Terms of Service to Merchants


These terms of use (the “Agreement”) govern access to and use of age verification service of ShopperAgeCheck (hereinafter, “Company”; "we" or "our"), the identity and age verification service provided by ShopperAgeCheck through our APIs and other applications and software provided to you to access our services (the "Software") by you ("Merchant" or "you"), so please carefully read them before using age verification service.

These Terms, together with our Merchant Privacy Policy (“Privacy Policy”) as set forth from time to time at our Website and which is hereby incorporated into this Agreement by reference, establish the legal terms and conditions of the agreement between us governing your use and our provision of the age verification service.

By using age verification service you agree to be bound by this Agreement. If you are using age verification service on behalf of an organization, you are agreeing to this Agreement for that organization and representing that you have the capacity and authority to bind that organization to this Agreement. In that case, "you" and "your" will refer to that organization.

You may use age verification service only in compliance with this Agreement. You may use age verification service only if you have the power to form a contract with ShopperAgeCheck and are not barred from doing so under any applicable constitutions, laws, ordinances, principles of common law, codes, regulations, statutes or treaties and all applicable orders, rulings, instructions, requirements, directives or requests of any courts, regulators or other governmental authorities (“Law”). You may not use age verification service if you are under 18 years of age. By agreeing to this Agreement, you are representing to us that you are over 18.

1.Definitions

Capitalized terms in this Agreement have the meanings assigned to them in this Section 12 or elsewhere in these this Agreement, unless the context otherwise requires, which meaning will be equally applicable to both the singular and plural forms of such terms. In this Agreement, unless a clear contrary intention appears (a)”Section” refers to sections of this Agreement; (b)”including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term, and (c) any provision for Company’s consent or approval allows Company to grant or withhold its consent or approval in its sole and absolute discretion.

2.Services Provided by Company

2.1 Services. Subject to the terms of this Agreement, Company will provide age verification services to Merchant through age verification service.

2.2 Updates. Company reserves the right to change or upgrade any equipment or software that Company uses to provide age verification service without notice to Merchant. Company may install security patches, updates, upgrades and service packs (“Updates”) as Company may determine in its sole discretion, and Company reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect age verification service used by Merchant. Company will not be responsible or liable for service disruption or changes in functionality or performance due to Updates. Company will not be responsible or liable for issues that may arise from incompatibilities between Merchant's systems or software and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.

2.3 Access Credentials. Merchant is responsible for safeguarding the username, password and other access credentials that Merchant uses to access age verification service (“Access Credentials”) and Merchant agrees not to disclose Merchant's Access Credentials to any third party. Merchant is responsible for any activity using Merchant's Access Credentials, whether or not Merchant authorized that activity. Merchant will immediately notify Company of any unauthorized use of Merchant's account and of any actual or potential disclosure of Merchant's Access Credentials. Merchant acknowledges that if Merchant wishes to protect Merchant's transmission of data or files to Company, it is Merchant's responsibility to use a secure encrypted connection to communicate with age verification service. Company makes no representations or warranties as to the security of any such encrypted connection, however, and Merchant agrees that Company will have no liability if it fails to protect Merchant's transmission.

3. Merchant Obligations

3.1 Conditions for Receipt of Services. Merchant will use age verification service for business purposes only. Merchant’s access to and use of age verification service hereunder is at all times conditioned on Merchant:

(a) providing Company with all information reasonably necessary for Company to provide age verification service;
(b) complying with the Specifications at all times and using only the Access Credentials provided by Company;
(c) ensuring that Merchant and User information sent to the Platform is accurate, complete, not corrupted by Merchant’s systems, and in the form agreed to by Company;
(d) otherwise performing Merchant’s obligations under this Agreement;
(e) reviewing all transactions periodically and notifying Company promptly of suspected fraudulent or unauthorized activity by Users with respect to which Merchant uses age verification service;
(f) promptly informing Company whenever it knows or reasonably believes a security breach has occurred that involves or potentially involves User Data, and cooperating with Company to investigate, remediate and prosecute any such security breach and reimbursing Company for remediation costs incurred in connection with any such security breach (including provision of notice to affected individuals and relevant public authorities and daily credit monitoring and identity theft insurance for any breach that poses a risk of identity theft);
(g) complying with all applicable Law in the use of age verification service; and
(h) cooperating with Company on technical matters as necessary to cause the parties’ respective servers to interoperate successfully such that transaction data are accurately recorded and processed and securely transmitted and stored.

3.2 Users

(a) Merchant understands that age verification service will be configured to require each User to agree to Company's terms and conditions and privacy policy applicable to Users (the “User Terms”) before a User's information may be submitted and processed by age verification service. Merchant will provide Company with copies of all forms of agreements between Merchant and its Users (including all website "terms of use," "terms of service," "privacy policies" and the like) for review and will assure that Merchant's agreements with Users do not conflict with the User Terms.
(b) Merchant will be solely responsible for providing support to Users and all communications with Users, aside from those conducted directly by age verification service.

3.3 Regulatory Limitations and Permissible Purposes

(a) age verification service may use and/or display non-public personal information that is governed by the privacy provisions of the Gramm-Leach-Bliley Act, (15 U.S.C. § 6801, et seq.) and related state laws (collectively, the "GLBA"). Merchant certifies it has the following permissible purpose under the GLBA to use and/or obtain such information: "as necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications" (the "GLBA Purpose"). Merchant further certifies it will use information obtained from age verification service only for the GLBA Purpose.
(b) age verification service may use and/or display personal information, the use of which is governed by the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the "DPPA''). Merchant certifies it has the following permissible use under the DPPA to use and/or obtain such information: "For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only (A) to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and (B) if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against the individual" (the "DPPA Use"). Merchant further certifies it will use information obtained from age verification service only for the DPPA Use. With regard to the information that is subject to the DPPA, some state laws' permissible uses may not include the DPPA Use. In such cases, some state information may not be available through age verification service.
(c) age verification service is not provided by "consumer reporting agencies," as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) ("FCRA'') and do not constitute "consumer reports," as that term is defined in the FCRA. Accordingly, age verification service may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA. Further, (a) Merchant certifies that it will not use any of the information it receives through age verification service to determine, in whole or in part an individual's eligibility for any of the following products, services or transactions: (i) credit or insurance to be used primarily for personal, family or household purposes, (ii) employment purposes, (iii) a license or other benefit granted by a government agency, or (iv) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including apartment rental, check-cashing, or the opening of a deposit or transaction account, and (b) Merchant will not use any of the information it receives through age verification service to take any "adverse action," as that term is defined in the FCRA.
(d) age verification service involves access to data from the federal Death Master File with respect to any deceased individual at any time during the three-calendar-year period beginning on the date of the individual's death ("DMF Data"), requiring a certification of purpose pursuant to 15 CFR Part 1110 and 18 U.S.C. § 1001. Accordingly, Merchant hereby certifies that Merchant has a legitimate fraud prevention interest to detect and prevent fraud and/or to confirm identities across its commercial business and/or government activities (the "DMF Purpose"). Merchant represents and warrants to Company that it has systems, facilities, and procedures in place to safeguard DMF Data, and experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of 26 U.S.C. § 6103(p)(4) and Merchant agrees to satisfy the requirements of such 26 U.S.C. § 6103(p)(4) as if it applied to Merchant. Merchant will use the DMF Data only for the DMF Purpose.

3.4 Merchant Acknowledgement. Merchant acknowledges that Company uses third-party providers to provide age verification service, that such third party may unilaterally impose terms and conditions, suspend, block, investigate or otherwise restrict the provision of age verification service and that despite Company’s efforts to continue to provide age verification service, Company may be unable to do so. Merchant further acknowledges that a governmental entity or other third party may have the right to fully investigate any complaint made in relation to age verification service, Merchant Content, or User Data, including the way in which Merchant markets age verification service to Users or uses Merchant Content, and that Company may be required to comply with instructions ordered by the investigative body. That compliance may include providing information about Merchant, its Users or the Merchant Content to that investigative entity.

