IMPORTANT - READ THIS AGREEMENT CAREFULLY
THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS OF USE ON WHICH CITCO FUND SERVICES (HOLDINGS) LIMITED AND/OR ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY "CITCO") OFFERS YOU ACCESS TO A THIRD PARTY IDENTITY VERIFICATION MOBILE APPLICATION (THE “ID VERIFICATION APP”) THROUGH WHICH YOU CAN UPLOAD IDENTIFICATION DOCUMENTS AND RELATED INFORMATION FOR THE PURPOSE OF COMPLETING IDENTITY VERIFICATION REQUIRED BY APPLICABLE LAWS AND REGULATIONS. BY USING THE ID VERIFICATION APP YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE ("TERMS AND CONDITIONS") JUST AS IF YOU HAD SIGNED AN AGREEMENT.
1. Acceptance of Agreement; Revisions
a. These Terms and Conditions constitute the user agreement pursuant to which Citco (collectively and individually, "we", "our", "us", or "Citco") makes the ID Verification App available to you. Each time you login to the ID Verification App you will be notified that by clicking “Start” you agree to our Terms and Conditions as amended or updated from time to time. The Terms and Conditions constitute a legally binding agreement between you and Citco, if you do not agree to be bound by these Terms and Conditions, you should not download or otherwise use the ID Verification App and will be required to satisfy the identity verification qualifications required by applicable laws and regulations using one of the alternative options available.
b. We may amend the Terms and Conditions at any time by posting a link to the amended terms on the ID Verification App. Accordingly, each time you login to the ID Verification App you should click on the link to review the current Terms and Conditions. The amended Terms and Conditions will become effective when you login to the ID Verification App. You agree to be bound by any such revisions when they become effective whether or not you have reviewed them. You may read a current, effective copy of these Terms and Conditions at any time by selecting the "Terms and Conditions" link on the ID Verification App. These Terms and Conditions are effective on the date that you download the ID Verification App and supersede and replace all prior agreements entered into with Citco related to the subject matter hereof. If any change to these Terms and Conditions is not acceptable, your sole remedy is to immediately stop using the ID Verification App. Your continued use of the ID Verification App following any change will constitute acceptance by you of the revised Terms and Conditions.
2. Use of the ID Verification App; Limited License to Use and Prohibited Uses
a. Unless otherwise specified, you are granted a personal, non-exclusive, not transferable, revocable, limited right to access and use the ID Verification App for your personal, non-commercial use. You expressly agree and consent to Citco using the ID Verification App, a third party identity verification application, for the sole purpose of verifying your identity and providing your identification documents. You must not attempt to reverse compile, decompile, decode, decrypt, disassemble, reverse engineer or otherwise reduce to human-perceivable form the ID Verification App.
b. The ID Verification App contains text and information, graphics, images, software and other material developed, owned or otherwise licensed by Citco (the “Content”). You acknowledge and agree that all right, title and interest in the ID Verification App and Content, and all intellectual property rights therein, including all copyrights, are all exclusive property of Citco or its licensors. Except with respect to Your Documents that you provide or otherwise make available through or by means of the ID Verification App subject to Section 2(c) below, nothing in this Agreement shall be construed as granting the user any rights in or to the Content, and you may not use the Content, except as expressly permitted under these Terms and Conditions.
c. You represent and warrant that you have the full right and power to enter into and fully perform this Agreement in accordance with these Terms and Conditions and that entering into this Agreement and performance of your obligations hereunder will not violate any laws, rules or regulations applicable to you and in force from time to time. You further represent, warrant and agree that you are either the owner of the identification documents or related information you upload to the ID Verification App (collectively, “Your Documents”) or that you are otherwise authorized to upload such identification documents or related information to the ID Verification App for use in connection with the identity verification services that Citco provides to its clients and that Your Documents uploaded, transmitted or shared by you on, through, or by means of the ID Verification App will not violate or infringe upon the intellectual property or other rights of any third-party or contain any libelous, defamatory, or unlawful material. Specifically, you expressly agree and acknowledge that you will not submit information that would be a violation of any data protection, privacy or security policies applicable to you, nor will you submit information that violates any data privacy laws, rules or regulations of the jurisdictions that apply to you as such laws and regulations may be amended from time to time.
d. Except with respect to Your Documents, ownership of all Content shall at all times remain with Citco or its licensors. All rights not expressly granted herein shall remain with Citco.
e. Except as explicitly stated above, use of the Identification Verification App should not be construed as conferring, by implication, estoppels or otherwise, any right or license under any patent, trademark, copyright, moral right or any other intellectual property right of Citco, its licensors or any third party.
Citco reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, the ID Verification App or any part thereof with or without notice. Citco further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on the ID Verification App. You agree that Citco shall not be liable to you or to any third party for any modification, suspension or discontinuance of the ID Verification App.
4. Accuracy of Information
If you choose to use the ID Verification App to verify your identity or submit identification documents and related information, you agree to provide true, accurate, current and complete information about yourself (such information being the "Personal Data") and to maintain and promptly update your Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Citco has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Citco has the right to suspend or terminate your account and to refuse any and all current or future use of this Site (or any portion thereof).
