Welcome, and thank you for your interest in the online services collectively known as idLuminaCore.com, along with any related websites, networks, applications, software and other services and related documentation provided by idLuminaCore.com (collectively, the “Services”). These Terms of Service are a legally binding contract between you and idLuminaCore.com regarding your use of the Services. For the purposes of these Terms of Service, “idLuminaCore.com,” “we,” “our,” and “us” refer to the applicable idLuminaCore.com contracting entity set forth in Section 3. “Affiliate” or “Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is directly or indirectly under common Control with a party, where “Control” means control of greater than fifty percent of the voting rights or equity interests of a party or by way of contract, management agreement, voting trust, or otherwise.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. The Terms do not include the Privacy Policy. Please see our Privacy Policy for further information regarding our use of your Personal Data (as defined in the Data Processing and Security Agreement) submitted to or via the Services. If you are not eligible, or do not agree to the Terms, then you do not have idLuminaCore.com’s permission to use the Services. YOUR USE OF THE SERVICES, AND idLuminaCore.com’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY idLuminaCore.com AND BY YOU TO BE BOUND BY THESE TERMS.

1.THE SERVICES AND APPLICATIONS.

The Services include:

(a) the documentation for the Services (as may be updated from time to time) in the form generally made available by idLuminaCore.com to its customers for use with the Services;

(b) the APIs, mobile applications, and Software provided by idLuminaCore.com in connection with the Services;

(c) any additional services purchased by you. The Services may allow you to create applications using the Services or run applications on the Services, including any source code written by or on behalf of you to be used with the Services or otherwise hosted on idLuminaCore.com (“Applications”).

2.ELIGIBILITY

You must be at least 14 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 14 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3.CONTRACTING ENTITY; GOVERNING LAW

(a)The country specified in your registered billing information determines: (i) the idLuminaCore.com entity with which you are contracting under these Terms; and (ii) the governing law that applies to these Terms and your use of the Services, as set forth in the table below. Notwithstanding anything to the contrary under these Terms, you acknowledge and agree that Services may be provided by one of our Affiliates to the extent deemed appropriate by us, for example, where required to comply with applicable laws and regulations or in accordance with idLuminaCore.com's internal structuring of its operations in the applicable region.

(b) The country specified in your registered billing information may cause additional or different terms to apply, as follows. For example, if your use of the Services is subject to consumer protection regulations as determined under applicable laws, additional terms apply, as set forth in the EEA Consumer Terms, Germany Terms, South Korea Terms and other region specific terms. If the country specified in your registered billing information is in North America, you shall be subject to the North America Terms below. If you wish to use the Services in the PRC region, you shall be subject to the terms of the PRC Service Region Terms. In addition to the above, additional or different terms may apply to your use based on applicable local laws.

4. USE OF SERVICES

(a) Accounts and Registration. When you register for a idLuminaCore.com account authorized to access the Services (“Account”), you may be required to provide us with some information, such as your name, postal address, email address, and/or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Where the option is available, you may also register for an Account through a third party platform account. You agree that you shall additionally comply with any applicable terms and conditions of that third party platform. You are responsible for safeguarding any and all Account details and access credentials, and you shall be responsible for any use of the Account or Services and all activities that occur under your Account, regardless of whether the activities are authorized or undertaken by you, your employees or a third party (including your contractors, agents and/or End Users), and including in circumstances due to your failure to properly safeguard such Account details and access credentials. Except to the extent caused by our breach of these Terms, idLuminaCore.com and its Affiliates are not responsible for any unauthorized access to your account. Any breach of these Terms or any use of your Account by anyone will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us. We may deny you the right to create an account.

