Age Verification Client T&Cs (the “Agreement”)

IT IS AGREED

This Agreement uses phrases which have specific meanings. They are set out in Schedule 1.

1.1. Where Yoti is a Data Processor and the Client is a Data Controller of Personal Data, Yoti will comply with the data processing agreement in Schedule 2.

1.2. Age Verification can be configured by you to provide you with the age or the age+ status. Age Verification will not send you a date of birth, name or any other identifiable personal data. Age Verification can be configured as to which age verification methods are offered to your Users, but Digital ID (the Yoti app) and Age Estimation are mandatory methods.

1.3. Yoti does not believe that age+ status or age by themselves constitute Personal Data under the Privacy Laws. To the extent that they do (normally because you know other Personal Data about the user), you must process any Attributes received by you in compliance with Privacy Laws and your fair processing notice (normally a privacy policy) must inform your users of your use of the Attributes.

2.1. Yoti grants to you a non-transferable, non-sub-licensable, royalty free, revocable, non-exclusive licence to use Age Verification for the Client Applications from the date on which Yoti approves the opening of your Hub Account. This licence is automatically suspended during any period when your use of your Hub account is suspended and will terminate automatically and irrevocably on termination of this Agreement for any reason.

2.2. Yoti may amend any part of Age Verification at any time in its absolute discretion with no prior warning to you, including by adding or removing methods of age verification, provided that no other change materially reduces the functionality of Age Verification.

2.3. Yoti may need to amend the Software every now and again to fix bugs, improve security or improve functionality. In the unlikely event that a change in your integration or the Software is required by you then you must do so within 30 days of notice from Yoti.

2.4. If you are using Age Estimation or Yoti IDV on US citizens then it is a condition of this Agreement that you toggle ‘on’ the consent collection option for age estimation and Yoti IDV (if face match or liveness is being used). Any biometric template received by you through Age Estimation or Yoti IDV must be deleted within three years of the initial purpose being satisfied or the last interaction with the user, whichever occurs first. You need to publish a policy explaining your use of biometrics and your retention period. You indemnify us against all losses (including damages, settlement costs, defending lawsuits and regulatory action against us) for any failure to comply with this paragraph.

2.5. In relation to your use of Age Verification, either during the term of this Agreement or at any time afterwards, it is a condition of this Agreement that you must:

a. only use it in compliance with all applicable laws;

b. only use Age Verification to receive Attributes solely for proper and lawful business purposes and otherwise in accordance with this Agreement;

c. only make backup copies of the Software for your lawful use. You must keep a written record of the number and location of Software copies, which you must provide to Yoti on request, and take all reasonable steps to prevent unauthorised copying of the Software;

d. not use any methods in Age Verification to determine if they are within the scope of a patent;

e. not modify, copy, adapt, translate or create derivative works based on any part of Age Verification or attempt to discover any source code or underlying ideas or algorithms or reverse engineer, decompile or disassemble any part of Age Verification for any purpose;

f. not attempt to gain, or gain, unauthorised access to, or disrupt the integrity or performance of Age Verification or any Attributes;

g. not use Age Verification or any Attributes or any generated results to directly or indirectly train any machine learning algorithm;

h. not use Age Verification to commit, or with the intention to commit, any unlawful, fraudulent, dishonest, threatening, invasive or improper behaviour;

i. not and are not permitted to sub-license, assign, hold on trust or novate this Agreement to or on behalf of any person;

j. provide all cooperation and information reasonably required by Yoti in relation to Age Verification, including all information and materials reasonably required by Yoti to make Age Verification available to you. You must ensure that such information is up-to-date and accurate in all material respects;

k. not provide a service which is the same as or similar to Age Verification or use any part of Age Verification to build a competitive product or service or copy its features, technology or user interface;

l. not store an image of the photo or still frame used by Yoti to estimate age without Yoti’s prior written approval, which it can withhold in its absolute discretion; or

m. not act or omit to act in any way that results in damage to Yoti’s business or reputation.

