SafePassage Terms and Conditions
Last updated: January, 2025
In the event of any discrepancy between a non-English version of these Terms and Conditions and the English version of these Terms and Conditions, the English version (available at https://www.safepassage.co/terms) shall prevail in all respects.
1.Introduction
Please read these Standard Terms of Use (“Terms”)carefully. By using the Service (defined below) or signing up for an account, you represent that you have the authority to bind the company or entity (the “Client”)whose information you provided during registration, and you agree to theseTerms on behalf of the Client. Acceptance of these Terms creates a legal agreement between the Client and SafePassage, S.A.S., a company organized under the laws of Colombia, with its principal place of business at CR 42 No.5 SUR 145, Medellin, Antioquia, Colombia (hereinafter referred to as the “Service Provider”).
The Client and Service Provider are each a “Party”and collectively the “Parties”.
WHEREAS, the Service Provider has developed and operates a proprietary artificial intelligence (AI)-powered age estimation system (the “Service”);
WHEREAS, the Client wishes to use the Service for the purpose of estimating the age of its customers or users;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows:
2.Definitions
For the purposes of thisAgreement, the following terms shall have the meanings set forth below:
2.1. “ServiceProvider” means SafePassage, S.A.S., the entity providing the Service under these Terms.
2.2. “Client” means the company or entity that registered for an account, provided its information during sign-up, and agreed to theseTerms.
2.3. “Services” means the AI-powered age estimation services provided by the Service Provider, including age estimation and document verification, as described in Section 3.
2.4. “Transaction” means a single instance of AI-powered age estimation performed by the Service Provider at the Client’s request.
2.5. “Fees” means the flat fee per Transaction charged by the Service Provider, as specified in Section 4.
2.6. “Effective Date” means the date the Client accepts theseTerms by completing the sign-up process.
2.7. “Confidential Information” means any non-public information disclosed by one Party to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as“Confidential,” “Proprietary” or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
2.8. “Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights(whether registered or unregistered) and all applications for the same, anywhere in the world.
2.9. “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
2.10. “User” means an individual whose age is being verified through the Services at the request of the Client.
3.Services Provided
3.1. Description of Services
The Service Provider shall provide the Client with access to its AI-powered age estimation system, which includes the following core functionalities:
a) Age Estimation: Using artificial intelligence algorithms to estimate the age of individuals based on facial features from submitted images.
b) Document Verification: Analyzing and verifying the authenticity of government-issued identification documents to confirm an individual’s age as well as OCR scan to confirm identification documents meet governmental requirements.
c) API Integration: Providing a secure API that allows the Client to integrate the AI powered age estimation services into their own applications or platforms.
3.2. Service Availability
a) The Service Provider shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:
i) Planned downtime, which the Service Provider shall schedule to the extent practicable during the weekend hours from 6:00 p.m.Friday to 3:00 a.m. Monday, Washington, U.S. Time, or at other agreed-upon times; and
ii) Any unavailability caused by circumstances beyond the Service Provider’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.
3.3. Support Services
a) The Service Provider shall provide technical support to the Client via email or messaging.
b) The Service Provider shall do its best to respond to support requests within 48 hours of receipt.
c) For critical issues that result in the Service being completely inaccessible or unusable, the Service Provider shall make its best efforts to restore services.
3.4. Service Level Agreement (SLA)
The Service Provider commits to the following performance metrics:
a) Service Uptime: The Services shall be available 99% of the time, measured on a monthly basis, excluding scheduled maintenance.
b) Age Estimation Accuracy: The age estimation feature shall have an accuracy rate of at least 95%, as measured by internal testing and periodic audits.
c) Document Verification Speed: The average processing time for document verification shall not exceed 30 seconds per submission.
d) API Response Time: The average API response time shall not exceed 500 milliseconds for 95% of requests, measured over a 24-hour period.
4.Fees and Payment Terms
4.1. Transactional Fees
a) The Client agrees to pay the Service Provider the applicable fees for each Transaction as outlined in the Pricing section on theService Provider’s website (“Pricing Page”).
b) A Transaction is defined as a single COMPLETED instance ofAI-powered age estimation, regardless of whether it involves age estimation, document verification, or both. An abandoned, rejected, incomplete, failed, insufficient, abridged, fragmentary, or otherwise unfinished verification or estimation shall not be a chargeable transaction to the Client.
c) The Transaction Fee includes all services described in Section 3of this Agreement, including API access and standard support services.