(b) License. Any entities or individuals that access the Services under your Account or an Application are referred to in these Terms as “End Users”. You shall and shall ensure that your authorized End Users access and use the Services in accordance with these Terms during the Term (defined below in Section 9). Such Services shall be provided during the Term. You and your authorized End Users shall only access the Services via your Account and the use of any Services shall be subject to these Terms. If you become aware of any unauthorized use of your Account or the password for your Account, you will notify idLuminaCore.com immediately. If you are an entity, organization, or company, you will ensure your employees and contractors access the Services through your Account. idLuminaCore.com may provide downloadable tools, software development kits, sample code, APIs, or other computer software including those provided in connection with the Services or with the use of your Account (and any periodic updates thereto from time to time) (“Software”). You acknowledge that idLuminaCore.com or its licensors own all rights, titles and interest in and to the Services and the Software. Subject to your and your authorized End Users’ compliance with these Terms, idLuminaCore.com grants, or shall procure the grant, to you and your authorized End Users a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Software in a manner not exceeding any applicable usage limitation or term, and within the designated territory for use or receipt of Services, and only in connection with the Services. To the extent that any Software comes with an end user license agreement, terms of service or other similar agreement governing the use of such Software, you agree that you will, and ensure your End Users, strictly comply with such agreement. Other than as specified in the foregoing, no other rights are granted to you under these Terms to use the Services (including any Software offered in connection therewith).

(c) Service Regions. Certain Services allow you to select a geographically defined service region in which User Data (as defined below) is stored in order to provide the Services (a "Service Region"). Where a Service Region applies, idLuminaCore.com will, upon your request, store User Data in the Service Region you select when User Data is being used for the provision of those Services.

(d) Suspension of Services. If you become aware or reasonably suspect that any Application (including an End User’s use of an Application) or User Data violates these Terms, you will immediately suspend the Application, remove the User Data, and suspend access by End Users. If you fail to take such action, idLuminaCore.com may suspend or disable the Application and your Account until that violation is remediated to idLuminaCore.com’s satisfaction. In the event that idLuminaCore.com determines at its sole discretion that your or your End User’s use of the Services could: (i) disrupt the Services; (ii)disrupt use of the Services by a third party; (iii) disrupt the idLuminaCore.com network or servers used to provide the Services; (iv) allow unauthorized third party access to the Services; or (v) otherwise pose a security risk or threat or result in any legal or regulatory liability to idLuminaCore.com, then idLuminaCore.com or its Affiliates may immediately and without prior notice to you, restrict or suspend your Account or the offending Application or End User account, to the extent required to address such concern. You agree that you are responsible for all Fees incurred or payable during such period of restricted or suspended use.

(e) Service Modification or Discontinuation. idLuminaCore.com may discontinue or make any changes to the Services (or any portion thereof) at any time without incurring liability to you. idLuminaCore.com may choose to, without limitation, discontinue, limit, restrict, change or remove the Services, any Service component, or availability of the Services (or any portion or component thereof) in any specific Service Region, territory or industry sector or field of business. If idLuminaCore.com discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, idLuminaCore.com will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect, provided that you have subscribed to be informed about those changes. idLuminaCore.com may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services or idLuminaCore.com, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. idLuminaCore.com may provide periodic updates to the Software or Services from time to time (“Updates”). idLuminaCore.com may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon your agreement to additional requirements.

(f) Security and Privacy. idLuminaCore.com’s security and privacy practices are available in the Additional Terms and the Privacy Policy. You shall configure and use the Services in a way that meets your security requirements.

(g) Third Party Applications. You are solely responsible for any software, tools or applications used by you in connection with your use of the Services ("Third Party Software"), including third party software made available or offered in connection with the Services. idLuminaCore.com is not responsible for and is not liable for any damages or losses arising from the use of the Third Party Software, and idLuminaCore.com does not endorse, support or guarantee the quality, reliability, or suitability of any Third Party Software. You agree that the use and making available of any Third Party Software is at your own risk. You shall comply with and ensure that your End Users comply with any terms and conditions applicable to Third Party Software. idLuminaCore.com does not provide any technical support for any Third Party Software.

(h) Access to Your Device. In order for idLuminaCore.com to provide the Services, idLuminaCore.com may require access to and use of a device you own or control. For example, idLuminaCore.com may need access to a device's processor and storage to complete a Software installation. idLuminaCore.com may provide further information regarding how idLuminaCore.com accesses the relevant device within idLuminaCore.com. You agree to facilitate and/or give idLuminaCore.com access to the device for these purposes, and you acknowledge that if you do not provide access, idLuminaCore.com may not be able to provide you with the Services (or certain features within the Services). You acknowledge that idLuminaCore.com may use or access Personal Data within the device in the course of providing idLuminaCore.com, as set out further in the Privacy Policy. To the extent the Data Processing and Security Agreement applies to the use or access of that Personal Data, you agree that idLuminaCore.com may use or access that Personal Data in accordance with the Data Processing and Security Agreement.

