YOTI PASSWORD MANAGER
END USER LICENSE AGREEMENT

By downloading YPM (as defined below), you are agreeing to this licence (“Terms”) which is a legal agreement between us and either (a) you, if you are an individual not working for an entity; or (b) the entity that either employs or has contracted with you in respect of your use of YPM (the “YPM User”). If you (the YPM User) do not agree with these Terms, you should not access or use YPM.

We are Yoti Limited (the “Provider”) a company registered in England and Wales. Our company number is 08998951 and our registered office is at 107 Leadenhall St, London EC3A 4AF. You can contact us by writing to us at: hello@yoti.com, or at our registered office.
1. Interpretation
Definitions:
Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with a party from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, know-how, and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for such rights or forms of protection in any part of the world.
Maintenance Release: release of YPM that corrects faults, adds functionality or otherwise amends or upgrades YPM.
YPM: the source or object code that forms Yoti Password Manager made available to the YPM User by the Provider.
Yoti: the Provider’s digital identity verification system for exchanging attributes.
Any phrase introduced by the terms including, include, in particular shall be interpreted as if the words “without limitation” followed them.
2. Basis of contract
2.1 These Terms apply to the exclusion of any other terms that the YPM User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The parties agree that the provisions of Regulation 9 of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to these Terms.
To use YPM you will need to download the Yoti app and create an account. You must accept the Provider’s terms and conditions to use Yoti.

Currently the use of YPM is free. The Provider reserves the right to charge for use of YPM in the future and we will give you at least three months’ notice through the Yoti app if you are already using YPM for free of charge. If you are an organisation rather than a consumer we may give you only 30 days’ notice.
3. Licence
The Provider hereby grants to the YPM User a non-exclusive, royalty-free, revocable, worldwide licence to use YPM for the duration of these Terms and strictly in accordance with the use permitted in these Terms. The permitted use of YPM is as a password management tool for the YPM User only. The YPM User may grant access to YPM to such of its employees or contractors under the direct control of the YPM User (“YPM User Personnel”), as necessary provided that the YPM User:

procures that YPM User Personnel are made aware of and adhere to these Terms;
is liable to the Provider for the acts or omissions of YPM User Personnel; and
shall cease to make YPM available to any YPM User Personnel on that party ceasing to be employed or engaged by the YPM User.

The YPM User shall:


not sell, sub-license, assign, hold on trust or novate the benefit or burden of these Terms in whole or in part;
not allow YPM to become the subject of any charge, lien or encumbrance; and
do its best to prevent unauthorised copying of YPM.
Maintenance Releases
The Provider will make available to the YPM User all Maintenance Releases generally made available to its customers. The Provider offers no support function for YPM but the YPM User is encouraged to report any issues with YPM.
YPM User's Obligations


The YPM User represents, warrants and undertakes that it will use YPM in compliance with all applicable laws and shall not: (a) resell, sublicense, lease or otherwise make available to any third party YPM; (b) gain unauthorised access to, or disrupt the integrity or performance of YPM; (c) modify, copy, translate or create derivative works based on YPM or attempt to discover the source code or underlying ideas or algorithms thereof; (d) reverse engineer, decompile or disassemble YPM; (e) use YPM to build a competitive product or service or copy its features or user interface; (f) use YPM to do product evaluation or benchmarking intended for publication; (g) act or omit to act in any way that damages the Provider's business or reputation; and (h) use or otherwise deal with the Provider’s logos.


If local law allows you to decompile YPM to make YPM interoperable with other software, you shall first ask us in writing to provide you with the information.
Intellectual Property Rights
The YPM User acknowledges that all Intellectual Property Rights in YPM shall be owned by the Provider, and neither the YPM User nor any of its Affiliates have any rights other than to use YPM in accordance with these Terms. If the YPM User breaches clause 5.1 then in consideration for the licence in these Terms it hereby assigns (including a present assignment of future copyright) on creation to the Provider with full title guarantee all Intellectual Property Rights arising from any modifications, amendments or improvements to YPM. The YPM User shall execute promptly any document or do any act at its own cost required by the Provider to complete or formalise this assignment.
The YPM User agrees that it will not, and will procure that its Affiliates will not, do anything which could infringe the Intellectual Property Rights of the Provider. Any and all rights not expressly granted under these Terms shall be reserved by the Provider. The YPM User shall ensure that no copyright notices are removed from YPM and that any copies of YPM shall replicate the copyright notices.
Limitation and Exclusions of Liability and Indemnities:
THE YPM USER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
The Provider licenses YPM to the YPM User on an “as is” basis. Except as expressly provided herein, the Provider hereby disclaims any and all representations, warranties, conditions or terms of any kind, whether implied, statutory or otherwise, to the fullest extent permitted by law, including but not limited to that YPM is suitable for a particular purpose or is of satisfactory quality. The Provider does not warrant that the use of YPM will be uninterrupted or error-free.
Nothing in these Terms shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be limited or excluded by applicable law.
Subject to clause 7.2, the Provider shall not be liable to the YPM User, whether in contract, tort (including negligence), for breach of statutory duty arising under or in connection with these Terms for any loss of profit, revenue or data or any indirect, consequential or incidental loss.
Subject to clause 7.2 the maximum aggregate liability of the Provider to the YPM User (including for all YPM User’s Affiliates or YPM User’s Personnel), whether in contract, tort (including negligence) or for breach of statutory duty shall be capped at £2,000.
The YPM User shall indemnify on demand and hold harmless the Provider and its directors, employees and shareholders from and against any and all losses, claims, damages, costs, expenses (including reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, as a result of or in connection with a breach of these Terms by the YPM User, the YPM User’s Affiliates or the YPM User’s Personnel.
Term and Termination
These Terms will commence when YPM User accepts these Terms and continue until terminated in accordance with these Terms. Either party may terminate these Terms at any time without cause by giving the other party no less than 5 Business Days’ written notice and the Provider may terminate immediately if the YPM User is in breach of these Terms or becomes a competitor of the Provider in the Provider’s reasonable opinion.
Any provision of these Terms that is intended to continue in force after termination shall remain in full force and effect, including without limitation clauses 5.1, 6, 7, 8 and 9.

Termination of these Terms shall not affect any rights of the parties that have accrued up to the date of termination. On termination of these Terms for any reason, the YPM User shall immediately cease to use YPM, and shall procure that any of its Affiliates and the YPM User Personnel shall cease to use YPM, and shall permanently delete all copies of YPM then in its possession, custody or control.

General

No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy.
These Terms contain the whole agreement between the parties relating to YPM and supersede all prior agreements between the parties relating to YPM. Each party acknowledges that, in entering into these Terms, it does not rely on any representation or warranty (whether it was made negligently or innocently) of any person.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, and the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
Any notice or other communication given to a party under or in connection with these Terms may be by email or post to the address provided.
The Provider may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party.
The YPM User shall not, without the prior written consent of the Provider, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms, other than as set out herein.
The YPM User agrees that the Provider may, at the reasonable request of the Provider, inspect and have access to such of the YPM User’s personnel, facilities and books and records, for the purposes of ensuring that the YPM User is complying with these Terms.
These Terms shall be governed by the law of England. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).