4.2. Invoicing
a) The Service Provider shall invoice the Client on a monthly basis for all Transactions processed during the previous calendar month.
b) Invoices will be sent electronically to the email address provided by the Client during the signup process.
c) Each invoice shall include a detailed breakdown of the number of verifications and the total amount due, based on the pricing outlined on the Pricing Page.
4.3. Payment Terms
a) Payment is due within 30 days of the invoice date (“Due Date”).
b) The Client shall make payments in United States Dollars via the payment methods specified on the Pricing Page.
c) If the Client fails to make any payment due to the ServiceProvider under this Agreement by the Due Date, then, without limiting theService Provider’s remedies under Section 9 (Term and Termination):
i) The Service Provider may, without liability to the Client, disable the Client’s access to all or part of the Services while the invoice remains unpaid; and
ii) Interest shall accrue on the overdue amount at the rate of 1.5%per month, or the maximum rate permitted by law, whichever is lower. Such interest shall accrue on a daily basis from the Due Date until actual paymentof the overdue amount, whether before or after judgment.
4.4. Price Changes
a) The Service Provider reserves the right to change the fees forTransactions by updating the Pricing Page on the Service Provider’s website. The Service Provider will provide at least 90 days’ prior notice of any fee changes.
b) If the Client does not agree with the fee changes, the Client may terminate this Agreement without penalty by providing written notice to theService Provider at least 30 days before the new fees are scheduled to take effect.
c) If the Client continues to use the Services after the fee changes take effect, such continued use will constitute acceptance of the new pricing as outlined on the Pricing Page.
4.5. Taxes
a) All fees and other amounts payable by the Client under thisAgreement are exclusive of taxes and similar assessments.
b) The Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Client hereunder, other than any taxes imposed on the ServiceProvider’s income.
4.6. No Refunds
All fees paid hereunder are non-refundable, except as expressly provided in this Agreement or required by applicable law.
5.Obligations
5.1. Compliance
a) The Service Provider and the Client shall comply with all applicable laws and regulations in its use of the Services, particularly those concerning age estimation, data protection, and privacy.
b) The Service Provider and the Client shall obtain and maintain all necessary licenses, consents, and permissions necessary to perform the obligations under this Agreement.
(c) The Service Provider will provide any and all necessary documentation relating to their compliance efforts within forty eight(48) business hours of a request from the Client.
5.2. Data Accuracy
a) The Client shall ensure that all information provided to the Service Provider for age estimation purposes is accurate, complete, and up-to-date.
b) The Client acknowledges that the accuracy of theServices depends on the quality of the data submitted, and the Service Provider shall not be liable for any errors resulting from inaccurate or incomplete data provided by the Client.
5.3. Usage Limits
a) The Client shall not exceed any usage limits specified in this Agreement or as communicated by the Service Provider from time to time.
b) The Client shall not use the Services in any manner that could damage, disable, overburden, or impair the Service Provider’sservers or networks.
5.4. Account Security
a) The Client is responsible for maintaining the confidentiality of all login credentials associated with their account.
b) The Service provider and the Client shall mutually immediately notify each other of any unauthorized use of an account or any other breach of security.
c) The Client is responsible for all activities that occur under their account, whether or not the Client has authorized such activities.
d) The Service Provider shall implement and maintain industry-standard security measures, but shall not be liable for any security breaches resulting from the Client’s failure to secure its own systems or credentials.
5.5. Prohibited Uses
The Client shall not:
a) Use the Services for any illegal or unauthorized purpose.
b) Modify, adapt, or hack the Services or modify another website so as to falsely imply that it is associated with the Services.
c) Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without the express written permission of theService Provider.
d) Use the Services to transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
5.6. Cooperation
The Client shall provide all cooperation and assistance as the Service Provider may reasonably request to enable the Service Provider to exercise its rights and perform its obligations under this Agreement.
6.Data Privacy and Security
6.1. Data Collection
a) The Service Provider shall collect and process only the data necessary to provide the Services, which may include but is not limited to:
i) Facial images for age estimation
ii) Images of identification documents for verification
iii) Personal information extracted from identification documents
b) The Service Provider shall obtain all necessary consents from Users for the collection and processing of their data by theService Provider.
