sideos GmbH
Terms & Conditions

Access and Use

1. Use of the Service

During the use covered by this Term, Customers will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the Services solely for their internal operations subject to these Terms and up to the number of Customer Administrators, Credential Templates, Proofs, documented in these Terms. Customer acknowledges that these Terms define a services agreement and sideos will not be delivering copies of the Software to Customer as part of the Service.

2. Access to the Service

You are solely responsible for ensuring that only appropriate Authorised Users have access to the Service, that such Authorised Users have been trained in proper use of the Service, and proper usage of access credentials, tokens and access procedures with respect to access and use the Service. sideos reserves the right to refuse registration of, or to cancel, account IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case sideos will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, sideos may suspend Customer’s access and use of the Service if there is an unusual and material spike or increase in Customer’s use of the Service and sideos reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Service. sideos will provide notice prior to such suspension if permitted by applicable law or unless sideos reasonably believes that providing such notice poses a risk to the security of the Service. sideos will promptly reinstate Customer’s access and use once the issue has been resolved.

3. Trial Services

If you are using the free trial, a proof of concept version of the Service, a beta version of the Service, or using the Service on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by sideos in its sole discretion (collectively, “Trial Services''), sideos makes such Trial Services available to Customer until the earlier of: the end of the free trial or proof of concept period or beta testing period as communicated by sideos or specified in an Order; the start date of any purchased version of such Service; or written notice of termination from sideos (“Trial Services Period”). sideos grants Customers, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. You are authorised to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorised by sideos in writing. Any data Customer enters into the Trial Services will be permanently lost and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer: (a) has purchased a subscription to the same SaaS Products as covered by the Trial Services; or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Service, and you should review the Service features and functions before making a purchase. sideos will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. Notwithstanding anything to the contrary, sideos provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, sideos disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. You assume all risks and all costs associated with its use of the Trial Services. Your sole and exclusive remedy in case of any dissatisfaction or sideos’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of sideos to indemnify, defend, or hold harmless under this Agreement are not applicable to you while using Trial Services. In order to use the Trial Services, you will need to provide sideos with an email to correspond and send further information if required.

sideos offers Trial Services for the usage of the management console “Juno”, the bank account verification service “BAO” and the know your customer service “KYC”. Since the BAO and KYC services are executed by third party providers you will need to share relevant data to perform the Trial Service.

4. Ownership and Restrictions

You retain ownership and intellectual property rights in and to your content. sideos or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some sideos programs is specified in the program Documentation or ordering document as applicable. Your right to use such third party technology is governed by the terms of the third party technology licence agreement specified by sideos and not under the Agreement.

5. Administrator Access

You will be solely responsible for the acts and omissions of its Administrator Users. sideos shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

6. Support

As part of its provision of the Service, sideos will make available technical support to you in accordance with sideos’ Service support terms. Upon notification from sideos, you will promptly update any customer success managers on your systems that interact with the Service. You acknowledge and agree that its failure to timely install such an update may result in disruptions to or failures of the Service, security risks or suspension of your access to the Service, without any liability on the part of sideos to you.

7. Availability

sideos undertakes all commercially reasonable efforts to make the Services available to Customers 100% of the time. Nevertheless, the Services Availability (as defined below) should not be less than 99.9% during each calendar year of the Subscription Term. “Service Availability” means the number of minutes in a year that the key components of the Service are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the Terms), (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any sideos user. sideos reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and sideos reserves the right to change its maintenance window upon prior notice to Customer.

8. Service Extensions or Updates

Customer further agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Customer pursuant to an amendment accepted by Vendor referencing this Agreement will be subject to this Agreement.

9. System Maintenance

sideos reserves the right to scheduled maintenance windows to deploy any defect corrections, new enhancements or releases. The Customer will be notified within 10 business days notice for all releases unless it resolves a “critical” or “high” error/defect.

10. Mobile Applications

With regard to Service components that require the use of mobile applications by an Authorised User, you will ensure that all Authorised Users promptly download and install all available updates for the mobile applications. You acknowledge and agree that the Service may not properly operate should any Authorised User fail to do so, and that sideos is not liable for any damages caused by a failure to update mobile applications accordingly.