4.Suspension of Services.

Company may in its sole discretion immediately suspend age verification service and any right to use age verification service at any time in its discretion, including if:
(a) Company believes that Merchant has committed a material breach of this Agreement;
(b) Company is obligated or believes itself obligated to suspend age verification service to comply with an order, instruction, requirement, directive or request of any governmental body;
(c) Company believes, in its reasonable opinion, that continuing to supply age verification service to Merchant may cause damage or harm to Company’s relationship with any governmental body, business partner or other third party related to age verification service;
(d) applicable Law or a regulatory action or lawsuit prohibits, impairs or makes impractical the provision of age verification service;
(e) a third-party supplier on whose services the provision of age verification service is dependent suspends its provision of those services to Company;
(f) age verification service is being used in a manner that Company determines or has been notified may otherwise create liability or may be fraudulent or illegal;
(g) Merchant or any third party has accessed age verification service in violation of Section 3, or there has otherwise been unauthorized use of Merchant’s Access Credentials.
(h) Merchant ceases to do business as an ongoing business concern, fails to meet its obligations as they come due or becomes subject to proceedings of bankruptcy, receivership, insolvency, liquidation or assignment for the benefit of creditors.

Payment Terms

5.1 Fees. The Fees for use of age verification service are set forth on our website https://www.shopperagecheck.com. Company expressly reserves the right to change or modify its prices and fees at any time, and any changes or modifications will be effective immediately on posting without need for further notice to Merchant.
5.2 Payment. You agree to pay any and all Fees at the time you order age verification service. Except for Fees payable on a per-transaction basis, all Fees are due in advance of the time period during which age verification service is provided. All invoices must be paid within 30 days of the invoice date. Any invoice that is outstanding for more than 30 days may result in the suspension or termination of access to or use of age verification service. This may result in loss of data. Access to the account will not be restored until payment has been received. Any Fees not paid as and when due will incur late fees equal to 1.5% per month or the highest rate permitted by applicable Law. Merchant will pay all costs and expenses incurred by Company in collecting any unpaid Fees, including court costs and fees, attorneys' fees and the commissions of collection agents.
5.3 Payment Methods. Company accepts various forms of payment, as set forth on Company’s website https://www.shopperagecheck.com from time to time (each, a “Payment Method”). Merchant must provide and verify at least one Payment Method to use age verification service. Merchant authorizes Company to store, and contract with a third-party to store, Payment Method information for future use as provided in this Agreement. To the extent permitted by applicable Law, Company may use certain third-party vendors and service providers to process payments and manage Merchant's Payment Method information. By providing Payment Method information, Merchant represents and warrants that (a) Merchant is legally authorized to provide that information to Company, (b) Merchant is legally authorized to perform payments using the Payment Method(s); and (c) that action does not violate the terms and conditions applicable to Merchant's use of those Payment Method(s) or applicable Law. When Merchant authorizes a payment using a Payment Method, Merchant represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method.
5.4 Auto-Renewal. Unless otherwise provided, Merchant agrees that until and unless Merchant terminates age verification service, the approved Payment Method will be billed on an automatically recurring basis to prevent any disruption to access to or use of age verification service, using the Payment Method information provided to Company.
5.5 Taxes. Listed Fees for age verification service do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority. Any applicable taxes will be added to Company's invoice as a separate charge to be paid by Merchant.
5.6 No Refunds; Invoices Final. All Fees are non-refundable, even if age verification service is suspended, terminated, or transferred before the end of any term for which Merchant has paid. All invoices for Fees will be deemed as accepted and final unless Merchant provides Company with a specific written description of any disagreement within 60 days after notice of the applicable invoice.
5.7 Credit Reports and Evaluation of Credit. Merchant authorizes Company to obtain business and personal credit bureau reports in the name of the Merchant at any time. Merchant agrees to submit to Company current financial information in the name of the Merchant at any time on request. Such information will be used for the purposes of evaluating or re-evaluating Merchant's creditworthiness. Merchant also authorizes Company to use such information and to share it with any Affiliate of Company in order to determine whether Merchant is qualified for other products or services offered by any Affiliate of Company. Company may report its credit experience with Merchant and Merchant’s payment history to third parties. Merchant agrees that Company may release information about Merchant or Merchant's account to any Affiliate of Company.