When you download the ID Verification App, you shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of the ID verification App.. You agree to immediately notify Citco of any unauthorized use of the ID verification App or any other breach of security, and to ensure that you log-off from your account at the end of each session. Citco shall not be liable for any loss or damage arising from your failure to comply with this section.
6. Disclaimer and Limitation of Liability
a. THE ID VERIFICATION APP AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITCO, ITS SHAREHOLDERS, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, THE “CITCO PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE ID VERIFICATION APP AND THE CONTENT. ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES (WHETHER OR NOT ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN TRADE OR BY COURSE OF DEALING) ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO: (A) THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE RESULTS FROM ANY USE OF THE ID VERIFICATION APP; (B) THE MERCHANTABILITY OF THE ID VERIFICATION APP AND/OR ITS SUITABILITY FOR A PARTICULAR PURPOSE, WHETHER OR NOT CITCO OR ANY MEMBER OF THE CITCO PARTIES KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE; AND (C) NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL RIGHTS IN AND TO THE CONTENTAND/OR SERVICES AVAILABLE THROUGH THE ID VERIFICATION APP, CONTENT AND THE TRADEMARKS CONTAINED ON THE ID VERIFICATION APP. CITCO AND THE CITCO PARTIES ALSO DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES (i) THAT THE CONTENT IS ERROR-FREE AND/OR FREE FROM ANY COMPUTER BUGS, VIRUSES OR DISENABLING CODES; AND (ii) THAT THE CONTENT WORKS WITH ANY HARDWARE OR SOFTWARE CONFIGURATION. NEITHER CITCO NOR THE CITCO PARITES GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENESS OF THE ID VERIFICATION APP, CONTENT AND/OR SERVICES AVAILABLE THROUGH THE ID VERIFICATION APP.
b. IN NO EVENT SHALL CITCO OR THE CITCO PARTIES HAVE ANY LIABILITY FOR ANY DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE USE BY THE USER OF THE ID VERIFICATION APP OR ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORKS, INTRODUCTION OF VIRUSES, WORMS OR OTHER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ANY DECISION MADE OR ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) BY ANY PARTY IN RELIANCE UPON THE ID VERIFICATION APP OR THE CONTENT, ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THE ID VERIFICATION APP, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN CONNECTION WITH THE ID VERIFICATION APP AND ANY CONTENT.
You shall indemnify and hold harmless Citco and the Citco Parties from and against any actions, claims, suits, demands, liabilities, costs, charges, damages, losses, judgments, expenses (including reasonable legal and accounting fees) and consequences of whatever nature (collectively "Claims") brought by any person against Citco or the Citco Parties that arise out of or relate to your breach of these Terms and Conditions or your access to, use or misuse of the ID Verification App or Content , whether properly authorized or not.
We reserve the right, in our sole discretion, to restrict, suspend or terminate these Terms and Conditions and your access to all or any part of the ID Verification App, at any time and for any reason without prior notice or liability. You further agree that, Citco shall not be liable to you or any third party for any suspension or termination of your access to the services available through the ID Verification App, or for any deletion of your account information. We reserve the right to change, suspend, or discontinue all or any part of the ID Verification App or Content at any time without prior notice or liability. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms and Conditions shall survive termination.
The trademarks, service marks, and logos of Citco (the "Citco Trademarks") used and displayed on the ID Verification App are registered and unregistered trademarks or service marks of Citco.
Other company, product, and service names located on the ID Verification App may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with the Citco Trademarks, the "Trademarks"). Nothing on this Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on the ID Verification App, without the prior written permission of Citco specific for each such use. The Trademarks may not be used to disparage Citco or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Citco in writing. All goodwill generated from the use of any Citco Trademark shall inure to our benefit.
Citco may provide you with notices, including those regarding changes to the ID Verification App, these Terms and Conditions and our policies, including, without limitation, our Privacy Policies, by posting as a link on the ID Verification App. Each time you login to the ID Verification App you will be notified that by clicking “Start” you agree to our Terms and Conditions as amended or updated from time to time, your continued use of the ID Verification App following any change or update will constitute acceptance by you of the revised Terms and Conditions.
Citco recognizes and respects the importance of protecting the privacy of all information provided by users. Citco collects, stores and uses information about its users as described in our Data Protection Notice, and, where applicable, our Data Protection Notice for ID-Pal App Biometric ID Verification, both published at https://citco.com/privacy/ (together the “Privacy Policies”), which are incorporated herein by reference, as the same may be updated by Citco from time to time.
If you violate these Terms and Conditions, Citco will have the right to seek all legal and equitable remedies available to it.
13. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the copyright laws of the United States and the laws of the State of New York, without regard to its conflict of laws provisions and excluding that body of law applicable to choice of law. You hereby submit to the exclusive jurisdiction of the federal and New York state and city courts located in the City of New York in connection with any dispute related to these Terms and Condition, use of the ID Verification App or any other matter contemplated hereby.
The invalidity or unenforceability of any particular provision of these Terms and Conditions shall not affect any other provision hereof and these Terms and Conditions shall be construed in all respects as if such invalid or unenforceable provision were omitted. If it is determined that any provision of these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforceable as so limited.
These Terms and Conditions constitutes the entire agreement between the parties and supersedes and replaces all prior or contemporaneous understandings, discussions, statements, agreements, negotiations or otherwise, whether written or oral, regarding the subject matters addressed herein. The failure of Citco to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder.