ID LYNX LTD. TERMS OF SERVICE
Version 1.0– modified July 06, 2020
In these Terms of Service (hereafter “Agreement” or “Terms”), “we,”“us,”“our” or “ID Lynx” will refer collectively to ID Lynx Ltd., and the terms “you,”“your” and “Customer” will refer to you.
Services herein shall refer to our application (mobile), or other cloud-based services that we host on your behalf (the “Services”).
To use the Services, you must review and accept these Terms by checking the “I Agree” box during account creation or other mechanism provided. If you are using the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to ID Lynx that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with ID Lynx covering the use of the Services, in which case that agreement will govern such use.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND ID LYNX. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT USE THE SERVICES.
IMPORTANT NOTE: THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, see Section 11.
IN ADDITION, DISPUTES RELATED TO TERMS OR RELATED TO YOUR USE OF THEE SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. For more details, see Section 15.
1.1 Changes to These Terms.
We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. We will strive to provide you advance notice of any material revisions. This notice will be provided via an e-mail to the e-mail you have provided. For other revisions, we will update the effective date of these Terms at the top of the page. We encourage you to check the effective date of these Terms whenever you visit ID Lynx’s website or use the ID Lynx services. Your continued access or use of the Services constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Services.
2. Personal Data.
You represent and warrant that if you are using the Services to access immutable data stores, including but not limited to a blockchain or distributed ledger, you will adhere to all contracts, agreements, and terms associated with the network to which you are interacting.
In addition, you agree that, to the extent you are submitting transactions to a public, immutable data store, including but not limited to a public blockchain or distributed ledger, you will not use the Services to submit transactions containing personal data (defined as information that relates, directly or indirectly, to a data subject, including without limitation, names, email addresses, postal addresses, identification numbers, location data, online identifiers or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the data subject) or any form of personally identifiable information.
3. Acceptable Use Policy
You agree not to use the Services to collect, upload, transmit, display, or distribute any content or to take any action that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; (iv) is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (v) attempts to bypass or break any security mechanism on any of the Services which could pose a security or service risk to Company or its customers; (vi) attempts to reverse-engineer the Services in order to find limitations, vulnerabilities, or steal Company IP including trade secrets, and copyrighted works; (vii) launches or facilitates, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other activity that adversely impacts the availability, reliability, or stability of the Services; (viii) transmits any material or data that contains viruses, Trojan horses, spyware, works, or any other malicious or harmful program; (ix) engages in any unsolicited advertising, marketing, or other activities prohibited by applicable law or regulation covering anti-spam, data protection, or privacy legislation in any relevant jurisdiction; (x) attempts to solicit information from individuals without their explicit consent or under false pretenses; (xi) creates false identities, DIDs, credentials, or any other attempt to use the Services for nefarious purposes.
4. Access and Use of the Services
To use the Services, you will be asked to create an ID Lynx account. As part of the account creation process, you’ll be asked to provide your e-mail address and create a password. You may also be asked to provide other information for verification, like a phone number. The email address you provide during the account creation process is the primary medium by which ID Lynx will communicate important information about our Services, this agreement, and (if you opt-in) promotional material. You are solely responsible for all use (whether or not authorized) of the Services under your account(s), including the quality and integrity of your Customer Data and each software application you develop using the Services. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any software application you build (“End Users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.
We will use all commercially reasonable efforts to make the Services available to you 100% of the time. However, ID Lynx will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur due to downtime of the Services.
You may use the Services, on a non-exclusive basis, solely in connection with and as necessary for your activities pursuant to these Terms.
5. Changes to the Services
The features and functions of the Services may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least thirty (30) days prior to implementing those changes.
Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates may use the Services pursuant to these Terms, provided that these Terms apply to your affiliates. You and your affiliates that use the Services will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.
7. Fees, Payment Terms, Taxes
You agree to pay fees in accordance with the rates presented at ID Lynx website or mobile App unless otherwise set forth in an order form or order confirmation between the parties.
You agree to pay any and all additional costs, fines, or penalties, without limit, we incur from a governmental or regulatory body as a result of your use of the Services in violation of these Terms.