6.Intellectual Property Rights; Data

6.1 Age verification service. Company owns and will retain all right, title and interest in all Intellectual Property Rights embodied or fixed in, or otherwise pertaining to, age verification service. Subject to the terms and conditions of this Agreement, Company hereby grants to Merchant a limited, non-exclusive, non-transferable license to use age verification service and the Specifications only during the Term of this Agreement and only to enable Company to provide Merchant and its Users with age verification service. Other than the foregoing grant of rights, Company does not grant, and Merchant does not receive or possess, any right or interest in any of Company’s Intellectual Property Rights, or any other type of right or interest, whether an economic, property or moral rights interest in age verification service. Merchant acknowledges that Company may from time to time upgrade or otherwise change age verification service or the Specifications in its sole discretion. Company will use commercially reasonable efforts to notify Merchant of any such changes that may affect age verification service or the way in which Merchant connects to age verification service. Merchant is responsible for satisfying itself that it can successfully interface with age verification service under the Specifications, and Merchant understands that Company may change those Specifications from time to time and that Merchant may not be aware when changes have been made or are about to be made. Merchant is prohibited from copying or otherwise reproducing or attempting to reproduce age verification service. Merchant agrees not to modify, disassemble, decompile, reverse engineer, or create derivative works of age verification service.
6.2 Data. All User Data and other data relating to Users constitute Merchant’s confidential information, and may also comprise private information belonging to Users. Merchant will use information provided by Users through age verification service only in conformance with the Privacy Policy and will obey all applicable Law relating to informing Users of Merchant’s privacy policy, and safeguarding their private information. Company has the right to use User Data for the purpose of performing its obligations or exercising its rights under this Agreement, and for improving age verification service. Company also may aggregate User Data with that of other Merchants for the sole purpose of analyzing and improving Company’s services to all Merchants, so long as Company does not in the process disclose to any third parties User Data in a manner that is personally identifiable to a User, or to Merchant.
6.3 Trademarks. During the Term, Merchant may use Company’s names, marks, logos, and other identifiers (“Trademarks”) as and only to the extent incorporated into any Software provided to Merchant as part of age verification service, provided that Merchant will (a) not alter the Trademarks in any way and will use the applicable Software only in accordance with the Specifications (including any Specifications governing the placement of Company plugins and the content surrounding it) and only in connection with the Software in which they are incorporated; and (b) on termination of this Agreement for any reason, immediately cease all use of the Trademarks.
6.4 License of Merchant Content. To the extent age verification service includes Company’s transformation of any Merchant Content, Merchant hereby grants to Company a non-exclusive, non-transferable, worldwide and royalty-free right and license to use the Merchant Content as well as, to modify or edit, combine with other materials, and create derivative works of, the Merchant Content with other contents and materials for the purposes of providing age verification service.
6.5 Reservation of Rights. Each party does not grant, and hereby expressly reserves onto itself, all rights not granted in this Agreement.
6.6 Injunctive Relief. Merchant agrees that any breach by Merchant of this Section 6 is likely to cause irreparable injury for which Company would have no adequate remedy at law. Therefore, in the event of such a breach or threatened breach, Company will be entitled to seek injunctive relief, without limiting any other rights or remedies that may be available to it and Merchant agrees to waive any requirement for the securing or posting of any bond in connection with any Company efforts to seek injunctive relief in accordance with this Section 6.6.

7.Representations, Warranties and Covenants.

