Criipto offers identification, authentication, and authorization services on a subscription basis (“Subscription”).
Criipto collects and stores authentication and authorization data (including any personal data) for Customer’s end users (“End User Data”) on behalf of the Customer. Criipto has no contractual relationship with Customer’s end users whose data it processes.
The Customer owns its End User Data. The Customer hereby grants Criipto a, non-exclusive, royalty-free, sub-licensable, transferable license to use the Data as reasonably necessary for Criipto to provide the Services.
The features and functionality of the Services available to the Customer will be based on the Subscription packages chosen by the Customer. Any new features that augment or enhance the current Services including the Application Programming Interfaces (“API”) and/or the Subscription packages, including the release of new tools and resources, shall be subject to the Terms.
Criipto may, from time to time, require the Customer or the Customer’s end users to install software updates provided by Criipto or by third parties to continue accessing the Services, provided that the Customer accepts this.
To use the Services the Customer will need to register as a user (a “Registered User”) by creating an account. During the registration process the Customer will have to provide either a valid email address and password, or alternatively credentials to authenticate with a third party federated identity provider with whom the Customer has an established account (e.g. GitHub, Google, Microsoft) which will in turn with the Customer’s permission provide us the email address associated with that account.
The Customer will also be asked to provide a unique identifier for its account domain. The Customer may also invite individuals who shall be authorized and permitted by the Customer to use the Services (“Authorized Users”) through the dashboard after login to the Customer’s account at the designated URL. The Customer will be responsible to Criipto for any and all acts or omissions of the Authorized Users. The Customer represents and warrants that all registration information is truthful and accurate and that the Customer shall maintain the accuracy of such information. The Customer is solely responsible for the confidentiality of its user account, as well as for its use and misuse. The Customer shall promptly inform Criipto of any need to deactivate a user name or password.
The Services are provided to you for such period as agreed by the parties and set forth in an invoice (the “Subscription Period”), at our then-current pricing, or such other pricing as agreed by the parties and set forth in an invoice (the “Fees”).
You agree to pay any applicable Fees. We may use a third party service provider (“Third Party”) to process your payment in connection with your use of the Services. You warrant and represent that you are the valid owner or an authorized user, of the credit card you provide to such Third Party, and that all credit information is accurate.
It is important to note that when you sign up to use the Services, your Subscription Period will automatically renew on a monthly or annual basis (or such other renewal period as agreed upon in an invoice) until you cancel it. If you do not cancel, then your Subscription Period will automatically renew.
Unless otherwise agreed by the parties in an invoice, Fees shall automatically be adjusted upon each renewal of your Subscription Period to our then-current pricing. In addition, we reserve the right o change the Fees, or institute new or additional Fees, at any time upon notice to you.
Criipto may use third party service providers to perform all or any part of the Services, but Criipto remains responsible under this Agreement for the Services performed by its third party service providers to the same extent as if Criipto performed the Services itself.
The Services may involve the transmission to Criipto of certain personally-identifiable information (“Personal Data”). For processing of Personal Data under this Agreement, the Customer shall be considered as data controller and the Supplier as data processor. Our policies concerning the collection and use of such Personal Data are governed according to our Data Protection Policy (located at https://criipto.com/legal/privacy/, which is hereby incorporated by reference in its entirety.
(a) License Grant. Subject to the Agreement, Criipto hereby grants the Customer and to the Authorized Users (if any)during the applicable Subscription Period, a limited, non-exclusive, non-transferable license, without the right to grant sublicenses, to use the Services.
(b) Restrictions on Use. The Customer will not (and shall ensure that any Authorized Users or third parties do not): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (ii) modify, adapt, or translate the Services; (iii) make any copies of the Criipto (or Criipto’s subcontractors) Intellectual Property (as defined in Section 10); (iv) resell, distribute, or sublicense the Services; (v) make the Services available on a “service bureau” basis; (vi) remove or modify any proprietary marking or restrictive legends placed on the Criipto Intellectual Property; (vii) use the Services in violation of any applicable laws or for any purpose not specifically permitted in the Agreement; or (viii) introduce into the Services any software, virus, worm, “back door,” trojan horse, or similar harmful code. In addition, the Customer may not access the Services for purposes of monitoring performance or functionality, or for any other benchmarking or competitive purposes.