5. FEES AND PAYMENTS

(a) You may, from time to time, be required to make payments to us as part of your use of the Services (“Fees”). Except as otherwise set forth in any region-specific or Service specific terms, all Fees are non-refundable and exclusive of any Taxes. You agree that you are solely responsible for payment of all Fees and Taxes associated with any such payments. All payments made by you shall be made free and clear of and without deduction for any tax, set-off, withholding or counterclaim. To the extent that you are required by applicable law to make such a deduction or withholding of tax, you shall provide us with an official tax receipt or other appropriate supporting documentation within 30 days after payment of the deduction or withholding tax and increase the amount paid to us to the extent necessary to ensure that we receive a sum equal to the amount we would have received had no such deduction or withholding been made. “Taxes” means any duties, customs fees, or taxes (other than idLuminaCore.com’s income tax) associated with the purchase of the Services, including any related penalties, interest or other additions thereto.

(b) At the time you create an Account or otherwise sign up for the Services, you may be asked to provide a credit card, and thereafter may be able to link alternative means of payment to your Account (each a “Payment Method”). You agree that (subject to applicable laws and regulations): (i) you authorize us to: (1) save your chosen Payment Method's information (e.g., credit card information) on our systems or that of our payment processor; and (2) periodically bill your chosen Payment Method for Services consumed during the prior month or pursuant to an alternative payment structure we agree to; and (ii) if any payment made via your chosen Payment Method is rejected, denied, not received by us or returned unpaid for any reason: (1) we may restrict, suspend or terminate your or your End User’s access to the Services (in each case in whole or in part) until your payment is properly processed; (2) charges will continue to be incurred and you are liable to us for any Fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may charge you for such amounts); and (3) we may charge late fees up to the maximum amount permissible under law. We will present you with an invoice on or about the second day of a given month for Services consumed during the prior month and will charge your Payment Method at the time we issue your invoice.

(c) Your card issuer may charge you an online handling fee or processing fee in connection with your payment of Fees. We are not responsible for this fee.

(d) To the extent permitted under applicable laws, idLuminaCore.com may increase or introduce new Fees and charges for any existing Services at any time after prior notice. Any new or changed charges will apply to the Services as of the date specified in the relevant notice, or if no such date is specified then with immediate effect.

(e) If you and idLuminaCore.com agree to other payment terms or Payment Methods in writing (including email), then those alternative provisions shall apply in the event of a conflict with this Section.

(f) You shall provide such assistance, including any information, as is required by idLuminaCore.com in order to determine and validate the extent to which idLuminaCore.com is legally obliged to collect Taxes from you.

6. TECHNICAL SUPPORT AND SERVICE LEVELS

(a) SLAs. idLuminaCore.com will use commercially reasonable efforts to provide any related Services in accordance with the relevant and then-current service level agreement(s) (“SLA”), if any, set forth in the Additional Terms. The parties acknowledge and agree that, regardless of anything to the contrary in these Terms, your sole and exclusive remedy for a breach of an SLA is the receipt of any applicable service credits as set forth and pursuant to the applicable SLA.

(b) Support for Services. Except to the extent required by applicable laws with respect to consumers, idLuminaCore.com is under no obligation to provide technical support or other services unless you have purchased support services. You acknowledge and agree that technical support or other services may require you to pay additional costs and other Fees.

(c) Support for Applications. You are responsible for the operation, integration and technical support of your Applications.

7. YOUR OBLIGATIONS

(a) Compliance. You are solely responsible for your Applications and User Data and for making sure your Applications and User Data comply with these Terms (including the Additional Terms) and that use of the same in connection with the Services complies with applicable laws. idLuminaCore.com reserves the right to review all Applications to ensure your compliance with these Terms. You acknowledge and agree that you are responsible for all use of the Services by End Users, End Users’ access to Applications and User Data, activities under Accounts, and for otherwise ensuring that each End User complies with these Terms.