Unless otherwise stated in an Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that are the subject of this Agreement whether such Taxes are imposed directly upon you or upon us. “Taxes” mean all applicable federal, state and local taxes, fees, charges, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, VAT, GST, other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes. Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our compliance department.
If you elect to pay via credit card, then you agree to our automatic recurring monthly (or annual) charge. If you request to receive invoices, and we approve your request, invoices will be sent via email as a PDF on a monthly basis. You will make payment within 15 days of the date of the invoice unless the parties agree to other terms in writing.
If you are overdue on any payment of undisputed fees and fail to pay within 10 business days of a written notice of your overdue payment, then we may apply a late fee of either 1.5% per month (or the maximum allowed by applicable law, whichever is less). We reserve the right to suspend the services until you pay the undisputed fees plus any late fees.
If we suspend the Services pursuant to this Section, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any such suspension.
You must notify us in writing if you wish to dispute any portion of any fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within thirty (30) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.
8. Ownership and Confidentiality
We exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and Customer Service Data; as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). You exclusively own and reserve all right, title and interest in and to each any application or software you build using the Services and your Confidential Information.
We welcome and encourage your feedback about the Services. When you submit feedback, you agree that: (i) we are not under any obligation of confidentiality with respect to your feedback; (ii) we may use or disclose or not disclose your feedback for any purpose and in any way through any channel; (iii) we own the feedback you give us; (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for the feedback you give to us, unless expressly agreed to in a separate, written agreement.
Subject to these Terms, each of us (“Licensor”) grants the other (“Licensee”) the right to use and display Licensor’s name, logo, and your use case using the Services (the “Licensor Marks”) on Licensee’s respective websites and in other promotional or publicly distributed materials solely in connection with its respective activities pursuant to these Terms. Licensee’s use of the Licensor Marks will be in accordance with the Licensor’s applicable usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register, or take other action with respect to any of the Licensor Marks, except if permitted in writing by Licensor. Licensee will always use the then-current Licensor Marks and will not add to, delete from, or modify any of Licensor Marks. Licensee will not, at any time, misrepresent the relationship between Licensee and Licensor. Licensee will not present itself as an affiliate or other legal agent of the Licensor. Licensee’s right to use and display the Licensor Marks pursuant to this Section will end automatically in the event these Terms terminate.
“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.
9. Representations and Warranties
You represent and warrant that, when using the Services to access third-party services including any blockchain, ledger, or other identity network, public or private, that you are acting in compliance with all the relevant service’s terms and agreements, and that you are authorized to do so.
We represent and warrant that the Services will operate in accordance with applicable Documentation and will materially conform to any specifications contained therein. ID Lynx’s sole obligation, and your sole and exclusive remedy, in the event of any failure by us to comply with this Section will be for us to, at our option, re-perform the affected Services or refund to you the fees you actually paid for the affected Service.
USER ACKNOWLEDGES AND AGREES THAT CRYPTOGRAPHY IS A PROGRESSING FIELD. ADVANCES IN CODE CRACKING OR TECHNICAL ADVANCES SUCH AS THE DEVELOPMENT OF QUANTUM COMPUTERS MAY PRESENT RISKS TO THE CRYPTOGRAPHIC SYSTEMS IN THE SERVICES, WHICH COULD RESULT IN THE THEFT OR LOSS OF YOUR CRYPTOGRAPHIC PROPERTY. TO THE EXTENT POSSIBLE, STREETCRED INTENDS TO UPDATE THE SERVICES TO ACCOUNT FOR ANY ADVANCES IN CRYPTOGRAPHY AND TO INCORPORATE ADDITIONAL SECURITY MEASURES BUT DOES NOT GUARANTEE OR OTHERWISE REPRESENT AND/OR WARRANT SECURITY OF THE SERVICES. BY USING THE SERVICES, USER ACKNOWLEDGES THESE INHERENT RISKS.
WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS SECTION AND OUR OBLIGATIONS SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. STREETCRED WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE DATA (AS DEFINED BELOW) SENT TO STREETCRED OR THROUGH THE SERVICES PROVIDED THEREBY.
“Sensitive Data” shall mean (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; or (g) any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable Law relating to privacy and data protection.