3.1 Yoti reserves the right to cease supporting Digital ID for older mobile operating systems that are no longer supported by Google or Apple and for phone models that are not used by a significant proportion of Yoti users in Yoti’s absolute opinion. Yoti is not liable to you if Google or Apple remove Digital ID from their respective app stores for any reason.

3.2. Yoti may change its onboarding or verification processes for the Digital ID or IDV at any time. Digital ID and IDV do not accept every identity document. You must check Yoti’s published materials to check if the national documents you require are supported by Digital ID and IDV. Yoti reserves the right to amend the list at any time without notice.

3.3. The Transaction Charges for IDV are just for an automated data extraction of the age from an ID document. If you require either: (a) manual fall back of the data extraction where automation does not work; or (b) automated or manual liveness, face match or document authenticity checks then Yoti will charge a higher fee in accordance with its published rates. Please speak to us if you require more than an automated data extraction check.

3.4. Transaction Charges for the age verification methods are on the basis that they are acceptable to your local regulators. If more robust liveness or anti-fraud measures are required then we may need to charge extra for them.

3.5. If a territory that you operate in has or introduces a data localisation requirement that affects how we deliver Age Verification, then we reserve the right to charge a higher fee.

4.1. You are permitted to use Attributes provided to you by Users for your proper and lawful purposes in order to verify the age of Users with respect to your Client Applications.

4.2. You are not permitted to add the Attributes from Age Verification to any form of user account or user profile, or re-use the trust or any information gleaned from Attributes in any user account or user profile. This means that you must receive an Attribute from Age Verification each time a User comes to a Client Application.

4.3. You may use Attributes provided to you by Users only in accordance with your relevant policies (including your privacy policy) as such policies are amended from time to time and at all times in accordance with applicable laws. You are responsible directly to your Users to process any Attributes provided to you by us in accordance with all Privacy Laws.

4.4. Except with the prior written consent of Yoti you may not resell, sublicense, lease, share, transfer, make representations about or otherwise make available any Attribute or any trust or information gleaned from the foregoing to any third party or as part of any joint venture or partnership with any third party. Further, you may not store any Attribute in any publicly distributed ledger (such as a public blockchain) without our written prior consent, which we can withhold in our absolute discretion.

4.5. Yoti may, but has no obligation to you, submit identity documents and selfies of suspected fraudsters to law enforcement or government bodies to help those bodies in their detection and prevention of fraud. We may use identity documents submitted to Yoti by your customers to improve and train our anti-fraud techniques and to maintain a database of suspected fraudsters, all of which will be in line with our privacy policies.

Various Third Party Services are offered for age verification through Age Verification. Yoti has no obligation to host any Third Party Services on Age Verification, but we may in our sole discretion choose to do so from time to time. We can withdraw the provision of any Third Party Service on Age Verification at any time without giving you notice. Yoti does not guarantee that any Third Party Service is suitable for any particular purpose and as between Yoti and you the Third Party Service is provided “as is” and we disclaim any and all implied or express representations, warranties, terms or conditions in connection with the Third Party Service.

6.1. Transaction Charges shall be calculated in accordance with the prices we have agreed with you in a written side letter and shall be payable in pounds sterling. They are stated exclusive of VAT.

6.2. The chargeable events for each age verification option are below:

a. for Age Estimation: when an image is captured and submitted to Yoti for analysis;

b. for IDV: when Yoti completes each check. We charge for each check we do regardless of the outcome;

c. for Digital ID: when a user completes Attribute share with you;

d. for other Third Party Services: when a request is made by Yoti to that Third Party Service; and

e. for a user simply authenticating their Age Verification account, when the Attribute is shared with you by Yoti.