(b) Privacy. You acknowledge and agree that you are solely responsible for the processing of any Personal Data in respect of End Users and any persons whose Personal Data is contained in the User Data, and shall protect the privacy of the End Users and such persons, and shall comply with all applicable laws and regulations in respect of the same (including by making such disclosures, and obtaining such consents, as are necessary to ensure the Personal Data of End Users or any persons whose Personal Data is contained in User Data may be processed by the Services). You shall be solely responsible for any access, monitoring, use, or disclosure of Personal Data submitted by End Users through the Services. To the extent any Personal Data is contained in any User Data, the parties agree that the processing of such Personal Data shall be undertaken in accordance with the Data Processing and Security Agreement. You agree that you shall not make available any User Data for processing in the Services unless lawfully permitted to do so.

(c) Restrictions. You will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such a restriction is expressly prohibited by applicable law, and where you are permitted by law to so reverse engineer, you will contact idLuminaCore.com to obtain the desired information prior to such reverse engineering); (ii) use the Services for the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage; (iii) use the Services as benchmarking or in any manner that is competitive with the Services; (iv) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; or (v)access the Services in a manner intended to avoid incurring Fees or otherwise avoiding usage limitations. To the extent you choose a Service Region that includes the United States, you will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (i) process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State; and/or (ii) process or store any User Data that is subject to the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, or any regulations issued under it.

8. INTELLECTUAL PROPERTY RIGHTS AND USER DATA

(a) idLuminaCore.com Intellectual Property Rights. You agree that all Intellectual Property Rights in and to the Services, as between you and idLuminaCore.com, will be owned by idLuminaCore.com, or idLuminaCore.com’s licensors, as the case may be. Except as expressly set forth in these Terms and to the extent permissible under applicable law, idLuminaCore.com does not grant to you any licenses or other rights, implied or otherwise, in or to idLuminaCore.com’s Intellectual Property Rights. “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.

(b) idLuminaCore.com Confidential Information. “idLuminaCore.com Confidential Information” means information that idLuminaCore.com (or an Affiliate) discloses to you under these Terms, and that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. You will not disclose idLuminaCore.com Confidential Information except to those of your Affiliates, employees, and contractors who need to know the idLuminaCore.com Confidential Information for the purposes of exercising your rights and performing your obligations under these Terms, and who have agreed in writing to confidentiality obligations that are at least as protective as these Terms. You will, and will take appropriate measures to, ensure that your Affiliates, employees, and contractors: (i)take at least reasonable care to protect the confidentiality of the idLuminaCore.com Confidential Information; and (ii) do not use the idLuminaCore.com Confidential Information for any purpose other than to exercise your rights and perform your obligations under these Terms. However, you may also disclose idLuminaCore.com Confidential Information to the extent required by applicable laws, regulations, or government orders, provided that you use commercially reasonable efforts, if legally permitted, to: (i) promptly notify idLuminaCore.com of those disclosure requirements before disclosing the idLuminaCore.com Confidential Information; and (ii) provide to idLuminaCore.com any information reasonably requested to assist idLuminaCore.com in seeking a protective order or other confidential treatment for that idLuminaCore.com Confidential Information.

(c) Feedback. If you provide idLuminaCore.com or its Affiliates with any suggestions, ideas, comments, or other feedback about the Services (“Feedback”), idLuminaCore.com and its Affiliates may use and otherwise exploit that Feedback without restriction and without obligation to you.

(d) User Data. (i) “User Data” means any data, information, media or other content submitted by or on behalf of you or your End Users to the Services, including but not limited to any Personal Data, but excluding any data provided to idLuminaCore.com or its Affiliates as part of your general Account. (ii) You hereby grant to idLuminaCore.com a non-exclusive, sublicensable license to access, copy, and use User Data to provide the Services, and/or otherwise use such User Data in accordance with these Terms. (iii) You acknowledge and agree that idLuminaCore.com may disclose User Data to third parties with or without notice to you: (1) to comply with applicable laws or protect idLuminaCore.com’s rights; or (2) to comply with court orders, a lawful government or law enforcement request, or other legal processes. idLuminaCore.com may also block or remove User Data as required by applicable laws, in which case idLuminaCore.com will make reasonable commercial efforts to promptly notify you if legally permissible. (iv) You are solely responsible for maintaining and backing up User Data. You represent and warrant that: (1) you have all rights required to provide User Data to idLuminaCore.com, for idLuminaCore.com to use the User Data as provided for in these Terms, and for you to use in connection with your use of the Services; and (2) User Data, and your use of User Data through the Services does not violate any laws or rights of any person. You retain any Intellectual Property Rights you may have in User Data.