From time to time, you may have the option to use alpha, beta, or any such similarly designated services, products, features, and documentation offered by ID Lynx (“Beta Offerings”). ID Lynx may discontinue Beta Offerings at any time at its sole discretion without notice and may decide not to make a Beta Offering generally available. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, STREETCRED IS PROVIDING THE BETA SERVICES TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA OFFERINGS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY OR ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, STREETCRED DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. STREETCRED SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING.
If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may at our option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees.
This Section represents your exclusive remedy, for any Claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.
ID Lynx will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the Services in breach of these Terms or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing.
You will defend, indemnify and hold ID Lynx, its officers, directors, employees, agents, stockholders, and affiliates (“ID Lynx Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a ID Lynx Indemnified Party and any Losses related thereto alleging or arising out of (a) your or any of your End Users’ breach of or activities under these Terms; (b) your or any of your End Users’ use of the Services; (c) your or any of your End Users’ breach of Section 2 relating to our Personal Data policy; or (c) your acts or omissions in connection with the provision of each Customer Application, including, without limitation, any intellectual property Claims relating to each Customer Application.
As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party’s consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party, in connection with a Claim, will pay all Losses following notice of the Claim, which shall be provided in accordance with this Section. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
11. Limitation of Liability
To the extent that ID Lynx acts as a Transaction Endorser for you in your role as a Transaction Author on an applicable network (like Sovrin), you agree to accept all liability for the contents of the transaction. You hereby warrant that you understand anything submitted to a network requiring endorsement will be endorsed by us automatically and programmatically, and that we have no ability or process by which to inspect or censor the contents of your transaction. Therefore, you agree everything you submit through our services complies with this agreement and all other agreements pursuant to your relationship with the administrators of the identity network with which you are attempting to transact (like the Transaction Author Agreement, as this Section relates to Sovrin).
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT YOUR LIABILITY ARISING FROM YOUR BREACH OF THIS AGREEMENT OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT YOUR LIABILITY ARISING FROM YOUR BREACH OF THIS AGREEMENT OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
12. Term, Termination, Suspension
These Terms, as may be updated over time, will commence on the date they are accepted by you and continue until terminated in accordance with the following.
Either party may terminate these Terms and access to the Services for any reason upon thirty (30) days written notice to the other party. ID Lynx, at its sole discretion, may terminate these Terms and access to the Services in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after we provide written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.
Upon termination of these Terms, your payment obligations and the terms of the following Sections will survive (still apply): Section 2, 7, 8, 10, 11, 14, and 15.
Both you and ID Lynx will comply with the applicable laws and regulations relating to each of our respective activities pursuant to these Terms.
You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. ID Lynx may assign these Terms, in whole or in part, without consent. Subject to this Section, these Terms will be binding on both you and ID Lynx and each of our successors and assigns.
You and ID Lynx are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and ID Lynx will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and ID Lynx will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor ID Lynx has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
Except as described in Section 16 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Entire Agreement: Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by ID Lynx, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and ID Lynx and be non-binding against us even if signed by us after the date you accept these Terms.
Force Majeure: No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.
The enforceability and interpretation of Section 15 (Agreement to Arbitrate) will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from Section 16, these Terms will be governed by and interpreted according to the laws of the State of New York without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 15 (Agreement to Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or the Services shall be instituted in either the state or federal courts of Calgary, Alberta, and we each consent to the personal jurisdiction of these courts.
15. Agreement to Arbitrate
Before bringing a formal legal case, please first try contacting our support team to resolve things that way first.
If a dispute cannot be resolved through our support team, you or any of your affiliates on one hand and ID Lynx and any of our affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Services by binding arbitration in Calgary, Alberta, or in another location that we have both agreed to.
This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. This also applies even after you have stopped using the Services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
You and your affiliates on one hand, and ID Lynx and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to: (i) your, your affiliates’, our or our affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (ii) your violation of our Acceptable Use Policy.
Also, any of us can bring a claim in small claims court either in Calgary, Alberta, or the county where you live, or some other place we both agree on, if it qualifies to be brought in that court. In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Class Action Waiver: Both you and your affiliates, on one hand, and ID Lynx and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor ID Lynx and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other ID Lynx customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section (Class Action Waiver) is not enforceable or valid, then the entire Section 15 (Agreement to Arbitrate) will be null and void. But, the rest of the Terms will still apply.