6.3. Some of our Fees and Transaction Charges are reduced if you are an Eligible Charity, please contact us.

6.4. Yoti reserves the right to require payment in advance to cover external costs if you have selected to receive Third Party Services and it is likely you will consume a large volume of those checks.

6.5. Yoti reserves the right to charge the Client Fees for the following services:

a. Integration support: to help the Client integrate with Age Verification. This service shall be charged at a half day fee rate of £350, with a minimum charge of £350;

b. Due diligence support: to assist the Client with its due diligence processes (eg Client’s security questionnaires). This service shall be charged at a half day fee rate of £350, with a minimum charge of £350;

c. Theme support: to individualise Age Verification according to the Client’s specifications. This service shall be charged at a half day fee rate of £350, with a minimum charge of £350; and

d. Additional languages: to translate Age Verification into a language other than the languages that come included. This service shall be charged as a one off fixed fee (quote available on request).

6.6. Payment card details may be entered and saved to automatically pay for future invoices. Any card details entered are stored by our payment partner, Stripe, who will apply a charge to the saved payment card upon issuance of a new invoice. If you do not have a saved payment card, you shall receive a payment link, requiring you to enter your payment card details for each invoice issued to you. You must settle any outstanding invoices within 14 days of the date of the invoice.

6.7. If you fail to make any payment due to Yoti under this Agreement by the due date then, without limiting Yoti’s other remedies, we may charge interest on the overdue amount at 4% per annum above Barclays Bank’s sterling base rate from time to time. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, including before and after judgment. You must pay the interest together with the overdue amount.

6.8. You must pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Yoti may at any time, without limiting its other rights or remedies, set off any amount owed to it by you against any amount payable by Yoti to you.

7.1. The term of this Agreement is for one year from the date this Agreement is entered into. This Agreement automatically rolls over for successive 12 month periods unless either party gives at least 30 days’ prior written notice to the other party before the next renewal date.

7.2. Yoti reserves the right to suspend for an indefinite period:

a. your use of Age Verification or the receipt of Attributes if access to any other Yoti product associated with you is suspended or terminated for whatever reason;

b. your use of Age Verification or the receipt of Attributes if you fail to make any payment due to Yoti by the due date for payment. Yoti reserves the right to request advance payment from you after payment is made before your access to Age Verification is resumed;

c. your use of Age Verification or the receipt of Attributes if Yoti discovers or suspects that your terms of use or privacy policy are unlawful or do not provide adequate protection to Users, or if you have breached your own terms of use or privacy policy with respect to Users or if you are being investigated, or are awaiting investigation, by the Information Commissioner’s Office or any other regulatory or governmental body in any jurisdiction;

d. your use of Age Verification or the receipt of Attributes if Yoti suspects that you have committed a material breach of any term of this Agreement whilst it investigates that suspected breach;

e. your use of Age Verification or receipt of Attributes if you do not respond in a timely manner to a query from us or one of your Users concerning your use of Age Verification or Attributes received from Users;

f. your use of Age Estimation (i) if you do not set a suitable age buffer for the age threshold (in the reasonable opinion of Yoti) or (ii) to protect itself from reputational harms or legal claims likely to occur (in Yoti’s reasonable opinion) from your use of Age Estimation; and

g. your use of Age Verification or use of Attributes for any other reason whatsoever if Yoti believes, in its absolute discretion, that there is reasonable cause to do so.

7.3. Either party may terminate this Agreement with immediate effect on written notice to the other party if the other party commits a material breach of this Agreement that is not remediable. Either party may terminate this Agreement with immediate effect on written notice to the other party if the other party commits a remediable material breach and that breach is not remedied within 30 days of written notice to do so.