11. Restrictions

You agree to not:

Copy or republish the Service or sideo’s Software,
Make the Service or Software available to any person other than authorised sideos users,
Modify or create derivative works based upon the Service or Documentation,
Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Service or in the Documentation,
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Service, except and only to the extent such activity is expressly permitted by applicable law, or
Access the Service or use the Documentation in order to build a similar product or competitive product. Subject to the limited licences granted herein, sideos shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under these Terms, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to sideos.

Payment and Taxes

1. Fees

Customer agrees to pay fees according to the rates listed at https://www.sideos.io/pricing unless otherwise agreed in a contract or order confirmation between sideos and Customer.

2. Invoicing and Payment

Unless otherwise agreed upon in writing with you, sideos will invoice you for all fees on the first day of each month. The amount of the invoice is payable at the date of receiving the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Euros, and must be paid by you to sideos in Euros.

3. Taxes

Unless otherwise stated in an invoice sideos will bill you for applicable taxes as a separate line item on each invoice. You will be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to your purchase and use of the services. You will not be liable for taxes based on sideos’s net income, capital or corporate franchise.

4. Increase in Charges

In case of an increase of the charges, you will be entitled to terminate the Service(s) affected by the amended charges by Written Notice. Such termination will take effect on the date the amended charges will come into force. The amended charges are deemed to be accepted by you and the termination right will be forfeited, if you do not exercise such right within the notice period mentioned above. sideos will inform you of this special termination right and the consequences of non-execution of this right in the notice announcing the amendment.

5. Change in Monthly Subscription Plan

You may request to upgrade or downgrade your plan at any time. If you choose to downgrade, this change will not go into effect until the first of the following month. If you upgrade, then we will prorate your monthly charges to go into effect on the day of the upgrade.

6. Governmental Charges

sideos may adjust or introduce Governmental Charges in order to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs.

Rights and Intellectual Property

1. Unauthorised Use; False Information

You will:

Notify sideos immediately of any unauthorised use of any access credential or user id or any other known or suspected breach of security,
Report to sideos immediately and use reasonable efforts to stop any unauthorised use of the Service that is known or suspected by you or any sideos user, and
Not provide false identity information to gain access to or use the Service.

2. Customer Input

You are solely responsible for collecting, inputting and updating all your content stored on the Service, and for ensuring that the your content does not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or contain anything that is obscene, defamatory, harassing, offensive or malicious.

3. Licence from Customer

You will grant to sideos a limited, non-exclusive and non-transferable licence, to copy, store, configure, perform, display and transmit your content solely as necessary to provide the Service to you.

4. Ownership and Restrictions

You retain ownership and intellectual property rights in and to it's content. sideos or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Terms. Third party technology that may be appropriate or necessary for use with some sideos programs is specified in the program Documentation or ordering document as applicable. Your right to use such third party technology is governed by the terms of the third party technology licence agreement specified by sideos and not under the Agreement.

Confidentiality

1. Authorised Persons

You and your employees and advisors along with any affiliated company within the meaning of sec. 15 et seqq. of the German Stock Corporation act (AktG), (v) its organs and employees as long as the persons listed in through are involved in the Project, require the relevant information to accomplish their respective tasks in the Project (“need to know” principle) and subject to a professional confidentiality obligation.

2. Confidentiality.

During the term of these Terms and for five (5) years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

3. Exceptions

Confidential Information excludes information that: is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the yours, is known to you, without restriction, at the time of disclosure or becomes known to you, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by you without use of the Confidential Information as demonstrated by the written records of the receiving party. You may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

Security and Personal Data

1. Personal Data

You have read and understand our Privacy Policy. You will comply with all applicable local, state, national and foreign laws in connection with its use of the Service, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that sideos exercises no control over the content of the information transmitted by Customer or the sideos SSI users through the Service. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

2. sideos Personal Data Obligations

In performing the Services, sideos will comply with the sideos Services Privacy Policy, which is available at https://sideos.io/privacy and incorporated herein by reference. The sideos Services Privacy Policy is subject to change at sideos’s discretion; however, sideos policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the services have been paid. The services policies referenced in these Terms specify our respective responsibilities for maintaining the security of Customer data in connection with the Service. sideos reserves the right to provide the Service from Host locations, and/or through use of subcontractors, worldwide. sideos will only process Customer Personal Data in a manner that is reasonably necessary to provide the Service and only for that purpose. sideos will only process Customer Personal Data in delivering sideos Service. You agree to provide any notices and obtain any consent related to sideos’s use of the data for provisioning the Service, including those related to the collection, use, processing, transfer and disclosure of personal information. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retain ownership of all of Customer data.