9. TERM AND TERMINATION; SUSPENSION

(a) Term. These Terms will commence when you accept these Terms or first download, install, access, or use the Services and continue until terminated as set forth below (“Term”).

(b) Termination, Suspension and/or Modification by idLuminaCore.com. To the extent permitted under applicable laws, idLuminaCore.com may, at its sole discretion, terminate these Terms, or suspend, modify, restrict or terminate your access to or use of the Services or any aspect of the Services, in whole or in part, or with respect to a Service Region or territory immediately upon written notice to you if: (i) you violate any provisions of these Terms; (ii) you have not paid any Fees or other amounts owed by you to idLuminaCore.com within 30 days after the applicable due date; (iii) idLuminaCore.com reasonably believes that you or an End User have violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with the use of the Services; (iv) you enter into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with your creditors or are unable to pay your debts as they fall due; (v) idLuminaCore.com is required to by applicable laws, court orders or requirements imposed by government bodies, or if idLuminaCore.com otherwise determines that it is reasonable to do so in order to ensure that idLuminaCore.com does not violate or risk violation of the same; or (vi) any current or future regulatory or other requirement (1) subjects idLuminaCore.com to an obligation not generally applicable to businesses operating in a Service Region; (2) would result in difficulty for idLuminaCore.com to continue offering the affected Service(s); or (3) idLuminaCore.com reasonably believes may conflict with these Terms or the Services.

(c) Termination by you. You may terminate your Account and these Terms at any time by following the instructions provided within the Services. Except as set forth in any region-specific terms or Service-specific terms, if you terminate your Account and these Terms, you are not entitled to a refund of any Fees paid to idLuminaCore.com.

(d) No Liability for Termination. Except as expressly required by law, if either party terminates these Terms in accordance with the foregoing, neither party will be liable to the other because of the termination, for expenditures or commitments made in connection with these Terms or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.

(e) Effects of Suspension. If idLuminaCore.com restricts or suspends your access to any or all of the Services, or otherwise modifies the Services under these Terms: (i) where Services are suspended, you remain responsible for all Fees accrued through the date of suspension (including where the charges were incurred before suspension date but performance of the relevant obligations were after the suspension date); (ii) you remain responsible for any applicable charges for any part of the Services (including any modified portions thereto) to which you have access; and (iii) you will not be entitled to any service credits under any applicable SLA for any period of suspension, modification or restriction.

(f) Effects of Termination. (i) Upon termination or expiration of these Terms: (1) you will pay idLuminaCore.com any Fees or other amounts owed under these Terms within 30 days of termination or expiration; (2) you will delete the Software and remove from the Services any Application and User Data; (3) your rights under these Terms shall immediately cease; and (4) upon idLuminaCore.com’s request, you will use commercially reasonable efforts to return or destroy all idLuminaCore.com Confidential Information. idLuminaCore.com has no obligation to make accessible to you any User Data after the termination of these Terms. (ii) In addition, the following provisions will survive any termination of these Terms: Sections 1, 3, 5, 7, 8, 9(d), (e), (f), 10, 11, 12 and 13.

10. DISCLAIMER

Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER idLuminaCore.com NOR ANY OF ITS LICENSORS OR AFFILIATES, PROVIDERS OR DISTRIBUTORS, MAKE, AND idLuminaCore.com HEREBY DISCLAIMS ON BEHALF OF ITSELF AND SUCH PERSONS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING idLuminaCore.com, ANY OTHER SOFTWARE OR SERVICES, OR ANY MEDIA OR OTHER CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE SERVICES, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:

(a) THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;

(b) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE;

(c) THAT USER DATA WILL NOT BE SUBJECT TO LOSS OR DAMAGE;

(d) OF NON-INFRINGEMENT;

(e) THAT THE SERVICES OR SOFTWARE WILL BE SECURE OR COMPATIBLE WITH YOUR OR YOUR END USERS’ NETWORKS, SYSTEMS, APPLICATIONS, HARDWARE, OR DEVICES; OR

(f) THAT THE SERVICES WILL BE OF MERCHANTABLE OR SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, THE SERVICES ARE NOT DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES.