7.1 Authority. Merchant represents, warrants and covenants to Company that it has full power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses granted by it to Company pursuant to this Agreement.
7.2 Approval. Merchant warrants to Company that it has and will have at all times during the Term all licenses, approvals, qualifications, permits or certificates required in respect of the delivery of all Merchant Content, User Data and other information provided pursuant to this Agreement.
7.3 Compliance with Law. Merchant represents, warrants and covenants to Company that in connection with all actions under this Agreement, it will comply with all applicable Law, including all Law related to privacy.
7.4 Conflicting Obligations. Merchant represents, and warrants to Company that it has no outstanding agreement or obligation which is in conflict with any of the provisions of this Agreement, or which would preclude it from complying with the provisions hereof, and further agrees that during the Term it will not enter into any such conflicting agreement.
7.5 Cooperation. Merchant will provide Company with access to, and use of, all information, data, documentation and other materials reasonably necessary for Company to fulfill its obligations under this Agreement.
7.6 Content Warranties. In respect of any reproduction, adaptation or copy of an artistic work, audiovisual work, motion picture, sound recording, musical work, other copyrightable content, file or other data (each, a “Work”), forming part of Merchant Content received or delivered in connection with the provisions of age verification service, Merchant warrants to Company that Merchant has the Intellectual Property Rights, permission or proper authority necessary to allow the Work to be used in provision of age verification service without infringing the Intellectual Property Rights or other rights of any third party; and, if applicable, Merchant has paid or will pay any royalty, license fees and all other properly imposed fees associated with the Work to a third party having the relevant Intellectual Property Rights.

8.Indemnification

Merchant will defend, indemnify, save, and hold Company and its Affiliates, officers, employees, agents, suppliers or licensors harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, costs of investigation, and the amount of any settlements, asserted against Company and them that may arise or result from (a) Merchant's and its Users' use of age verification service, (b) Merchant's breach of any representation, warranty or covenant in this Agreement, (c) Merchant's negligence, willful misconduct or violation of applicable Law, (d) any Merchant Content or User Data, (e) any disclosure of personally identifiable information or other confidential information in violation of third-party rights or applicable Law except if solely attributable to a willful violation of applicable Law by Company, or (f) any claim by a User.

9.Limitations and Disclaimers

9.1 Limitation of Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, 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, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUCH PARTY WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS. EXCEPT FOR MERCHANT'S OBLIGATIONS UNDER SECTIONS 3.1(f), 3.3(d), 5, 8, 9.3 AND 11.10, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED THE LOWER OF (a) $1,000, AND (b) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY WAY OF FEES FOR THE 6-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
9.2 Disclaimer of Warranties. ASIDE FROM THE WARRANTIES THAT COMPANY EXPRESSLY SETS FORTH IN WRITING IN THIS AGREEMENT, IT PROVIDES AGE VERIFICATION SERVICE “AS-IS” AND “WITH ALL FAULTS.” EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO AGE VERIFICATION SERVICE AND MERCHANT’S USE THEREOF. MERCHANT WAIVES ANY AND ALL WARRANTIES THAT MAY BE IMPLIED BY LAW, INCLUDING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING THE RESULTS OF AGE VERIFICATION SERVICE, OR THAT USE OF AGE VERIFICATION SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN AGE VERIFICATION SERVICE WILL BE CORRECTED, OR THAT AGE VERIFICATION SERVICE'S FUNCTIONALITY WILL MEET MERCHANT'S REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT PROVIDE ANY LEGAL ADVICE AND DOES NOT WARRANT THAT USE OF AGE VERIFICATION SERVICE WILL COMPLY OR ASSURE MERCHANT'S COMPLIANCE WITH ANY MERCHANT OBLIGATIONS UNDER APPLICABLE LAW. MERCHANT UNDERSTANDS AND AGREES THAT IT IS MERCHANT'S SOLE RESPONSIBILITY TO DETERMINE HOW TO COMPLY WITH APPLICABLE LAW AND THE BENEFITS, IF ANY, OF AGE VERIFICATION SERVICE IN DOING SO. MERCHANT IS RESPONSIBLE FOR AND MUST PROVIDE ALL HARDWARE, SOFTWARE, SERVICES AND OTHER COMPONENTS NECESSARY TO ACCESS AND USE AGE VERIFICATION SERVICE. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR ASSURANCES THAT MERCHANT'S HARDWARE, SOFTWARE AND OTHER SERVICES AND SYSTEMS WILL BE COMPATIBLE WITH THE PLATFORM OR SERVICE. COMPANY WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO MERCHANT'S COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM MERCHANT'S ACCESS TO OR USE OF AGE VERIFICATION SERVICE. Some states do not allow the types of disclaimers in this Section 9.2, so they may not apply to you.
9.3 Third-Party Services. Links from age verification service to external websites (including external sites that are framed by age verification service) or inclusion of advertisements do not constitute an endorsement by Company of those sites or the content, products, advertising and other materials presented on those sites or of the products and services that are the subject of those advertisements, but are for Merchant's reference and convenience. Merchant accesses such sites or the products and services that are the subject of those advertisements at Merchant's risk. It is Merchant's responsibility to evaluate the content and usefulness of the information obtained from other sites. Company does not control those sites, and is not responsible for their content. Company provision of links to third-party sites does not mean that Company endorses any of the material on those sites, or has any association with their operators. Merchant further acknowledges that use of any site controlled, owned or operated by third parties is governed by the terms and conditions of use for those sites, and not by this Agreement. Company expressly disclaims any liability derived from the use and/or viewing of links that may appear in accessing or using age verification service. Merchant agrees to hold Company harmless from any liability that may result from the use of links that may appear in accessing or using age verification service.