3. sideos Sensitive Data and Personal Data Processing

In performing the Services, sideos will process sensitive or personal data, respectively, when this data should be provided by You to Your Users of Your service (issuing) or when performing a validation or verification of that data on Your behalf (verifying). Providing data can happen in 2 ways: (1) the User of the sideos App or Your app including our SDK, respectively, enters sensitive or personal data into the app. This data is stored solely on the app and only being shared with explicit consent of the App User. (2) You provide sensitive or personal data utilising sideos’ services to store the data on the User’s app. The app stores the user input on the User’s phone to make it available to a requester if the User wants to share it explicitly. sideos’ Service does not store sensitive or personal information of Your User in our systems only passing through data via Your systems to the User’s app or from there to our systems for verification via Your Services. These interactions will be logged as a timestamp with an unique identifier into a transaction log. You have access to this transaction log through our Management Console. The Management Console allows You to enter information about You or Your business, respectively, including non-mandatory descriptive text and logo. This data will be stored in our systems.

4. sideos Sensitive Data and Personal Data Validation involving 3rd Parties

In performing the Services of validating sensitive or personal, sideos will utilise 3rd party data validation services. In the case of validating personal information sideos relies on a compliance platform vendor (iDenfy UAB, Baršausko street 59, 51423 Kaunas, Lithuania). The related personal (KYC) data will be captured based on the explicit consent of the app User with the help of the provider’s SDK embedded into our App. sideos passes through the data between the User’s app and the compliance platform vendor’s systems. After successful validation the validated data is stored on the User’s phone. In the case of bank account ownership information, sideos relies on an Account Information Service Provider (Volt Technologies ‘Holdings Limited’, 12 Melcombe Place, London, England, NW1 6JJ). The related bank account ownership data will be captured based on the explicit consent of the app User with the help of the provider’s services redirected to from our App. Only after successful verification of the bank account ownership this information is provided to sideos and sideos passes through the data between Account Information Service Provider’s systems and the User’s app.

Warranties

1. Warranty

sideos represents and warrants that it will provide the Service in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with the Documentation. sideos warrants that the Service will perform in all material respects in accordance with the current release documentation. sideos does not guarantee that the Service and the related components will be performed error/defect free or uninterrupted, or that sideos will correct all Service or related components defects/errors. You acknowledge that sideos does not control or transfer data over communications facilities, including internet, and that Service may be subject to the limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by sideos (express or implied) with respect to the subject matter of this agreement. Neither sideos nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall sideos or any of its service providers be liable for unauthorised alteration, theft, or destruction of your’s or any user’s data, files, programs.

2. Blockchain technology and 3rd Party Services

You represent and warrant that, when utilising the Service to rely on 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 authorised to do so.

3. Processing Sensitive Data

SIDEOS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EXCEPT AS MAY BE EXPLICITLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SIDEOS MAKES NO WARRANTY THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE. THE SERVICE IS 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. SIDEOS WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE DATA (AS DEFINED BELOW) SENT TO SIDEOS OR THROUGH THE SERVICES PROVIDED THEREBY.

“Sensitive Data” shall mean (i) “special categories of data” which includes personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs trade-union membership, genetic or biometric data processed solely to identify a human being, health-related data, data concerning a person’s sex life or sexual orientation, and (ii) financial information, banking account numbers or banking credentials, credit or debit card number at full length, (iii) criminal history or any (iv) other information or combinations of this information that falls within the definition of “special categories of data” under GDPR or any other applicable Law relating to privacy and data protection.

