1.1 In this Agreement, unless the context otherwise requires, the following definitions will apply:
Accurate Volume Projections means for each individual Service purchased: (i) quarterly volume forecasts six weeks in advance to a degree of accuracy within 10% of the actual monthly volumes; and (ii) notice at least seven days in advance of any major volume spikes, i.e. where the number of checks in a given hour exceeds three standard deviations from the average number of hourly checks in a given month.
Anti-Corruption Laws means the body of local, state, provincial, national and international laws and regulations relating to anti-bribery and anti-corruption, including but not limited to the Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010, U.S. anti-boycott laws and those laws and regulations intended to implement the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
Baseline Tolerance means within 25% of the baseline volume commitment notified by the Client to Onfido as at the Effective Date, apportioned pro rata monthly over the Term.
BIPA means the Illinois Biometric Information Privacy Act.
Brand Features means the trade names, trademarks, logos and other distinctive brand features of the applicable party.
CCPA means the California Consumer Privacy Act (California Civil Code § 1798.100-§ 1798.199), as amended, and any regulations promulgated thereunder.
Charges means the charges for the Services set out in the Order Form.
Client means the Onfido client signing an Order Form as more particularly detailed in the Order Form.
Confidential Information means information disclosed by (or on behalf of) one party to the other party in connection with or in anticipation of this Agreement or any Order Form (including the content of this Agreement and all Order Forms) that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
Content means any information, text, graphics, or other materials uploaded, downloaded or appearing as part of the Services.
Denial of Service (“DoS”) means an attack on computer systems, networks, devices, services or other IT resource causing disruption to the targeted resource and preventing legitimate users from partial or full access to that resource.
Developments means the improvements and further developments of Onfido’s machine learning and fraud monitoring and prevention identity services.
Document means the supported documents listed on the Onfido website, or such other (Service specific) list of documents as is otherwise notified to the Client from time to time, as is subject to change and update from time to time. Where new documents are added to the Documents, they may be subject to an initial service level grace period of ninety days.
Effective Date means the date on which this Agreement takes effect, as set out in the Order Form.
External Data Providers means any third party: institution, organisation, corporate entity or government agency responsible for the provision of data or information in relation to the Services.
Feedback means any feedback or suggestions provided by the Client under this Agreement in relation to the Services.
FCRA means the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.
Fraud Database Service Provider means a government body or other third party service provider that checks whether an identity document has been previously identified to them as lost, stolen, fraudulent, or otherwise compromised.
Go Live Date means the date set out in the Order Form as the Go Live Date.
GST means goods and services tax, which is a value-added tax levied on goods and services.
HST means harmonised sales tax, which is a combination of federal and provincial taxes on goods and services in five Canadian provinces.
Information Security Policy has the meaning attributed to it in Clause 10.3.1.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Know-How means unpatented technical information (including information relating to inventions, discoveries, concepts, methodologies, models, research, development, and testing procedures; the results of experiments, tests, and trials; processes, techniques, and specifications; quality control data, analyses, reports, and submissions) that is not in the public domain.
Notice has the meaning attributed to it in Clause 11.8.
Order Form means each fully executed Onfido order form that incorporates this OSA including Schedule 1 (Technical Specification for Onfido Platform) and Schedule 4 (Onfido Notice and Consent Language) and, where used, Schedule 2 (SDK License), Schedule 3 (Customer Success Packages) and Schedule 5 (Onboarding Packages) (together, the “Agreement”) and describes the Services to be provided by Onfido from time to time as agreed in accordance with Clause 3 of this Agreement.
Permitted Purpose means legitimate, professional, informational, internal business operations purposes and not in any event for the reselling or otherwise making the Services available to any third parties.
Personal Data has the meaning attributed to it in Clause 10.1.
Privacy Laws means any applicable rules, laws, regulations, directives and governmental requirements currently in effect and as they become effective relating to privacy or data protection, whether applicable at the Federal, State, or local level and including, but not limited to, biometric information privacy laws such as the BIPA; the CCPA; and all laws implementing, supplementing, or amending the foregoing; and any other applicable data protection or privacy laws and regulations.
Processing has the meaning attributed to it in Clause 10.1.
PST means provincial sales tax, which is a province specific tax that is collected separately from the GST. In Manitoba, the PST is known as Retail Sales Tax (RST); and Quebec charges Quebec Sales Tax (QST).
Record of Processing means the records of Onfido Processing and list of third party service providers detailed at https://app.20miles.us/p/bpkd6fpp, or as otherwise notified to Client from time to time.
Reports means a summary at a User level containing one or more of the checks outlined in the Order Form.
Sandbox Environment means a test environment for Clients to simulate API requests and to test their integration with the Software.
Security Breach has the meaning attributed to it in Clause 10.5.
Services means the services and/or products offered by Onfido from time to time under this Agreement and as more particularly detailed in the applicable Order Form (including, as the case may be, the Reports, Content, Developments, Software, Site, and API).
Software means any software provided by Onfido, including the software development kit (or “SDK”) and any Maintenance Release which is being made available to the Client as part of the Services.
SLA means the Onfido service levels for the Services as set out in the Order Form.
Site means www.onfido.com and its subdomains.
Taxes or Tax means all applicable sales or consumption taxes on the Services (or goods) provided hereunder (including sales tax, use tax, excise tax, services tax, value added tax, GST, PST and HST imposed by any governmental authority having jurisdiction on all items, goods and/or Services being paid for by the Client hereunder.
User means any person whose identity is being verified by the Client using the Services.
1.2. Where the words include(s), including or in particular are used in this Agreement or any Order Form, they are deemed to have the words without limitation following them.
1.3. References to clauses are to the clauses of the Onfido Services Agreement.
1.4. A reference to a party includes its successors and permitted assigns.