The Customer shall not use the Services for any unlawful purpose;
The Customer shall not upload, post, email, transmit or otherwise make available any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity.
The Customer shall not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.
The Customer shall not abuse or send excessively frequent requests to our Services via the API.
The Customer acknowledges and agrees that the Services merely provide connectors that allow the Customer to interact with applications created by the Customer or any third party. Criipto may or may not have any contractual relationship with such third parties, and Criipto will use commercially reasonable efforts to resolve any connectivity issues that may arise from changes made by such third parties. In no event shall Criipto, its affiliates, subsidiaries, or its subcontractors (collectively the “Criipto parties”) be liable or responsible for any broken connections or changes to third-party applications.
In no event shall Criipto parties be liable for special, indirect, punitive, exemplary, or consequential damages, including without limitation lost profits, revenues or savings, arising out of or relating to this Agreement, even if such Criipto party has been advised of the possibility of such damages in advance. In no event shall the total cumulative liability of the Criipto parties for direct damages arising under the Agreement or relating thereto, exceed, the total fees paid by the Customer during the subscription Period immediately preceding such claim.
In the event that any or any part of the terms contained in the Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law.
As between the Customer and Criipto (and Criipto’s subcontractors), the Customer owns any content submitted or transmitted to, through, or in connection with the Customer’s use of the Services (“Customer Content”). Criipto or subcontractors own the content created and made available in connection with the Services (“Criipto Content”), including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Service excluding Customer Content. Criipto or our subcontractors also own the copyrights, designs, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“Intellectual Property”) associated with the Criipto Content and the Services, which are protected by copyright, design rights, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided in the Agreement, Criipto does not grant any express or implied rights, and all rights in and to the Services, the Criipto Content and the Intellectual Property are retained by Criipto and/or our subcontractors.
Criipto is responsible for ensuring that the Services, excluding Customer Content, do not infringe any Intellectual Property rights held by a third party.
Criipto shall indemnify and keep the Customer harmless from any claims from third parties made on the basis that the Services infringe on the Intellectual Property Rights of a third party.
Neither party shall be liable towards the other party to the extent that the liability is incurred due to matters beyond the party’s control or matters which the party ought not to have taken into account at the time of conclusion of the Agreement or attempted to avoid or overcome, including, but not limited to, wars, fire, strikes and lockouts, flood, explosion, civil disorder, power failure, equipment failure, acts of civil or military authorities, theft, vandalism, misuse, insurrection, inability to obtain the necessary supplies (“Force Majeure”). Circumstances experienced by Criipto’s subcontractor(s) shall be regarded as Force Majeure in cases where the subcontractor is faced with an obstacle falling within the first sentence of the present section.
The Customer may conduct periodic reviews of the performance of the Services to enable the Customer to assess the impact on the Customer’s compliance with its regulatory obligations. Criipto shall provide the Customer with such information and assistance as the Customer may reasonably request for under the performance of such reviews.
Each party shall, upon reasonable notice, allow all relevant authorities full access to its premises, data, information, and personnel if so required pursuant to all applicable regulations governing the other parties’ respective commercial activities and each party shall bear its own cost for fulfilling its obligations under this section.
The Customer shall not, without the prior written consent of Criipto, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
Criipto is entitled to mention the Customer in its marketing material, both in writing and by use of the Customer’s logo.
In the event that any portion of Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the Agreement shall remain in full force and effect.
This section, the section entitled Criipto Intellectual Property, Indemnification, Disclaimer and Limitation of Liability and Termination shall survive the termination of the Agreement.
No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement.
Any specific terms detailed in the Order Form take precedence over any conflicting terms between the Order Form and the Terms.
The Agreement contains the entire agreement of the parties concerning its subject matter and supersedes all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.
The validity, interpretation, and performance of the Agreement shall be controlled by and construed under the laws of Denmark. The United Nations’ Convention on the International Sale of Goods shall not apply.
Except for proceedings commenced by Criipto to protect its Intellectual Property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any dispute arising out of or relating to the Agreement shall be referred to the Court of Frederiksberg as first instance venue.