10.Term and Termination

The term of this Agreement (the "Term") will begin on the Effective Date and will continue until it is terminated pursuant to its terms. Either party may terminate this Agreement at any time. Company may terminate this Agreement by notice to Merchant. Merchant may terminate this Agreement by terminating Merchant's account using the process provided for terminating a Merchant account. The provisions of Sections 1, 2.2, 2.3, 3, 5 (as to any payments due with respect to the period before termination) and 6-12, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, will survive and continue in full force and effect after any termination or expiration of this Agreement. Any license(s) granted to Merchant under this Agreement will automatically terminate on termination or expiration of this Agreement.

11. Miscellaneous

11.1 Assignment. Merchant will not assign, transfer or delegate its rights or obligations under this Agreement to any third party without Company’s prior written consent. For the purposes of this Agreement, any sale or transfer by Merchant of all or substantially all of its stock or assets or by merger or otherwise by operation of law is considered an assignment, requiring Company’s express written consent. Company may freely assign this Agreement or transfer any of its interest herein, including to any Company Affiliate, to a purchaser of all or substantially all of Company’s assets, and to a successor in interest of Company as part of a corporate reorganization, consolidation or merger. This Agreement and each of the provisions hereof will inure to the benefit of and be binding on each party’s successors, administrators and permitted assigns.
11.2 Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way.
11.3 Entire Agreement; No Reliance. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter, and this Agreement merges and supersedes all prior agreements, discussions and writings with respect to its subject matter. Each party represents that it has not relied on any representations made by the other party or its representatives or on any descriptions, illustrations or specifications contained in any physical or digital text including websites, proposals, catalogues or other publicity material. Each party has relied only on the express terms of this Agreement, and not on any representations of the other party not set forth herein, nor on any other documents or materials of the other party not expressly made a part hereof.
11.4 Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement (with the exception of any obligation to make payments to the other party hereunder) to the extent such delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, inability to secure material or transportation facilities, acts or omissions of carriers, power outages, computer failures, or by any other causes beyond its control whether or not similar to the foregoing.
11.5 No Waiver. The waiver, modification, or failure to insist by a party on any of the provisions of this Agreement will not void, waive, nor modify any of the other provisions nor be construed as a waiver or relinquishment of such party’s right to performance in the future of any such provision.
11.6 Relationship of the Parties. The relationship of the parties under this Agreement is one of independent contractors, and no agency, partnership, employment, joint venture or similar relationship is created hereby. Except as specifically authorized, neither party will have any authority to assume or create obligations on the other party’s behalf, nor will either party take any action that has the effect of creating the appearance of its having such authority.
11.7 Notices. Any notice required or permitted under this Agreement will be given in writing by personal delivery, by Priority Express Mail, by nationally recognized overnight delivery service (e.g. UPS), or e-mail. Any notice will be deemed received on the earlier of the date of actual delivery or the date on which delivery is refused, regardless of whether the party has vacated the physical address or discontinued the e-mail address. The notice address and e-mail address for Merchant will be the address and e-mail address on record with Company as modified by Merchant through age verification service from time to time. The notice address for Company will be 300 Lisgar Street, Suite 502, Ottawa, Ontario, Canada K1P 0E2 and the e-mail address for Company will be support@shopperagecheck.com, as reflected in this Agreement as modified from time to time, pursuant to its terms.
11.8 Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the parties hereto.