11. LIMITATION OF LIABILITY; INDEMNIFICATION

(a) Cap on Liability. SUBJECT TO SECTION 11(C) BELOW, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF idLuminaCore.com AND ITS AFFILIATES, ON THE ONE HAND, AND YOU ON THE OTHER, FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, THE SERVICES, AND THE SOFTWARE, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WILL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO idLuminaCore.com UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THAT EVENT GIVING RISE TO THE LIABILITY FIRST OCCURRED. HOWEVER, NOTHING LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR ANY MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS.

(b) Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, NEITHER idLuminaCore.com, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (ii) UNAVAILABILITY OF THE SERVICES (EXCEPT AS PROVIDED UNDER SECTION 6(a)); (iii) YOUR APPLICATIONS OR INTELLECTUAL PROPERTY RIGHTS; OR (iv) LOSS OF DATA, LOST PROFIT, GOODWILL, REVENUE, CUSTOMERS OR OPPORTUNITIES; IN EACH CASE, RELATING TO THE SERVICES AND THESE TERMS.

(c) Unlimited Liabilities. NOTHING IN THESE TERMS EXCLUDES OR LIMITS YOUR LIABILITY FOR: (i) YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS; (ii) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11(F); (iii) YOUR INFRINGEMENT OF OUR, OUR AFFILIATE’S OR LICENSOR’S INTELLECTUAL PROPERTY RIGHTS; OR (iv) ANY FRAUDULENT ACTIVITIES OR FRAUDULENT MISREPRESENTATION.

(d) Disclaimer of Certain Liabilities. Without limiting Section 11(a) or 11(b), if the Services are interrupted for any of the reasons set forth below, idLuminaCore.com disclaims liability for any loss or damage to the extent caused by the following: (i) causes attributable to infrastructure operators, including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators; (ii) your use of the Services in a manner not authorized by idLuminaCore.com; (iii) improper operation by you or failures in your computer software, systems, hardware, or telecommunications lines; or (iv) any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, idLuminaCore.com.

(e) idLuminaCore.com Indemnification. (i) idLuminaCore.com will defend or, at its option, settle any third party claim, allegation, suit or proceeding (“Claim”) brought against you alleging that the use of the Services by you or your End Users in accordance with these Terms infringes a third party patent or copyright. idLuminaCore.com will have sole control of the defense or settlement negotiations, and idLuminaCore.com agrees to pay, subject to the limitations set forth in these Terms, any final judgment entered against you and any amounts agreed to in settlement by idLuminaCore.com as a result of such infringement in any Claim defended by idLuminaCore.com; provided that you provide idLuminaCore.com with: (1) prompt written notice of the Claim; (2) sole control over the defense and settlement of the Claim; and (3) all reasonably requested information and assistance, at idLuminaCore.com’s expense, to settle or defend the Claim. (ii) In the event that any Claim is brought or, in idLuminaCore.com’s opinion, likely to be brought, idLuminaCore.com may, at its sole option and expense: (1) procure for you the right to continue to use the applicable Services; (2) modify the Services, or replace the Services with non-infringing software or services that do not materially impair the functionality of the Services; or (3) if neither of the foregoing is feasible on commercially reasonable terms, terminate these Terms and refund on a pro-rata basis any Fees pre-paid by you to idLuminaCore.com for the applicable Services. (iii) idLuminaCore.com will have no obligation to you under this Section 11(e) to the extent a Claim arises from: (1) your breach of these Terms; (2) User Data; (3) use of the Software or Services in combination with any products, services, data, software, hardware or business processes not provided by idLuminaCore.com, if the alleged infringement is based on that combination; (4) use of non-current or unsupported versions of the Services or Software; (5) modifications to the Software or Services by anyone other than idLuminaCore.com or its Affiliates; or (6) liability arising from your or any End User’s use of the Services after idLuminaCore.com has notified you to discontinue such use. (iv) THIS SECTION 11 STATES THE ENTIRE LIABILITY OF idLuminaCore.com, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES.

