Terms and conditions

TERMS AND CONDITIONS OF USE OF THE VERIFIK APPLICATION SERVICES.

TERMS AND CONDITIONS OF THE "VERIFIK" SERVICE

Welcome to Verifik!

By registering as a User, by clicking on the "I accept terms of use", "create account" or other similar link, by accessing or using our Services, and/or by electronically and expressly accepting these Terms and Conditions, you represent that you accept and consent to these Terms and Conditions.

Additionally, by performing any of the aforementioned activities, you declare that you have the legal capacity and the necessary powers to accept these Terms and Conditions, either because you access the Services on your own behalf, on behalf of and in representation of a legal entity or third party, and in this way, you declare that you are authorized to acquire the rights and obligations set forth herein.

1. What is Verifik?

Verifik LLC (and its affiliated, reseller, associated, related companies, etc., such as Say Shannon Colombia SAS) is a company incorporated under the laws of Wyoming with address 30 N Gould St, Ste 30338, Sheridan, WY 82801 USA (hereinafter, "Verifik"). Verifik provides Software as a Service, which makes available to its Users a technology platform called "Verifik" (hereinafter "the Platform"), which allows them to advance the verification of identity of third parties through various features such as: i) verification of identity document; ii) optical recognition of documents; iii) consultation and validation of public data; among others. Verifik may add more services, or remove existing ones, and will inform Users of this through the Platform. All Services are subject to availability standards, listed in these Terms and Conditions.

2. Definitions

The following definitions shall be used to interpret these Terms and Conditions:

a. API: refers to the Platform programming interface provided by Verifik as part of the Services and allows Verifik to integrate with other applications or programs.

b. User Application: is any type of technological development that the User makes available to its End User, development that interacts with the Verifik Platform Services through the APIs.

c. Balance or Positive Balance: is when the User has available and current Credits in its User account on the Platform.

d. Contract: means the agreement containing these Terms and Conditions through which the User contracts the Verifik Services.

e. Credits: means those digital assets that the User purchases through the Platform to access the various features of the platform. Credits will be valid from one (1) month to twelve (12) months depending on the plan purchased, automatically expire and may not be used to access the Platform Services.

f. Maintenance: is understood as those activities that Verifik requires to ensure the operation of the Platform, understood as the modification or repair of API infrastructure or other components of the Platform, whether scheduled or emergency, which refers to unplanned critical maintenance for the security and performance of the Platform configuration, without which the standards of the Services would not be met.

g. Fee : is the amount that the User will pay Verifik for accessing the Services. Each Service may have its own Fee which will be published on the Platform. The Fees may vary at Verifik's discretion, the change will apply 30 days after Verifik's notice to the User.

h. Parties : means jointly Verifik and the User.

i. Platform: Corresponds to the website, application or technological development, in whose infrastructure the API(s) designed by Verifik for the operation of the various modules provided to the User for the provision of the Service are integrated. The name of the Platform, its format and operation may vary as Verifik deems appropriate.

j. Service(s): means the cloud computing services in the Software as a Service mode offered through the Platform and which shall be accessible remotely. Among others freely made available by Verifik on its Platform are:

i. Verification of end user's data with public Data Bases.

ii. Passworless Logins (sms, whatsapp, email)

iii. Biometric Registration (Liveness detection, FaceSearch [1:N], FaceCompare [1:1])

iv. Biometric Authentication (Liveness detection, FaceSearch [1:N], FaceCompare [1:1])

v. Scan Documents through Optical character recognition (OCR) technology.

k. Software as a Service: is a method of delivering software and granting non-exclusive licenses through which the software is accessed through a computer connected to the internet and running from the cloud, in exchange for payment of the Subscription Fee.

