"Online Identity Verification - Natural Person ICT" Purchase Agreement

"ONLINE IDENTITY VERIFICATION - NATURAL PERSON ICT" PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the "Agreement") sets forth the terms and conditions that apply to all online purchases of the “Online Identity Verification - Natural Person ICT" service by Customer from IT Legals Ltd (ITL).

Customer and ITL hereby agree as follows:

DEFINITIONS AND INTERPRETATION: in this Agreement the following words and expressions shall have the following meanings: 1) “Amlexa” means the ITL's solution for the remote and automated AML/CFT Due Diligence of the Customer. 2) "Check" means verifying that personal data or information obtained from the user are correct or true by comparing them with publicly available information or commercial databases of third parties. 3) “Customer Due Diligence” (CDD) means the anti-money laundering process of Identification, Verification, Risk Assessment and Ongoing Monitoring of a User. 4) “Data” means all the information and documentation used by the Amlexa for the CDD, including those relating to natural persons, legal persons or other subjects and the original source materials containing such data. 5) "Extra Services" means other services, payable on consumption (ex: checks based on commercial databases or products or services of third parties…). 6) “Fees” means the fees payable by the Customer for the Amlexa as set out in the Amlexa Offer. 7) "Identification" means obtaining a set of personal data or information directly from the User online or via a mobile device. 8) "Investigation" means verifying that personal data or information obtained from the user are correct or true comparing them with documents, issued by reliable and independent third parties, provided directly by the user online or via mobile device. 9) "Monitoring" means automatically checking the level of completion of the user identification, verification and risk assessment processes. 10) “Partner” means the natural or legal person who has filled in and signed for acceptance a “Amlexa Partnership Agreement”. 11) "Platforms" means all the products and services of third party used by the Amlexa for the CDD process. 12) "Risk Evaluation" means estimating the risk of AML / CFT on the basis of personal data, information and documents, provided directly by the user online or via a mobile device, using Amlexa's anomaly indicators. 13) “User” means the Client of the Customer. 14) “Technical Documentation” means the technical specifications and features of the Amlexa product and service.15) "Validation" means verifying that personal data or information obtained from the user are correct only in their form and not in their content.16) "Verification" means obtaining a set of documents, issued by reliable and independent third parties, directly by the user online or via a mobile device.

ONLINE IDENTITY VERIFICATION - NATURAL PERSON ICT (Service): This remote identification service was created on the basis of a specific agreement between ITL and “Island of Change Trust” (ICT) for verifying the identity of natural persons users of the ICT platform. This service can be purchased exclusively by users of the ICT platform for the purposes set out in the convention agreement signed by ITL and ICT. In consideration of the payment of the Fees by the Customer to ITL, ITL grants to the Customer and Users a non-exclusive, non-transferable licence to access and use the Service in accordance with this Agreement, solely for users of the ICT platform. The Customer shall not provide access to this service to any other third party not authorized under this Agreement, without ITL’s prior written consent. By purchasing the Service, the Customer authorizes ITL to communicate the outcome of the identification process to ICT for the purpose of verifying the identity of users accessing its platform.

INTELLECTUAL PROPERTY: The Customer acknowledges that all Intellectual Property Rights in the Amlexa are owned by ITL, ITL’s licensors and/or owners of rights in the Data and Platforms. The Customer shall not remove, edit or otherwise interfere with any copyright notices, names, marks, logos or branding on the Amlexa. The Customer shall not (and shall ensure that the Users shall not): a) copy, record, edit, alter or translate any of the Amlexa, including the underlying software or any part of the Amlexa; b) reverse engineer, disassemble or otherwise attempt to derive source code for the Amlexa in whole or in part; c) in any manner damage or impair any of the ITL's and its licensors' Intellectual Property Rights; d) create database or software from the source code or the results of the Amlexa. ITL shall be entitled to copy, register and use all the data inputted by the Customer and Users for any purpose consistent with applicable laws, including for its regulatory compliance purposes and to monitor and improve the Amlexa.

FEES: The Customer will pay ITL the Fees for access and use of the Service. The Fees are based on the number of identifications, using a prepaid credit system. Customer Due Diligence and Know Your Customer are not included in the Service and they are to be considered as Extra Services. The Extra Services are not included in the Service, but they must be purchased separately. The Customer has, at any time, the right to purchase Extra Services or more packages of users. All rates quoted in the Amlexa Store are exclusive of VAT and all other applicable taxes and bank charges are exclusive. The ITL Offer does not include any integration or customization services or any other software or hardware development or implementation services; these services are to be considered extra services and can be purchased separately. By signing this contract, the customer declares to have read and accepted ITL's technical supply documentation.