6.2. Data Storage
a) The Service Provider shall store all data collected in connection with the Services in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation(GDPR) and the California Consumer Privacy Act (CCPA).
b) The Service Provider shall implement appropriate technical and organizational measures to protect the data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
6.3. Data Security
a) The Service Provider shall maintain industry-standard security measures, including but not limited to PCI DSS(Payment Card IndustryData Security Standard) and SOC 2 certification:
i) Encryption of data in transit and at rest.
ii) Access controls and authentication mechanisms.
iii) Regular security audits and penetration testing
b) The Service Provider shall ensure that its employees and subcontractors who have access to Client data are bound by appropriate confidentiality obligations.
6.4. Data Retention and Deletion
a) The Service Provider shall retain data only for as long as necessary to provide the Services or as required by applicable laws.
b) Upon termination of this Agreement or upon theClient’s written request, the Service Provider shall securely delete or return all Client data, except as required to be retained by law.
6.5. Data Breach Notification
a) In the event of a data breach affecting the Client’s data, the Service Provider shall notify the Client without undue delay and no later than 72 hours after becoming aware of the breach.
b) The notification shall include, to the extent known:
i) The nature of the breach
ii) The categories and approximate number of individuals concerned
iii) The likely consequences of the breach
iv) The measures taken or proposed to address the breach
6.6. Compliance with Age estimation Laws
a) The Service Provider shall comply with all applicable laws and regulations specific to age estimation, including but not limited to:
i) Children’s Online Privacy Protection Act (COPPA)
ii) GDPR Article 8 (conditions applicable to child’s consent in relation to information society services)
iii) Any and all United States applicable state age estimation statutes, UK age estimation laws, OFCOM, requirements and any country specific age estimation laws in the EU above and beyond those contained in the GDPR.
6.7. Sub-processors
The Service Provider is responsible and holds the Client harmless and indemnifies it for any acts or omissions resulting from the use of any sub-processor by the Service Provider.
6.8. Data Protection Impact Assessment
The Service Provider shall provide the Client with reasonable cooperation and assistance needed to fulfill the Client’s obligation under the GDPR to carry out a data protection impact assessment related to theClient’s use of the Services, to the extent the Client does not otherwise have access to the relevant information, including but not limited to providing up to date data processing maps for its own data processing activities and those conducted by its sub-processors.
7.Intellectual Property
7.1. Ownership
a) The Service Provider retains all right, title, and interest in and to the Services, including all related intellectual propertyrights. No rights are granted to the Client hereunder other than as expressly set forth herein.
b) The Client retains all right, title, and interest in and to any data, information, or materials it provides to the Service Providerin connection with its use of the Services.
7.2. License Grant
a) Subject to the terms and conditions of thisAgreement, the Service Provider hereby grants the Client a non-exclusive, non-transferable, non-sublicensable license to use the Services solely for theClient’s internal business purposes during the term of this Agreement.
b) The Client shall not:
i) Modify, translate, or create derivative works based on the Services;
ii) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
iii) Remove, alter, or obscure any proprietary notices on the Services;
iv) Use the Services for any purpose beyond the scope of the license granted in this section.
7.3. Feedback
a) If the Client provides any feedback, comments, suggestions, ideas, or recommendations regarding the Services (“Feedback”), theClient hereby grants the Service Provider a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
b) The Service Provider shall treat any Feedback as non-confidential and non-proprietary.
7.4. Improvements to ServicesThe Service Provider shall have the right to use, modify, and incorporate into the Services any ideas, concepts, know-how, or techniques contained in the Client’s Feedback, provided that such use does not infringe the Client’s intellectual property rights.
7.5. Trademarks
a) Each party grants to the other party a limited, non-exclusive, non-transferable license to use its name and logo for the sole purpose of identifying the relationship between the parties during the term of this Agreement.
b) Any use of a party’s trademarks shall be in accordance with the owning party’s then-current trademark usage guidelines and shall inure to the sole benefit of the owning party.
7.6. Client Data
The Client grants the Service Provider a limited, non-exclusive, royalty-free license to use, reproduce, and process Client data solely to the extent necessary to provide the Services to the Client.
7.7. Reservation of Rights
All rights not expressly granted to the Client are reserved by the Service Provider. The Client acknowledges that it obtains no rights other than the limited rights expressly granted in this Agreement.