l. Support : shall be understood as the service to address failures of the Platform according to the levels of criticality thereof, provided by Verifik's staff and/or employees who have training and experience in the matter, who will be available as a response to requests raised via email or any other type of data message sent by electronic means, depending on the terms of the Plan purchased, from 8:00 am to 5:00 pm on business days, and any additional level of assistance offered by Verifik for the Services purchased by the User and described in these Terms and Conditions.

m. Downtime: means any defect or error in the Platform, which implies an adverse effect on the operation or functionality of the Service and prevents the use of the same, but excludes errors or defects caused by: (i) any act or omission of the User on its restrictions, (ii) any breach or use contrary to these Terms and Conditions by the User.

n. User(s) or You : is the legal or natural Person who enters into this Agreement to access the Services provided by Verifik.

o. End User(s): shall be understood as the natural or legal person who is the client of the Users, and to whom an identity verification shall be performed by means of the functionalities included in the Services provided by Verifik.

3. What is the purpose of this Agreement?

By contracting any of the Plans offered, by accepting these Terms and Conditions and/or by using our Services, the User freely and voluntarily contracts cloud computing services in the form of Software as a Service, through which Verifik agrees to license on a non-exclusive, non-perpetual and non-transferable basis the use of its Platform, which will allow the User to access the Services.

The license to use the Platform shall be limited to the term of the contracted Plan, in such a way that, upon termination of the term thereof, it shall be understood that the use and access to the Platform shall be automatically terminated and any unauthorized use may generate the payment of damages in favor of Verifik, which may occur as a result of ignorance of the copyright on the Platform.

4. What types of accounts are there?

On the Platform, Users can determine and verify the identity of their End Users, using the functionalities provided by Verifik.

Within the Platform there are the following types of accounts:

1. Individual account: where a natural or legal person will have access to the Platform's functionalities only for his/her session.

2. Corporate account: where each legal entity will designate an administrator who will be in charge of managing the Platform and creating roles within it so that different people within the same organization can use the Platform's functionalities.

Verifik will validate the identity of each of its Users prior to creating their account or session. Within the corporate account, each time the administrator creates a new User, Verifik will validate their identity using the Platform's functionalities.

5. What are the requirements for you to access the Services?

In order for Users to access the Services, they must meet at least the following requirements:

a. Have the necessary resources to pay the Service Fee.

b. Have acquired the necessary Credits on the Platform to access different Plans depending on the specified value on the Platform.

c. Have the legal capacity to enter into contracts according to the laws of the country where the User resides.

d. Have the authority to legally represent and bind the third party or legal entity when acting as a User on their behalf.

e. Have read and accepted these terms and conditions.

f. Have successfully passed the User identity validation process.

6. What are the requirements for using the Platform?

To access the Verifik Services you must:

a. Fill out the registration form in all its fields, with correct, true and updated data.

b. Complete the required information in an accurate, precise and true manner, and you assume the commitment to update your data whenever necessary. You will guarantee and be responsible, in any case, for the truthfulness, accuracy, validity and authenticity of the data you provide to Verifik.

c. You agree to maintain the confidentiality of your password and to take the necessary security measures to ensure that no security incident occurs regarding the management of your access to the Platform or any of its features that are protected through passwords.

d. Use the Platform and the information you find on it responsibly. You may only allow users authorized by Verifik to access the Platform.

7. How do the Credits work?

The Service is paid for through Credits that the User must purchase on the Platform through the different plans (PAYG, Basic, Plus, Business) offered.

The minimum amount of Credits included in the Plans that the User can acquire is twenty (20) Credits in the PAYG Plan. For this plan the credits will be valid for 1 year from the date on which they were purchased by the User on the Platform, after this period, they will expire automatically, and cannot be used to access the Services.

Additionally, credits may be purchased in Basic, Plus and Business plans, where the minimum amount will be stipulated in the platform. For these plans, credits will be valid for 1 month from the date they were purchased.

Verifik may provide the User with a certain number of trial Credits in order to explore the functionalities of the Platform. These Credits may be subject to restrictions and may only apply to some types of Plans, Verifik will inform the User at the time of granting them. Once you consume these Credits you must purchase a new Plan or additional individual Credits to continue enjoying the Services.