THE CUSTOMER'S OBLIGATIONS AND UNDERTAKINGS: The Customer undertakes that it shall: a) only use the Service for its own internal legitimate identification purposes; b) comply with all laws and prescriptions in respect of use of the Service; c) be the only responsible for the legal compliance decisions and corrective actions arising from the use of the Service; d) keep all data, accessed using the Service, confidential and secure; e) not use the Service for any illegal or inappropriate purposes; f) not use the Service for marketing purposes or resell or broker Amlexa to any third party, or for any personal (non-business) purposes without the ITL's written consent; g) not use the Service, without ITL’s written consent, to provide data processing or legal compliance services to third-parties, to evaluate data for third parties or to compare Amlexa against a third parties services and/or to create a competing product or similar service; h) register and keep a copy of the CDD reports for the period prescribed by law on your informatic system for any legal or commercial purpose or request of the Competent Authorities. The Customer undertakes that it shall not, nor attempt to: a) interfere with or disrupt the proper operation of ITL's software, hardware, systems or networks, including (but not limited to) not knowingly or negligently transmitting files that may interrupt, damage, destroy or limit the functionality of any computer software, hardware, systems or networks, including corrupted files or files that contain viruses, trojans, worms, spyware or other malicious content; b) gain unauthorized access to ITL's computer system or the computer system(s) of any other user, to which the Customer does not have access rights; c) take any action which does or may cause ITL's service to the users to be interrupted or degraded. The Customer undertakes to not use (and shall ensure that the Users do not use) the Amlexa to: a) convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature; b) knowingly or negligently upload or download files that contain software or other material protected by Intellectual Property Rights (or by rights of confidentiality or privacy of publicity, where applicable) unless the Customer owns or controls the rights thereto or have received all necessary consents; c) falsify the origin or source of any Data, Platforms or other material. In the event ITL determines or reasonably suspects that the Customer has breached an obligation and/or undertaking set out in this Agreement or that continued provision of Amlexa to the Customer entails a potential security risk, ITL reserves the right to suspend or terminate access to the Amlexa at any time without notice to the Customer. The Customer agrees that it is solely responsible for use of the Service by it and its Users and shall be responsible for the acts and omissions of the Users in relation to use of the Service (including the login user IDs and passwords), as if they were its own acts or omissions. The Customer shall procure that the Users access and use the Service strictly in accordance with the terms of this Agreement. The Customer shall inform all Users prior to allowing access to Service on Customer’s obligations under this Agreement. In the event that ITL is not able to complete the Identification as required by law, the Customer undertakes that it shall not to carry out financial transactions or establish or carry on a business relationship and to evaluate whether to report a suspicious transaction to the FIU.

DURATION AND TERMINATION: This Agreement shall remain in force for one year commencing on its signature date. ITL may terminate this Agreement immediately upon written notice to the Customer where the Customer is in material or persistent breach of any of the terms of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of receiving written notice of the breach. Upon expiry or termination of this Agreement, the Customer shall (and shall ensure that the Customer's Users shall) immediately cease to use or have access to the Service. The Customer shall be entitled to retain the CDD records and reports, downloaded before the contract expiration, as strictly required for its own regulatory compliance or legal purposes. At the end of the contractual period, the Customer will lose the right to access and use the Service and to receive all the products and services purchased, even if paid but not yet used.

ITL'S OBLIGATIONS, UNDERTAKINGS, AND DISCLAIMER. ITL shall provide the Service in accordance with this Agreement.  ITL undertakes that it will employ Good Industry Practice standards in the delivery of the Service in order to ensure that the Service is free of errors, defects or viruses. ITL makes no express or implied undertaking, representation or warranty that the Service will be available for access all the time, or at any time on a continuous uninterrupted basis (access to the Service may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades). The Customer acknowledges and agrees that the data for the Identification process is collected by ITL directly from the users or, in case of extra services, indirectly from selected public and private records or other sources, including Third Party Platforms. ITL does not take any steps to externally verify the accuracy or completeness of Data and to analyze the performance and to solve all the problems of the Third Parties Platforms and ITL does not make any warranty or representation that Data it is accurate or up to date and that the final result of the Identification process it is correct and fully compliant with the law requirements. The Data and Platforms are therefore provided to the Customer "as is" and with no undertaking as to the completeness of the Data and correctness of the results of the Platforms. The Amlexa is not the source of the Data, nor are they a comprehensive compilation of the Data, and it is not the only platform used to obtain the result of the Identification process. The Customer acknowledges that Data and results of the Platforms supplied by ITL to the Customer is not intended to be used as the sole basis for any decision significantly affecting the Identification and that Customer is the only responsible for any decisions or actions it takes in the legal compliance process required by the AML/CFT laws. Other than as expressly set out in this Agreement, ITL makes no warranties, whether express or implied, written or oral, statutory or otherwise, with respect to the Service, Amlexa or the Data or the Platforms, including, without limitation, any warranty of title, satisfactory quality or fitness for a particular or legal purpose and no representation or statement not expressly contained in this Agreement will be binding on ITL.