7.4. Yoti may terminate this Agreement with immediate effect if:

a. you breach or exceed the conditions of use of this Agreement;

b. where you are a sole trader, you breach our Consumer Terms and Conditions. We may also terminate with immediate effect if a director or senior person at your Organisation breaches our Consumer Terms and Conditions;

c. you suffer or incur any form of insolvency or enter into an arrangement with your creditors;

d. you fail to pay any amount due under this Agreement on the due date for payment;

e. you have provided incomplete or inaccurate information to Yoti during the account set-up process or fail to maintain such information on a timely basis;

f. a territory you operate in introduces a data localisation requirement that affects the Attributes we store or where we must store them or introduces any law that could require Yoti to build a ‘back door’ to any data Yoti stores or processes. Alternatively, Yoti may elect on notice to you to restrict your use of Age Verification by territory rather than terminate the Agreement;

g. you are or become a competitor of Yoti or Age Verification, or that you control any person or organisation which is a competitor of Yoti or Age Verification. Yoti shall determine if you are a competitor in its sole discretion; or

h. Yoti believes, in its absolute discretion, that your continued use of our product is causing harm to Users, our product to others or our reputation or goodwill.

7.5. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

7.6. Any provision of this Agreement that is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect notwithstanding termination.

8.1. If this Agreement is terminated by either party for any reason:

a. all rights granted to you under this Agreement shall cease;

b. you shall stop using Age Verification and the Software;

c. you shall pay all outstanding amounts due by you to Yoti (with interest, if applicable), whether or not Yoti has submitted invoices relating to those amounts to you. The invoices shall be payable by you immediately on receipt; and

d. you shall permanently delete, destroy or return to Yoti (at Yoti’s election) all copies of the Software and Documentation in your possession or control and on request shall promptly provide a signed declaration from a director that this paragraph has been complied with.

9.1. You acknowledge that all Intellectual Property Rights in or arising out of or in connection with Age Verification, the Attributes and the Documentation is owned by Yoti, and you do not have any rights in or to Age Verification, the Attributes or the Documentation, other than the limited licence granted to you under this Agreement.

9.2. You must not do and must procure that no person on your behalf does anything which could infringe the Intellectual Property Rights of Yoti including any of the Intellectual Property Rights arising from or in connection with Age Verification and/or the Documentation or otherwise pursuant to the terms of this Agreement. Any and all rights not expressly granted to you under this Agreement shall be reserved to Yoti.

9.3. You must not do and must procure that no person on your behalf does anything which could infringe the Intellectual Property Rights of any third party arising from or in connection with your use of Age Verification.

9.4. By entering into this Agreement, you agree that Yoti may use your company name, trading name, company contact details and logo(s): (a) on the Digital ID app or website to show the Organisations who use Yoti (including in a searchable database of Organisations); (b) in presentations, conferences and promotional materials where we showcase Organisations who use Yoti; and (c) in public announcements about acceptance of this Agreement and your use, or intended use, of Age Verification. We will ask your consent for uses beyond this. Our searchable database on our website may also list various other of your information and contact information at our discretion. If you object to information about your organisation and key contact information being included in a searchable database you must notify us in writing within 14 days of acceptance of this Agreement.

9.5. Whenever you mention your age verification publicly you must state that you use the ‘Age Verification provided by Yoti’.

9.6. You may not post a link to www.yoti.com on your website, social media channels, online materials or advertisements without the prior consent of Yoti (by email is fine), which Yoti may withhold in its absolute discretion.

9.7. Yoti warrants to you that your use and access of Age Verification shall not infringe the Intellectual Property Rights of any third party, provided your use of Age Verification is strictly in accordance with this Agreement. If the use of any Intellectual Property Rights comprised in Age Verification are determined by a court of competent jurisdiction to infringe the Intellectual Property Rights of any third party, Yoti’s sole liability to you will be to do any of the following at Yoti’s discretion: (a) securing a licence or other right to continue use of the relevant third party intellectual property right as part of Age Verification; (b) replacing the relevant part of Age Verification; and (c) suspending or terminating provision of the relevant part (or, if necessary, the whole) of Age Verification.