Indemnification

1. Indemnification by sideos

If a third party makes a claim against you that the Service infringes any related patent, copyright or trademark, or misappropriate any trade secret, or that sideos’s negligence or willful misconduct has caused bodily injury or death, sideos shall defend you and its directors, officers and employees against the claim and provide supporting legal documentation. sideos shall have no liability for any claim based on

Your Content
modification of the Service not authorised by sideos, or
use of the Service other than in accordance with the Documentation and these Terms. sideos may, at its sole option and expense, procure for you the right to continue use of the Service, modify the Service in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to you any amount paid by you with respect to the Subscription Term following the termination date.

2. Indemnification by You

If a third party makes a claim against sideos that your content infringes any patent, copyright or trademark, or misappropriate any trade secret, You will defend sideos and its directors, officers and employees against the claim at your expense and You will pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by you to the extent arising from the claim.

3. Conditions for Indemnification

A party seeking indemnification under this section will promptly notify the other party of the claim, give the other party sole control of the defence and settlement of the claim, and provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.

Terms and Terminations

1. Terms

These Terms shall begin on the date you agree to the Terms, and shall continue until terminated by either party as outlined in this Section. A Customer administrator may request to terminate the subscription through the Management Console of the Service. sideos will respond and if there is no response in ten (10) business days, then sideos will cancel all services and transactions on the last day of the month at two ( 2) PM CET time.

2. Suspension for Non-Payment

sideos reserves the right to suspend delivery of the Services if you fail to timely pay any undisputed amounts due to sideos under these Terms, but only after sideos notifies you of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release you of its payment obligations under Terms. You agree that sideos shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from your nonpayment.

3. Suspension for Ongoing Harm

sideos reserves the right to suspend delivery of the Services if sideos reasonably concludes that you or a sideos user’s use of the Services is causing immediate and ongoing harm to sideos or others. In the extraordinary case that sideos must suspend delivery of the Services, sideos shall immediately notify you of the suspension and the parties shall diligently attempt to resolve the issue. sideos shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Services.

General

1. Non-Exclusive Service

You acknowledge that the Service is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict sideos’s ability to provide the Service or other technology, including any features or functionality first developed for you, to other parties.

2. Assignment

Neither party may assign these Terms or any right under these Terms, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign these Terms to an acquirer of all or substantially all of the business of such party to which these TErms relates, whether by merger, asset sale or otherwise. These Terms shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under these Terms, provided, however, that such party shall not be relieved of any obligation under these Terms.

3. Notices

Except as otherwise permitted in these Terms, notices under these Terms shall be in writing and shall be deemed to have been given ten (10) business days after your administrator has sent a message through the Management Console of the Service or via email.

4. Force Majeure

Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

5. Waiver

No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of these Terms shall not constitute a waiver of any other or subsequent breach.

6. Severability

If any part of these Terms is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of these Terms shall remain in full force.

7. Entire Terms

These Terms contain the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of these Terms. These Terms may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

8. Export Regulations

Export laws and regulations of Germany and any other relevant local export laws and regulations apply to the Service. You agree that such export control laws govern its use of the Service (including technical data) and any services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations. You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

9. Statistical Information

sideos may anonymously compile statistical information related to the performance of the Services for purposes of improving the Service, provided that such information does not identify your data or include your name.

10. Governing Law

These Terms shall be governed by the laws of Germany excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11. Compliance with Laws

sideos shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data

12. Dispute Resolution

Your satisfaction is an important objective to sideos in performing its obligations under these Terms. If there are legal concerns, please contact sideos to resolve any possible issue before bringing a formal legal case. IF you prefer that an independent third party mediates we suggest a conciliation proceeding as the following: Except with respect to intellectual property rights, in the event of a dispute arising under or in relation to this contract, before commencing proceedings in an ordinary court (or court of arbitration), the parties undertake to undergo conciliation proceedings in accordance with the regulations of the Berlin business conciliation board of the Berlin Chamber of Commerce and Industry, the Berlin Bar Association and the Berlin Chamber of Crafts and Trades (or any other regional competent institution, e.g. Chamber of Commerce and Industry, Chamber of Crafts and Trades etc.) that are valid at the time the proceedings are commenced.

sideos GmbH Terms & Conditions