8.Confidentiality
8.1. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party(“Receiving Party”), either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,”“Proprietary” or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
8.2. Obligations
The Receiving Party shall:
a) Use the Confidential Information only for thepurposes of this Agreement;
b) Protect the confidentiality of the Disclosing Party’sConfidential Information with at least the same degree of care as it uses toprotect its own Confidential Information, but in no event less than reasonable care;
c) Limit access to the Disclosing Party’s ConfidentialInformation to those of its employees, agents, and contractors who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein;
d) Not disclose the Disclosing Party’s ConfidentialInformation to any third party without the prior written consent of theDisclosing Party, except as expressly permitted under this Agreement.
8.3. Exclusions
The obligations set forth in this section shall not apply to any information that:
a) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
c) Is received from a third party without breach of any obligation owed to the Disclosing Party;
d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
8.4. Permitted Disclosures
The Receiving Party may disclose ConfidentialInformation to the extent required by law, regulation, or valid order of acourt or other governmental body, provided that:
a) The Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, to the extent permittedby law;
b) The Receiving Party cooperates with the DisclosingParty in obtaining a protective order or other appropriate remedy;
c) Any disclosure is limited to the minimum extent necessary to comply with the legal requirement.
8.5. Return or Destruction of Confidential Information
Upon termination of this Agreement or upon theDisclosing Party’s written request, the Receiving Party shall:
a) Return all tangible materials containing ConfidentialInformation;
b) Permanently erase all electronic copies ofConfidential Information from its systems;
c) Certify in writing to the Disclosing Party that it has complied with the requirements of this section.
8.6. Duration of Confidentiality Obligations
The confidentiality obligations set forth in this section shall survive the termination or expiration of this Agreement for a period of five (5) years.
8.7. Remedies
Both parties acknowledge that any breach of the confidentiality obligations set forth in this section may result in irreparable harm to the Disclosing Party, for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or inequity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this section.
9.Term and Termination
9.1. Term
This Agreement shall commence on the Effective Date and shall continue for an initial term of thirty (30) days (the “Initial Term”), unless terminated earlier in accordance with this section. Thereafter, this Agreement shall automatically renew for successive thirty (30) day periods (each, a“Renewal Term”), unless either party provides notice of non-renewal at least fifteen (15) days prior to the end of the then-current term through their account settings or by contacting the Service Provider via the designated support channels.
9.2. Termination for Convenience
Either party may terminate this Agreement for convenience by providing notice through their account settings or by contacting the ServiceProvider at least fifteen (15) days before the desired termination date.
9.3. Termination for Cause Either party may terminate this Agreement for cause:
a) Material Breach: Upon immediate notification to the other party of a material breach if such breach remains uncured at the expiration ofa specified cure period as communicated in the notification.
b) Insolvency: Immediately upon notification if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.4. Effects of Termination Upon termination or expiration of this Agreement:
a) Rights Termination: All rights granted to the Client under this Agreement shall immediately terminate.
b) Cease Use: The Client shall cease all use of the Services.
c) Outstanding Fees: The Client shall pay to the ServiceProvider any unpaid fees covering the remainder of the term of all subscriptions.
d) Confidential Information: Each party shall return or destroy all Confidential Information of the other party in accordance withSection 8.5.
9.5. Data Portability Upon request by the Client made within seven (7) days after the effective date of termination or expiration of this Agreement, the ServiceProvider will make the Client’s data available for export or download through the Client’s account interface. The Service Provider will keep the data available to the Client for sixty (60) days, after which the Service Provider shall have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client data in its systems or otherwise in its possession or under its control.
9.6. Surviving Provisions The following provisions shall survive the termination or expiration of this Agreement: Sections 4 (Fees and Payment Terms, with respect to amounts owed as of termination), 6 (Data Privacy and Security), 7(Intellectual Property), 8 (Confidentiality), 9.4 (Effects of Termination), 9.5(Data Portability), 9.6 (Surviving Provisions), 10 (Limitation of Liability),11 (Indemnification), and 12 (Governing Law and Dispute Resolution).
9.7. Transition Assistance Upon request by the Client made within thirty (30) days after the effective date of termination, the Service Provider shall provide reasonable transition assistance services to facilitate the orderly transfer of theServices to another service provider or t o the Client itself. Such transition assistance services shall be provided on a time and materials basis at theService Provider’s then-current professional services rates.