10.1. Yoti will use its reasonable skill and care in verifying or authenticating (including when using the Products in which Attributes are estimated, like Age Estimation) Attributes of Users, but will have no liability to you, and hereby disclaims to the fullest extent possible under applicable laws all implied representations, warranties, conditions and terms in respect of the accuracy of any Attributes, whether verified by Yoti or not; all Attributes are acquired and used by you at your own risk.

10.2. Yoti gives no representation, warranty or undertaking in respect of the suitability of the Attributes for any purpose whatsoever, including any decisions made or processes (whether automated or otherwise) used by you to enter into, progress, suspend, terminate, reduce or end any agreement, arrangement, relationship, licence or transaction, or to provide any product, service, membership, access or other facility to any person whatsoever, all of which you undertake at your sole risk. Age Verification may be used globally and in many sectors but we do not warrant that Age Verification will be compliant with, or make you compliant with, laws or regulations which may be applicable to you.

10.3. Yoti will use all commercially reasonable endeavours to ensure that Age Verification is generally accessible and usable by Clients and Users. However, Yoti gives no guarantee as to the availability of Age Verification, or any component of Age Verification, or in relation to the capacity, latency, responsiveness, accuracy or proper operation of Age Verification. If Yoti becomes aware of any defect affecting the operation of Age Verification, we will take reasonable steps to restore the proper operation of Age Verification in all material respects as soon as reasonably practicable and within Yoti’s available resources, but Yoti gives no guarantees in relation to response times, fix times or otherwise.

10.4. Yoti monitors onboarding experience and wait times by country and document type. For Digital ID, if there is a high number of Users within a certain group (eg document type from a specific country) creating a Yoti app account for your service and you are either (i) not accepting those Users onto your service or (ii) not targeting those Users specifically, then Yoti reserves the right to withdraw support for that group in order to protect other Users’ experience with the Yoti app. If there are a large number of Users using a certain document type that Yoti cannot automate data extraction, and this risk was not agreed with Yoti in advance, then Yoti reserves the right to take mitigating action including deprioritising the checks, withdrawing support for that document and/or (on notice to you) increasing the Transaction Charges payable by you for those Users.

11.1. Except as expressly stated in this Agreement, Yoti provides Age Verification “as is” and all representations, warranties, undertakings, conditions and other terms which might otherwise be implied into this Agreement are hereby excluded to the fullest extent permitted by law. Yoti gives no representation, warranty or undertaking in respect of Age Verification in connection with this Agreement except as expressly set out in this Agreement.

11.2. Nothing in this Agreement limits or excludes the liability of either party for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentations; (c) any loss that may not be limited or excluded under applicable law; (d) any fee due; or (e) under an indemnity given in this Agreement.

11.3. Subject to clause 11.2, Yoti shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any:

a. loss of profits;

b. loss of sales or business;

c. loss of agreements or contracts;

d. loss of anticipated savings;

e. cost of introducing a replacement service;

f. loss of use or corruption of software, data or information;

g. losses arising from enforcement action by regulators, including any fines;

h. loss or damage to goodwill; and

i. any indirect, consequential or incidental loss.

11.4. Subject to clause 11.2, the maximum aggregate liability of Yoti to you, any of your Affiliates or your Users, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise shall be capped at the higher of: (i) a sum equal to 125% of the fees you have actually paid to us in the prior 12 months to the breach; and (ii) £1,000.

11.5. The parties both agree that the above limitations and exclusions of liability reflect the commercially agreed allocation of risk between the parties for Age Verification, taking into account the fees, and that the above limitations and exclusions of liability are reasonable and proportionate.

11.6. You indemnify on demand Yoti, our directors, our employees and our contracting parties against any and all losses, liabilities, costs (including professional costs), expenses, damages, interest and other sums suffered or incurred by or on behalf of Yoti arising directly or indirectly from any breach of this Agreement by you.

