Customer Information in the administration interface of the Services for this purpose.

Limited planned service outages may occur in order to allow KONFIRMI to conduct maintenance, repairs, or installation of upgrades to the Services.  In order to reduce the possible impact of such limited planned service outages, KONFIRMI will use its best efforts to provide notice to Customer at least Two (2) business days in advance, and the limited planned service outages will be scheduled to occur after 8:00 PM USA Central Time on weekdays, or on weekend days or federal holidays.  These advance notices will be provided by email at least once to the administrative email address(es) provided by the Customer in the administration interface for the Services, with no additional notice being required.

Due to the fact that the Services and Data Checks involve a third-party identification solutions, as well as different email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which KONFIRMI has no control nor any right to control, KONFIRMI cannot and does not promise, represent, or guarantee that no service outages will ever under any circumstances occur.  To the maximum extent allowed by law, KONFIRMI does not assume any risk and shall not be liable in any way for any service outage, except in the case of intentional or willful misconduct by KONFIRMI or any employee of KONFIRMI.

In the case of a service outage in which Customer has not been able to access the Services and/or Data Checks for more than Forty-Eight (48) consecutive hours, KONFIRMI will credit Customer with a pro-rated reduction in the next monthly fee due from Customer for the Services.  For example, if a 3-day service outage occurs in January of a given year, KONFIRMI will reduce the amounts due from Customer for the month of February by 10% (i.e., 3 day outage, divided by 30 days average per month).

The terms and conditions of this section shall survive any termination or cancellation of this Agreement.

 

Limited License 

KONFIRMI owns all right, title, and interest in and to the software, code, systems, inventions, ideas, implementations, processes, and other items in any way relating to or in any way derived from the Services and/or Data Checks.  No person or entity is authorized to use any, some portion, or all of the Services and/or Data Checks except as provided in this Agreement.

Subject to the terms and conditions of this Agreement, including without limitation during the period of a free trial of the Services and/or if Customer pays and continues to pay for the Services, KONFIRMI grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Services and Data Checks.  Any such license shall be immediately revoked upon any non-payment, cancellation, breach, or termination of the Services, Data Checks, and/or this Agreement, without need for additional notice or confirmation being required.

No person or entity is authorized to copy, resell, re-use, reproduce, modify, reverse engineer, duplicate, or exploit access to any, some portion, or all of the Services and/or Data Checks, or an aspect thereof, without prior express written permission from an Officer of KONFIRMI.

Customer agrees not to copy, resell, re-use, reproduce, modify, reverse engineer, duplicate, or exploit access to any, some portion, or all of the Services and/or Data Checks, or an aspect thereof, without prior express written permission from an Officer of KONFIRMI.

Customer owns all rights in and to the information and data the Customer provides to KONFIRMI.  Neither KONFIRMI nor any other customer of KONFIRMI has any right, title, or interest in or to any, some portion, or all of the information and/or data of Customer, except as provided in this Agreement.

Customer grants KONFIRMI a limited, worldwide, non-exclusive, non-sublicensable, fully paid-up, royalty-free, non-transferable license to use the information and data the Customer provides to KONFIRMI only as necessary to provide the Services to Customer.

 

Additional Terms and Conditions 

Notices and Related Communications.  KONFIRMI will send notification emails to the administrative email address(es) provided by the Customer in the administration interface for the Services.  The notification emails will advise Customer of:  (1) any payment issues; (2) any known service outage issues; (3) confirmations of continuing Services ordered and cancelled; (4) any price increases for any products or services offered by KONFIRMI; (5) new products or services available from KONFIRMI;  (6) account set up or change validations or verifications; and/or  (7) other issues relating to the functioning and improvement of the Services.  KONFIRMI will not otherwise send emails to Customer.

No Advice.  KONFIRMI provides many of the Services by adding on to and integrating with products or services of other companies.  Customer is free to choose any products or services that Customer wishes to use.  KONFIRMI does provide any advice or make any representations or warranties as to the quality, reliability, usefulness, price, security, or any other characteristic or attribute of any product or service of any other company.  KONFIRMI does not assume any risk and shall not be liable in any way for any data loss, breach, service failure or outage, or any other issue or problem relating in any way to the products and/or services of any other company, including without limitation if KONFIRMI provides its Services by adding on to or integrating with the other products and/or services.  

Representations and Warranties.  Each time Customer signs into and uses the Services, and each time Customer pays for the Services, Customer represents and warrants to KONFIRMI that:
(a)  Customer is authorized to enter, submit, email, import, upload, and/or otherwise provide the Customer Information to KONFIRMI; and
(b)  Customer is authorized to contract with KONFIRMI for the Services; and
(c)  Nothing Customer submits, enters, imports, emails, uploads, and/or otherwise provides to KONFIRMI is illegal, unlawfully obtained, stolen, or misappropriated; and
(d)  Everything Customer submits, enters, imports, emails, uploads, and/or otherwise provides to KONFIRMI complies with all applicable laws, regulations, and other legal obligations; and
(e)  Everything Customer submits, enters, imports, emails, uploads, and/or otherwise provides to KONFIRMI consists only of documents, information, and data relating to Customer’s business; and
(f)  Customer is not aware that any of the data, documents or other materials that Customer submits, enters, imports, emails, uploads, or otherwise provides to KONFIRMI contains any virus, trojan, spyware, malware, or other harmful or malicious software code or device; and
(g)  Customer is not obtaining or using the Services for any personal, family, or household purpose; and
(h)  Customer fully read and understands the terms and conditions of this Agreement, and agrees and consents to be bound by the terms and conditions of this Agreement.