11.9 Amendment. Company may revise this Agreement from time to time and the most current version will always be posted on Company’s website https://www.shopperagecheck.com. If a revision, in our sole discretion, is material, Company may, but has no obligation to, notify Merchant, including by postings to relevant Company blogs, so please check those pages regularly. By continuing to access or use age verification service after revisions become effective, Merchant agrees to be bound by the revised terms. If Merchant does not agree to the new terms, Merchant must cease using age verification service and terminate Merchant's account using the process provided on Company’s website https://www.shopperagecheck.com for terminating a Merchant account.
11.10 Governing Law; Arbitration. Any disputes between the parties arising out of or relating to the Agreement (“Disputes”) will be governed by the law of Canada and where applicable the law of the Province of Ontario regardless of Merchant's location and notwithstanding of any conflicts of law principles. Except for Disputes relating to Intellectual Property Rights, any Disputes will be resolved exclusively by final and binding arbitration under the rules of the UNCITRAL Model Law, to be held in Toronto, Ontario, Canada, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. If there is more than one Dispute between the parties, all such Disputes may be heard in a single arbitration under this Section 11.10. Except to the extent required by applicable Law that cannot be waived or modified by this Agreement, Disputes under this Agreement may not be consolidated into a single arbitration proceeding with disputes between the Company and other persons, even if those disputes are governed by an arbitration proceeding similar or identical to this Section 11.10 and even those other persons are similarly situated

12. Definitions

The following terms will be defined as set forth below for purposes of this Agreement:
“Access Credentials” means the secure method by which Company provides Merchant, generally through Merchant’s own computer systems, access to control age verification service.
“Affiliate” means, in respect of a party, any company or other business entity controlled by, controlling, or sharing common control. For the purposes of this definition, “control” will mean the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of 50% or more of the voting interest, by contract, or otherwise.
“Company Data” means any information, electronic file, data or report (excluding User Data) that is provided or generated in the course of Company’s provision of age verification service.
“Company Rights” means all Intellectual Property Rights owned, licensed or otherwise transferred to Company, including those Intellectual Property Rights involved in or relating to any aspect of age verification service, or Company Data, but excluding Merchant Content and User Data.
“Merchant Content” means any material or information provided to Company by or on behalf of Merchant as part of age verification service.
“Merchant Rights” means all Intellectual Property Rights owned or licensed by Merchant in relation to Merchant Content, excluding Intellectual Property Rights owned by Company.
“Fees” means the amount payable by Merchant to Company for access to and use of age verification service.
“Intellectual Property Rights” means all copyrights fixed in any medium now known or hereafter discovered, including copyrights in computer programs, pictorial works, audiovisual works, literary works, musical works, sound recordings, motion pictures and the like; patents, trademarks, trade names, trade secrets, design rights, design models, database rights and topography rights, all rights to bring an action for passing off, rights of privacy or publicity, and any other similar form of intellectual rights in intangible property or proprietary rights, statutory or otherwise, whether registered or not, and whether applied for or not, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or that relate to intangible property, ideas or expression, as they may exist anywhere in the world.
“Specifications” means the documentation and specifications provided by Company to Merchant from time to time (through the Software or otherwise) with respect to use and integration of age verification service.
“User” means any person submitted by Merchant through age verification service for age verification services.
“User Data” means any personally identifiable information of User submitted by Merchant through the age verification service for use in providing the age verification services.