Yoti shall not be in breach of the Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under the Agreement where such delay or failure results from events, circumstances or causes beyond its reasonable control including but not limited to failure of the internet, power outages, failure of third party networks, failure of AWS or Azure, industrial actions (but not industry action affecting Yoti staff), war, pandemics, civil unrest and terrorist activity. Yoti may take mitigating measures to reduce the impact of a force majeure event.

13.1. Each party shall, for the duration of this Agreement and thereafter, keep confidential all information of a confidential nature (including pricing, trade secrets and information of commercial value) which may become known to such party and which relates to or is owned by the other party or any of its Affiliates. Neither party shall use the other party’s confidential information for its own purposes (other than implementation of this Agreement) nor, without the prior written consent of the other, disclose it to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority). The foregoing obligations shall not apply (or shall cease to apply) if that information: (a) is public knowledge or already known to such party at the time of disclosure; or (b) subsequently becomes public knowledge other than by breach of this Agreement; or (c) subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any confidential information.

13.2. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as otherwise permitted in this Agreement or as required by a binding order from any governmental or regulatory authority which has the authority to force disclosure, any court or other authority of competent jurisdiction, providing that the disclosing party is given a reasonable time to dispute the order if possible.

14.1. Audit: the security of the Yoti operations and technical systems are audited to both ISO 27001 and SOC 2 standards each year. The Age product is also audited to the requirements of the United Kingdom PAS 1296 (online age verification). Please contact us if you wish to review our SOC 2 and PAS 1296 report.

14.2. Waiver: No failure or delay by a party to exercise in whole or part any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.

14.3. Entire agreement: This Agreement contains the entire agreement between the parties relating to the use of Age Verification by you when this Agreement was accepted by you to the exclusion of any other agreement or arrangement. Neither party has relied on any prior agreement, document or representation (including innocent and negligent misrepresentations) in entering into this Agreement. Nothing in this clause shall operate to exclude or limit a party’s liability for fraud or fraudulent misrepresentation.

14.4. The parties agree that the provisions of Regulation 9 of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to the Agreement.

14.5. Conflict of terms: If there is any conflict between Age Verification User T&Cs and this Agreement, the terms of this Agreement shall prevail.

14.6. Severance: If any term of this Agreement 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 section shall not affect the validity and enforceability of the rest of the Agreement.

14.7. Third parties: Except for Yoti’s Affiliates, which may enforce the terms of this Agreement, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.

14.8. Notices: Any notice or other communication given to a party under or in connection with the Agreement shall be in writing by email which for you shall be to the email address you used to create your account on the Hub and for us shall be the email address provided below in clause 15.1, which shall be deemed to have been received immediately after transmission provided that no automatically generated email communicating an out of office response or failed delivery is received by the sender.

14.9. References in this Agreement: If we refer to a statute or statutory provision, this reference includes amendments or re-enactments of that legislation, and any subordinate legislation. Any phrase introduced by the terms including, include, or in particular, or any similar expression, are illustrative and do not limit the words preceding those terms.

14.10. Subcontracting and Assignment: Yoti may subcontract or assign any of its rights and obligations in this Agreement to its Affiliates, provided that the Yoti entity you are contracting with remains directly responsible to you. Please note that all services carried out in respect of data subjects located anywhere in the United States of America are carried out by Yoti USA, Inc. using technology licensed from Yoti Limited.

15.1. You are contracting with Yoti Ltd, a company registered in England and Wales whose company registration number is 08998951 and whose registered office is at 6th Floor, 107 Leadenhall St, London, EC3A 4AF. Our registered VAT number is 199947617. You can contact us by writing to us at: organisations@yoti.com or at the above address.

15.2. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of England. If we are bringing court action against you then the courts of England and Wales shall have non-exclusive jurisdiction and if you are bringing court action against us then the courts of England and Wales shall have exclusive jurisdiction, in each case to settle any dispute or claim that arises out of or in connection with this Agreement or your use of Age Verification.