Verifik reserves the right to update its Rates in accordance with its business policy, in which case the User will be informed of the new Rates so that the User may freely decide whether to continue with the Service or not.

To continue enjoying the Services on the Platform, in the case of the PAYG Plan, the User must maintain a Positive Balance, which implies that it will be the User's responsibility to acquire the number of Credits necessary to continue accessing the Services selected on the Platform. In the event that the balance of Credits on the Platform reaches 0, the Services will no longer be available and may be suspended automatically by Verifik. In the case of Basic, Plus and Business Plans, the User must keep the monthly subscription active to continue accessing the Services.

8. How are the services paid for?

The User shall pay the Services to Verifik each time it makes a purchase of Credits (PAYG Plan), or generates the subscription of any of the plans (Basic, Plus, Business). The User will be subject to the plan rate purchased on the Platform. Verifik has various methods of payment for the Services where the User may choose the one that suits him/her best.

Verifik reserves the right to update its Rates at any time, and the User will be notified of these changes through the Platform.

9. Do we perform maintenance to the Platform?

Verifik undertakes to perform preventive and corrective maintenance activities, in order to avoid possible errors, failures or intermittencies in the Platform. In execution of the obligation to maintain the Platform, Verifik may disable access and use of the Platform to perform repairs or maintenance that have been scheduled twenty-four (24) hours in advance, or when reasonably required to ensure the availability of the Services, in the case of urgent Maintenance.

The periods of Maintenance in which the Platform is offline or disabled shall not be considered as generating damages to the User, as they are considered necessary for the development and execution of the Service and to that extent shall not constitute Downtime in application of the Service Level Agreements.

10. How will Platform Support be provided?

Verifik shall make available to the User, email channels or other communication channels through various electronic media to provide support to respond to their needs and concerns in the best possible way; this, in order to respond in reasonable times and as short as possible to the failure events that occur.

Verifik shall provide support services in accordance with Annex 1 of these Terms and Conditions.

11. How long does this Agreement last and when can it be terminated?

This Agreement will be in effect as long as your Verifik account is active and you have a Positive Balance.

This Agreement may be terminated for the following reasons:

a. When Verifik wants to terminate it, giving the User thirty (30) calendar days' notice.

b. Unilaterally by the Performing Party, when the other Party has breached its obligations under this Agreement and has not corrected such breach within five (5) business days following notice thereof by the Performing Party. This period for correcting breaches shall not apply in case of: (i) fraud, (ii) criminal conduct (iii) financial obligations; in such cases, termination may be given immediately by the Party so terminated.

c. Immediately for being or being included in the Boletín de Responsables Fiscales issued by the Contraloría General de la República, in the Sistema para la Administración del Riesgo del Lavado de Activos y Financiación del Terrorismo SARLAFT or in the restrictive lists of the UN or OFAC, list of persons, groups and entities involved in terrorist acts and subject to restrictive measures of the European Union or in the list of foreign terrorist organizations of the United States Department of State.

In the event of termination of the Agreement for any cause, the User agrees and acknowledges that it shall remain liable to the End User for its obligations, and shall hold Verifik harmless in accordance with these Terms and Conditions.

12. May Verifik suspend the Services?

Verifik has the authority to temporarily suspend the Services if the actions or omissions of the User represent a threat to compliance with the provisions set forth herein, or if the User's account does not have a Positive Balance. However, if the causes that gave rise to the threats to the provisions of this instrument are remedied or eliminated, Verifik will resume the Services within three (3) business days at the latest.

13. How does your right to use the Platform work?

During the term of the provision of the Service you may have a limited right of use, non-exclusive, non-assignable and onerous, to access and use the Services offered by Verifik with its Platform.

Likewise, as a User you agree that the use of the Platform, may also involve access and use of any additional functionality that, at mere liberality, Verifik or its third party providers.

Additionally, you agree that this temporary license does not involve additional or related services that are not described in these Terms and Conditions or over a defined time or period. Therefore, once the term of the provision of the Services ends, the provision of the Services by Verifik will terminate.

14. How do intellectual property rights work in this Agreement?

The Platform, solutions and designs, graphics, text, images, logos, source code and object code and other content to which you have access on the Platform, is owned by Verifik and are protected by intellectual and industrial property. The access that Verifik gives you to the Platform does not imply any transfer of industrial property rights and copyrights on the Platform. You must refrain from modifying, disassembling, decompiling or reverse engineering the Platform; if you do so, you will indemnify Verifik for any damages that this generates.

You may not reproduce, adapt, distribute, rent, rent, sell, license or otherwise transfer the Platform, including the programming codes. In addition, you must comply with the minimum conditions of computer security required for the use of the Platform, ie, you must have an access management system and an antivirus system.

Your distinctive signs are your exclusive property, but you authorize Verifik to use your trademarks only for the purpose of publishing your logo on our Platform and our website. If we need to use your trademarks for any other purpose, Verifik will ask for your authorization before using them.

15. What are the restrictions and prohibitions that you have as a User of the Services?

As a User you understand that access to the Platform is subject to the following restrictions, namely:

a. The user licenses may not be shared or used by more than the Users that have been authorized to the User.

b. The User may not license, sell, rent, lease, transmit, assign, distribute, display, host, subcontract, disclose or otherwise commercially exploit or offer or provide the Service and/or those other products and/or services that, under the full and free will of Verifik, Verifik decides to provide; on terms other than those permitted by this Agreement.

c. The User may not modify, create derivative works, or perform disassembly, decompilation or reverse engineering activities on any part of the Platform, or access or use the Service in order to create, support and/or assist a third party in the construction and/or support of products or services that are competitors of Verifik and its Services, or that have a similar or identical purpose.

d. Except as expressly provided in this Agreement, no process of how Part of the Service is designed may be copied, reproduced, distributed, published, downloaded, displayed, edited or transmitted, in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording and/or any other means.

e. The User undertakes to prevent and avoid, by any means it deems reasonable, that unauthorized third parties have access to the Services.

The realization of any of the restrictions or prohibitions by the User shall give Verifik the possibility to unilaterally terminate the provision of the Service, without the need for prior requirements constituting proof of the special prohibition in enforceable title to effect the collection of compensation to which it is entitled.

16. What are your obligations as a User?

Users agree to comply with all obligations expressed in these Terms and Conditions, as well as those that are determined in other documents, including and not limited to other contracts that are concluded with Verifik.

In addition to these obligations, Users shall have the following obligations:

a. Address Verifik personnel with respect.

b. Pay the Fees for the Services according to the Plan they subscribe to or the individual Credits they acquire.

c. Update the provided information regarding their identity.

d. Notify Verifik of any irregularity or illegality they become aware of, whether it has occurred or is likely to occur.

e. Read and fully understand these Terms and Conditions.

f. Comply with all rules expressed in these Terms and Conditions or in other Verifik documents.

g. Ensure that they have obtained the respective authorizations for the processing of personal data from End Users and hold Verifik harmless from any omissions in fulfilling this obligation.

h. Comply with personal data protection regulations. Personal data should only be processed with the prior and express authorization of the data subject and exclusively for the purposes for which they authorized its processing.

17. What are Verifik's obligations?

By virtue of the nature of the Service offered by Verifik, Verifik is obliged to:

a. Allow the User non-exclusive use of the Platform.

b. Provide the infrastructure for the proper functioning of the Services.

c. Respond promptly to your needs in accordance with the service level agreements, which can be found in Annex 1.

18. What is Verifik's liability and what is the warranty of the Services?

You agree that the Services provided by the Platform are "as is" services, which means that there is no express or implied warranty on the provision of the Platform Services beyond those expressed herein.

Users agree and acknowledge that the Services allow Users to verify the identity of their End Users through the functionalities of the Platform with public information of the End User, and that the User includes within the Platform for validation, and that to that extent, Verifik will respond only for the failures that the Platform presents below the service level agreements of Annex 1, and in no event be liable for any damage or injury that the User or its End Users may suffer by reason of or in connection with the use of the Services through the Platform.

In addition, Users acknowledge that the Services, are informative in nature, so that in no case these should be interpreted as an absolute classification of End Users regarding how they will behave within the framework of the User's business model. In this regard, Users acknowledge that it is their sole responsibility to analyze the information provided by the Platform and releases Verifik from any liability for the decisions that the User makes based on the information provided under the Services.

No information that the User has received by any means by Verifik or any of its representatives or officers, in addition to these Terms and Conditions, shall engage the responsibility of Verifik or represent any warranty on the Services. Therefore, the only recourse that the User has in relation to the Services provided by the Platform, will be to cancel your account and not use the Platform again, without this implying any refund.

In no event shall Verifik be liable for consequential damages, or for any damages for loss of data, revenue, profits or other variables with respect to the use of the Platform, for improper use of the solution or for attacks, sabotage or other unethical practices or illegal circumstances, force majeure or acts of God. Notwithstanding the foregoing, and Verifik being an expert in the Services it provides, it shall endeavor to have the necessary computer security measures to ensure the protection of the User's data and information. In any case, Verifik's liability, in case of persistence, whether contractual or extra-contractual, of any kind or nature, shall be limited to the amount received in the provision of the Services in the 12 months prior to the occurrence of the damage.

19. How will we handle End Users' personal data?

During the performance of this Agreement, the User may be required to transmit personal data of End Users. In such cases Verifik will act as the processor of the personal data and the User as the responsible party. By accepting these Terms and Conditions, the User accepts its rights and obligations regarding personal data of this Agreement, which shall be those established by law, and those that the Parties agree in the additional commitments on the protection of personal data that may be signed.

Both Verifik and the User agree to comply with the rules of data protection, including Law 1581 of 2012, Decree 1377 of 2013 and other complementary rules, or the law of the country where you hire Verifik and exercise personal data processing. Each Party shall indemnify the other for damages and fines caused or imposed on them as a result of non-compliance with the aforementioned laws.

For the above, with the acceptance of these Terms and Conditions, you guarantee us that you have a data processing policy that complies with the applicable rules in Colombia and all data you collect and process are obtained with the prior and express consent of the owners or under the exceptions provided for that purpose in Law 1581 of 2012, Decree 1377 of 2013 (compiled in Decree 1074 of 2015) and other complementary rules. Thus, if Verifik needs you to send any authorization from an End User, you are obliged to deliver it.

You will hold Verifik harmless from any damage, liability or harm that Verifik has to bear derived from your non-compliance with the personal data protection regime.

You agree to:

a. Have prior, express and informed authorization from the End Users of the for the Processing of information by Verifik.

b. Inform Verifik in case of updating, rectification, revocation of authorization and/or request for deletion of data.

c. Include in the purposes of the authorization for the processing of personal data the processing of personal data by Verifik.

d. Update the information corresponding to the personal data, communicating in a timely manner to Verifik, all developments with respect to the data previously provided and take other necessary measures to keep the information provided to it updated.

e. Rectify the information of personal data when it is incorrect and inform Verifik.

f. Keep proof of the authorization granted by the End Users for the processing of such data.

Collect personal data in a lawful, consented, free and free of vices under the terms of the provisions of applicable law.

20. How do we protect confidential information?

Verifik and the User agree that, for all purposes, they shall consider as confidential the information of the other Party or third parties, which they receive during the performance of this Agreement. Consequently, the party receiving the information shall at all times refrain from disclosing in any way, use, exploit or market such confidential information, directly or indirectly or in any way for their own benefit or for the benefit of third parties, disclose or divulge such confidential information to persons, agencies, entities, for any reason or purpose, unless expressly authorized by the Party that has provided the confidential information.

Aggregate or statistical information used by Verifik to extract aggregate data from its Users and End Users shall not be considered confidential information.

Verifik and the User acknowledge that, if they use or disclose confidential information, this may cause damages to the other Party and they shall be liable for such damages as provided by law.

Neither Verifik nor User may share with third parties confidential information of the other Party, for the term of this Agreement and up to one (1) year after its termination, except for the End Users' personal data, which shall remain confidential for the duration of the Agreement and shall be deleted upon termination of the Agreement. Verifik and the User may only share such information with third parties if:

a. The information is available to the public for a reason other than the disclosure made by the other Party;

b. The disclosure is required to be made by law. When the other Party must disclose information for legal reasons, it must inform the other Party in writing so that the other Party can request an appropriate protective order or so that the Party making the disclosure makes every effort to obtain an order for confidential treatment of the information or other assurance that the information will not be disclosed;

c. Where the disclosure is given to give effect to any right or obligation arising under this Agreement.

21. What indemnities do you give us?

Users agree to hold harmless, defend, indemnify and hold harmless Verikifa from and against any and all claims, liabilities, damages, losses and expenses, including, without limitation, legal fees, arising out of or in any way connected with the breach of these Terms and Conditions, improper use of the Platform, Users' personal data liability, including, but not limited to: any injury, loss or damage of any kind arising in connection with or as a result of the breach of these Terms and Conditions.

22. Do we have links to other websites?

The Platform may contain direct links to other Internet websites, and for this reason, we have neither power nor control over such websites. Users acknowledge and agree that Verifik shall not be responsible or liable in any way for the content of any linked website, nor for any loss or damage caused by the use of any website linked to Verifik.

23. Which law shall apply to this Contract?

Colombian Law.

24. Can you assign your rights and obligations under these Terms and Conditions?

You may not assign or transfer your rights and obligations under this Agreement without the prior written consent of Verifik. For its part, Verifik may assign this Agreement without your authorization, and the assignee shall be obligated to perform on the same terms as Verifik did.

25. Where will the Parties receive notifications?

The communications between the Parties in relation to this Agreement will be made through the e-mail address that the User registers at the moment of opening his/her account.

26. How will we resolve disputes arising from this Agreement?

When there is a dispute between Verifik and the User in connection with this Agreement, it will be submitted to a phase of direct settlement between the Parties for a period of thirty (30) calendar days from the notice of the existence of the dispute by one of the Parties to the other. If after the term of thirty (30) days the Parties do not reach any agreement, any controversy shall be submitted to the ordinary Colombian jurisdiction.

27. Do your resources come from lawful activities?

By accepting these terms and conditions, as a User you guarantee Verifik that:

1. All the products and services you market comply with the law.

2. Your resources are not derived from any illegal activity and that the money you receive as a result of this Agreement will not be used for any illegal activity.

3. You are not linked to crimes related to money laundering and financing of terrorism or its source crimes.

4. The person who accepts these Terms and Conditions has sufficient power to represent and bind you.

28. How are these Terms and Conditions modified?

These Terms and Conditions constitute a legally binding agreement between Users and Verifik. Verifik may make modifications to the Terms and Conditions and the documents that are part of the Terms and Conditions. Verifik will notify you, through the notification channels, five (5) business days prior to making the modifications.

We will understand that you have accepted the modifications if you continue to use the Verifik Services.

29. Service Level Agreement (SLA)

a. Exhibit 1 - Service Level Agreement.

This is a total agreement!

These Terms and Conditions, as well as any of its annexes, shall prevail over any other prior agreement, oral or written, entered into with respect to the subject matter of the Agreement.

Effective: March 9, 2023.