LIMITATION OF LIABILITY AND INDEMNITY: Nothing contained in this Agreement shall restrict the Customer’s liability for damage, death or personal injury resulting from any act, omission or negligence of the Customer or its users, officers, agents, employees or sub-contractors; for any fraudulent misrepresentation; any breach of law obligations or any other liability that cannot be excluded by law. ITL shall not be liable to the Customer for any claim to the extent that the same is or can be characterized as a claim – regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether ITL knew or had reason to know of the possibility of the loss, injury, or damage in question – for (or arising from): a) loss of profits or anticipated savings; b) loss of goodwill or injury to reputation; c) loss of business opportunity; d) loss of data; e) damage to data; f) losses suffered by third parties g) indirect, consequential or special loss or damage. ITL's aggregate liability to the Customer in respect of all losses, damages, costs, expenses or claims arising out of or in connection with this Agreement (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all, or in respect of any indemnities given) shall not exceed one euro (€ 1). The Customer shall indemnify ITL and keep ITL indemnified and hold ITL harmless against all losses, damages, costs and expenses (including professional fees) incurred by ITL, the Customer, the User or any third party, directly or indirectly, arising out of or in connection with: a) the use of the Service by the Customer, the Users or any third party; b) the collection, processing, use, or transfer of personal data  arising from the use of the Service; any Security Event; c) the Customer’s and/or User's failure to comply with any term of this Agreement; d) the Customer’s and/or User's failure to comply with the AML/CFT laws or any other law applicable to use of the Service or Amlexa. Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder other than a payment obligation to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Party. Any written notice given under this Agreement by one Party to the other must be in writing and may be delivered personally, by pre-paid registered courier or by email.

GOVERNING LAW AND JURISDICTION: The purchase of the ITL's services and products is governed exclusively by this Agreement, the ITL's Technical Documentation and the ITL's Privacy Notice, here fully recalled, known and accepted by the Customer. This Agreement constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes any previous agreement, understanding, representation or negotiation whether oral or written between the Parties relating to such matters. Each Party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. No variation of this Agreement shall be valid unless it is in writing and signed by a duly authorized representative of each Party. ITL shall at any time have the right to change, add to, modify, or remove the Amlexa or any part of the Amlexa, including its method of Identification, which are necessary to comply with, including but not limited to, a change in any relevant laws or regulations or interpretation thereof, modification in ITL policies, industry standards, safety requirements or third party agreements, a Security Event, or make such changes at its sole discretion. Following receipt of notice and its continued use of the Service, the Customer agrees to, and shall comply with, such changes or modifications and its obligations under this Agreement. In the event that ITL discontinues a material part of the Amlexa that the Customer regularly uses in the ordinary course of its business, and the Customer has paid a Fee for such Amlexa, ITL will, on the Customer’s request, issue a prorated credit of sums, already paid by the Customer, to the Customer’s account corresponding to such removed part. Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or at law or in equity shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement shall not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. No term of this Agreement is intended to confer a benefit on, or be enforceable by, any person who is not a Party to this Agreement. Nothing in this Agreement is intended to create an agency relationship, a partnership or joint venture of any kind between the Parties. The Customer may not assign, sub-contract or transfer in any way any of its rights, liabilities and/or obligations under this Agreement on a temporary or permanent basis to any third party without the prior written consent of ITL. If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid or unenforceable then such part shall be severed from the remainder of this Agreement which shall remain valid and enforceable to the fullest extent permitted by law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of Malta. Each Party irrevocably submits to the exclusive jurisdiction of the Courts of Malta over any claims or matters arising under or in connection with this Agreement. For the purpose of this agreement, ITL will act as data processor of the Customer. The Customer declares to have read the ITL's privacy notice and to have given appropriate consent to the processing personal data. The Customer undertakes that it shall appoint ITL as Data Processor to art. 28 of Regulation (EU) 2016/679 (GDPR).

IN WITNESS HEREOF, as of the Effective Date, the authorized representative of each of the Parties hereto agrees to the terms and conditions of this Agreement.

Valletta, 04 April 2024