(f) Your Indemnification. (i) You will defend, indemnify and hold harmless idLuminaCore.com, its Affiliates, and each of their respective agents, licensors, employees, officers and directors from and against any Claims to the extent they arise out of or in relation to: (1) your Application, product, service or User Data, including without limitation, their alleged infringement or misappropriation of the Intellectual Property Rights of any third party; (2) you or your End Users’ use of the Services or Software, including without limitation any (A) alleged violation of Data Protection Laws (as defined in the Data Processing and Security Agreement) by you, your End User(s), idLuminaCore.com, or its Affiliate(s) in connection with such use; (B) alleged violation of any other applicable laws and regulations by you, your End Users, idLuminaCore.com, or its Affiliates in connection with such use; (C) alleged violation of third party rights by you, your End Users, idLuminaCore.com, or its Affiliates; and/or (D) such use that would constitute a violation of these Terms; and/or (3) the use of any products, services, data, software, hardware or business processes not provided by or on behalf of idLuminaCore.com or its Affiliates. (ii) idLuminaCore.com will provide you with: (1) prompt written notice of any Claims; and (2) reasonable assistance, at your expense, to defend or settle the Claim. idLuminaCore.com and its Affiliates retain the right to appoint additional counsel of their choice to participate in defending or settling the Claims, in which case the counsel retained by you will consult with the counsel appointed by idLuminaCore.com or its Affiliates and will give them the opportunity to provide comments on defense and settlement strategies. (iii) TAt your option, you may settle any such Claims, provided that any settlement requiring idLuminaCore.com or its Affiliates or their agents, licensors, employees, officers or directors to admit liability, pay money, or take or refrain from taking any action will require idLuminaCore.com’s or the Affiliate’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). (iv) Without limiting the foregoing, you agree to pay any final judgment entered against idLuminaCore.com or its Affiliates or their licensors, employees, officers and directors including without limitation any damages, costs, penalties, fees, disgorgement, restitution, and interest, or in the event of settlement, any settlement amounts agreed to by you, as a result of those Claims. You also agree to reimburse us for any costs and reasonable attorney’s fees spent responding to any third-party subpoena, legal order or other processes associated with such Claims.

(g) Independent Allocations of Risk. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks of these terms between you and idLuminaCore.com. This allocation is reflected in the fees charged by idLuminaCore.com to you and is an essential element of the basis of the bargain between you and idLuminaCore.com. Each of these provisions is severable and independent of all other provisions of these terms, and each of these provisions will apply even if the limited remedies in these terms have failed of their essential purpose.

12. TRADE COMPLIANCE

(a) Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either party the power to: (i) act as an agent; or (ii) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party and neither party has authority to bind the other party.

(b) Non-Assignability and Binding Effect. Neither party may assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under these Terms without the prior written consent of the other party, except that idLuminaCore.com may freely assign or otherwise transfer these Terms without your consent: (i) in connection with a merger, acquisition or sale of all or substantially all of idLuminaCore.com’s assets; or (ii) to any Affiliate or as part of a corporate reorganization. Upon such assignment or transfer taking effect, the successor or permitted assigns (as the case may be) shall assume assignor/transferor’s liability and assignor/transferor is released from the same. Any attempted assignment or transfer in violation of the foregoing restriction will be void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

(c) Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically, whether by e-mail, through the Services platform, or otherwise, will satisfy any legal communication requirements, including that those communications be in writing.

(d) Force Majeure. If the performance of these Terms is prevented, delayed, hindered or restricted, or idLuminaCore.com breaches these Terms due to an event of force majeure, including but not limited to: (i) natural disasters; (ii) acts of government; (iii) promulgation or change of laws, regulations or policies (including Trade Laws, sanctions, restrictive measures or regulations); (iv) strikes or unrest; or (v) any significant change of circumstances (including changes in applicable laws which would render provision of Services potentially illegal or different from that contemplated by the parties at time of the acceptance of these Terms or first download, install, access, or use the Services), foreseeable or otherwise, in no case shall idLuminaCore.com be liable for the breach of these Terms, or be otherwise liable for any such failure or delay in the performance of such obligations. If any of the abovementioned events persists for more than 15 calendar days, idLuminaCore.com may terminate these Terms, without assuming any liability, by immediate written notice to you.