 

IMPORTANT: 

Limitation on Liability.  Our Services and Data Checks involve different identification solutions, email and telephone communications systems, data and information service providers, cloud computing server systems, file storage and transfer systems, and other disparate systems over which KONFIRMI has no control nor any right to control.  Accordingly, KONFIRMI cannot and does not promise, represent, warranty, or guarantee that it will provide the Services and/or Data Checks at all times and without service outage(s), without data or security breach(es), and/or without any malfunction, lack of functionality, and/or any other error or issue in connection with the Services and/or Data Checks.

To the maximum extent allowed by law, neither KONFIRMI nor any of its employees or members shall be liable in any way for any service outage(s), data or security breach(es), malfunction(s), lack of functionality, error, or other issue in any way relating to or in any way arising out of the Services and/or Data Checks (including without limitation any malfunction, data or security breach, lack of functionality, or any error or other issue caused by any negligence by KONFIRMI or any of its employees or members), except as expressly provided in this Agreement, or except in the case of intentional or willful misconduct by KONFIRMI or any employee or member of KONFIRMI.  

To the maximum extent allowed by law, in no event and under no legal theory, shall KONFIRMI or any of its employees or members be liable in any way for any consequential, incidental, indirect, punitive or exemplary, loss of revenue, loss of profit, loss of product, business interruption, loss of business opportunity, personal injury, property damage, or any other losses or damages of any kind, regardless of whether or not the losses or damages are or would have been foreseeable, and regardless of whether or not KONFIRMI was advised of the possibility of the losses or damages, except in the case of intentional or willful misconduct by KONFIRMI or any employee or member of KONFIRMI.

NO WARRANTIES.  ALL SERVICES AND DATA CHECKS ARE PROVIDED “AS IS”.  KONFIRMI disclaims any and all warranties, whether express, implied, statutory, or other.  For example, and without limitation, KONFIRMI disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any and all warranties arising from course of dealing, usage, or trade practice.

These limitations on KONFIRMI’s liabilities are intended to allocate the risks of the Services and Data Checks between the parties to this Agreement.  This allocation is reflected in the pricing for the Services and Data Checks, and is a material and essential element of the basis of the bargain between the parties.

The terms and conditions of this bolded section shall survive any termination or cancellation of this Agreement. 

No Third-Party Beneficiaries.  This Agreement has no third-party beneficiaries.

No Agency.  KONFIRMI is an independent contractor services vendor of Customer.  Neither KONFIRMI, nor any of our affiliates, employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of Customer.  Neither KONFIRMI, nor any of our employees, contractors, or service providers, are employees, partners, joint venturers, fiduciaries, or agents of any person or company whose products or services are supplemented by or integrated with the Services and/or Data Checks.

Force Majeure.  The parties will be relieved from fully and completely performing their obligations under this Agreement when circumstances beyond their control (including without limitation natural disasters, terrorist or other man-made disasters, wars or other man-made violent activities, labor strikes, fire, disease or medical epidemics, power grid failures, and other such circumstances) occur or arise, making performance inadvisable, commercially impracticable, illegal, or impossible.

Attorney’s Fees.  In any lawsuit, arbitration action, or other proceeding to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover reasonable attorney’s fees, expenses, and costs in connection with the lawsuit, arbitration action, or other proceeding, including without limitation in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or arbitrator in which the matter is tried, heard, or decided.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Severability.  The terms and provisions of this Agreement are severable.  If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be deemed to extend only as far as allowed by law.  If any portion, provision, or part of this Agreement cannot be limited to extend only as far as allowed by law, that portion, provision, or part shall be deemed to be severed from the remaining portions, provisions or parts of this Agreement and any remaining portions, provisions or parts of this Agreement shall remain valid and enforceable.

Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit and/or detriment of the parties and their respective heirs, beneficiaries, guardians, administrators, trustees, executors and executrixes, agents, principals, representatives, successors, and assigns.

Merger and Integration.  The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties regarding the Services, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants, and understandings in any way relating to the Services are merged and integrated into the terms and conditions of this Agreement.  

Amendments.  This Agreement may only be amended or modified in writing signed by the party against whom enforcement of such amendment or modification is sought.

Choice of Law and Forum.  This Agreement is entered into in Chicago, Illinois, United States of America.  To the maximum extent allowed by law, this Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the United States of America, and the State of Illinois, without regard to the conflicts provisions thereof.  Any and all disputes that in any way arise out of or bear any relationship with this Agreement and/or the Services shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party.  Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction.  Nothing in this Agreement shall preclude any party from seeking injunctive relief from a court of competent jurisdiction.  The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in a court action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of a court action for these purposes.  The United States of America’s Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Jury Waiver.  The parties hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either party against the other.  The terms and conditions of this paragraph shall survive any termination or cancellation of this Agreement.

Headings.  The underlined headings for each numbered paragraph of this Agreement are used for organizational and reference purposes only, and shall not be used to interpret or construe the language of the terms and conditions of this Agreement.

No Waiver.  Any failure of either party to enforce its rights under this Agreement at any time or for any period shall not be construed as a waiver of such rights.

**  END OF AGREEMENT **