(e) Governing Law and Dispute Resolution. All disputes arising from or related to these Terms or the Services shall be submitted to the Hong Kong International Arbitration Centre for arbitration in accordance with the Hong Kong International Arbitration Centre Arbitration Rules in force at the time of submitting the notice of arbitration. The arbitration shall take place in Hong Kong and be conducted in English. All proceedings shall be confidential, and there shall be only one arbitrator.

(f) Waiver and Severability. The waiver by either party of any breach of these Terms does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any part of these Terms is unenforceable, the remaining portions of these Terms will remain in full force and effect.

(g) No Third-Party Beneficiaries. These Terms are not intended to confer any benefits on any third party except to the extent that it expressly states that it does. End Users are not third party beneficiaries to these Terms.

(h) Entire Agreement. These Terms and the Additional Terms are the final and complete expression of all agreements between you and idLuminaCore.com regarding their subject matter and supersede all prior oral and written agreements regarding these matters. The Additional Terms referred to in these Terms are incorporated by this reference. In the event of any conflict between the Terms and the Additional Terms, the inconsistency shall be resolved by giving preference to the following in the order that they are listed: (i) the Data Processing and Security Agreement (which shall govern with respect to processing of Personal Data as applicable to the relevant Services); (ii) these Terms; and (iii) the Additional Terms, provided, however, that the terms and conditions of the PRC Service Region Terms, the North America Terms, the EEA Consumer Terms, Germany Terms, South Korea Terms or other region-specific terms will govern with respect to the Services, if applicable. idLuminaCore.com shall not be bound by any term which is different from, modifies or otherwise in addition to the terms of these Terms, unless modified in accordance with these Terms, or otherwise agreed in writing. Where applicable, if you enter into a separate service agreement with idLuminaCore.com in respect of the Services, and where expressly provided by that service agreement, the terms of the service agreement shall prevail to the extent that there is any conflict or inconsistency between the terms of that service agreement and these Terms. Without limiting the foregoing, the parties agree that any terms and conditions in any customer-issued purchasing forms, request for proposal, vendor questionnaire or similar shall not apply and idLuminaCore.com disclaims the same.

(i) Modification of these Terms, the Privacy Policy and the Cookies Policy. idLuminaCore.com may amend these Terms, including the Additional Terms, from time to time by posting updated versions to the idLuminaCore.com site. Unless specifically provided in these Terms or the Additional Terms, or otherwise indicated by idLuminaCore.com, the amended terms will take effect within 30 calendar days after they are posted. Notwithstanding the foregoing, any changes relating to idLuminaCore.com’s Services or product functionalities shall take effect immediately. idLuminaCore.com will use reasonable efforts to notify you of the changes, but you are responsible for periodically checking these Terms, including the Additional Terms, for any modifications. Your continued use of the Services constitutes your acceptance of any amended Terms. Amended terms are not applicable retroactively.

(j) Language. All communications and notices in relation to these Terms shall be made or given in either English or Chinese. Notwithstanding the foregoing, to the extent any translations of these Terms are made, the Chinese version shall prevail.

(k) Publicity. You agree that idLuminaCore.com may refer to you as a customer of idLuminaCore.com and use your name and logo in idLuminaCore.com’s marketing materials and websites. Except as otherwise permitted by law, you shall not issue any press release or make any other public communication with respect to these Terms, or the fact that idLuminaCore.com is providing Services for you. You shall not use idLuminaCore.com’s trademarks, service marks, service or trade names, logos (“idLuminaCore.com Marks”); or identify idLuminaCore.com as a supplier of the Services without prior written consent of idLuminaCore.com. Notwithstanding the permission granted, unless otherwise agreed by idLuminaCore.com in writing, your limited permission to identify idLuminaCore.com for such purposes and for the use of idLuminaCore.com’s Marks shall terminate as soon as these Terms expire or are terminated, whichever is sooner. Your use of the idLuminaCore.com Marks shall be subject to any terms, conditions, or guidelines that idLuminaCore.com may issue from time to time.

(l) Notice. Any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth above (in the case of idLuminaCore.com) and the registered billing address or any other address registered with us (in your case) and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notwithstanding the foregoing, any notices, communications, or disclosures sent electronically by idLuminaCore.com through email, the platform for the Services or otherwise, shall be deemed a valid and binding notice required or permitted to be given under these Terms.