10.Limitation of Liability
10.1. Limitation of Liability
EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 7 (INTELLECTUAL PROPERTY) OR 8(CONFIDENTIALITY), OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OFUSE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c) The Service Provider shall not be liable for any damages arising from third-party services or integrations, even if SafePassage has been advised of the possibility of such damages.
d) The Service Provider shall not be liable for any data breaches or unauthorized access resulting from the Client’s failure to implement adequate security measures or from the Client’s own negligence.
10.2. Exclusions
The limitations set forth in Section 10.1 shall not apply to:
a) Damages or other liabilities arising out of or relating to a party’s failure to comply with its obligations under Section 6(Data Privacy and Security);
b) Either party’s indemnification obligations underSection 11;
c) Damages or other liabilities arising out of or relating to a party’s gross negligence, willful misconduct, or fraud.
10.3. Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND THE SERVICE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, ORBE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
THE SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. THE CLIENT ACKNOWLEDGES THAT THE SERVICES INCLUDE AI-POWERED TECHNOLOGY, AND THEREFORE, RESULTS ARE ESTIMATES AND NOT DEFINITIVE DETERMINATIONS.
10.4. Basis of the Bargain
The parties acknowledge that the limitations of liability set forth in this Section 10 are an essential element of theAgreement between the parties and that in the absence of such limitations, the economic terms of this Agreement would be substantially different.
11. Indemnification
11.1. Indemnification by Service Provider
The Service Provider shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by the Client arising out of or related to any third-party claim alleging:
a) The Services infringeor misappropriate such third party’s intellectual property rights;
b) A material breach byService Provider of any representation, warranty, covenant, or obligation under this Agreement; or
c) Gross negligence or willful misconduct of the Service Provider in connection with this Agreement.
d) Any violation of any regulation, law, statute, ordinance, provision of legislation related to the provision of services by the Service Provider pursuant to the terms of thisAgreement.
11.2. Indemnification by Client
The Client shall indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by the ServiceProvider arising out of or related to any third-party claim alleging:
a) The Client’s use of the Services in violation of this Agreement or applicable law;
b) A material breach byClient of any representation, warranty, covenant, or obligation under thisAgreement; or
c) Gross negligence or willful misconduct of the Client in connection with this Agreement.
11.3. Indemnification Procedure
The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense.The indemnifying party shall immediately take control of the defense and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any claim in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 11.3shall not relieve the indemnifying party of its obligations under this Section11 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure.
11.4. Exclusive Remedy
This Section 11 sets forth the entire liability and obligation of the indemnifying party and the sole and exclusive remedy of the indemnified party for any damages covered by this Section 11.
11.5. Mitigation of Infringement Claims
If the Services become, or in the Service Provider’s opinion are likely to become, the subject of a claim of infringement, theService Provider may, at its option and expense:
a) Procure for the Client the right to continue using the Services;
b) Modify the Services to make them non-infringing;
c) Replace the Services with functionally equivalent, non-infringing services; or
d) If the foregoing options are not reasonably practicable, terminate this Agreement and refund to the Client any prepaid fees for Services not performed as of the effective date of termination.
12.Governing Law and Dispute Resolution
12.1. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Colombia, without giving effect to any choice or conflict of law provision or rule.
Any legal action or proceeding with respect to this Agreement or any issues related to this Agreement shall be brought exclusively in the competent courts of Bogotá, Colombia, which courts shall have exclusive jurisdiction concerning any such legal action or proceeding. Each of the parties hereto hereby irrevocably waives any objection (including withoutlimitation any objection to venue based on the grounds of inconvenient forum)which it may now or hereafter have to the exclusive venue of any such legal action or proceeding being in such above specified courts.
THE PARTIES TO THIS AGREEMENT AGREE THAT EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL. Thus, in the event any lawsuit is ever filed by any party relating to this Agreement or the subject matters of this Agreement, the court will be the trier of fact in any such lawsuit and there will be no jury in any such lawsuit.
12.2. Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
12.3. Costs
Except as otherwise provided in this Agreement, the parties shall each bear their own costs in connection with the resolution of any Dispute.
12.4. Continued Performance
The parties agree to continue performing their respective obligations under this Agreement while any Dispute is being resolved, except tothe extent the issue in dispute precludes performance.
13.Miscellaneous
13.1. Entire Agreement
This Agreement, together with all Exhibits and Appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
13.2. Amendments
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
13.3. Assignment
Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the other party’s consent. Any purported assignment in violation of this section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.
13.4. Notices
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other party through the following methods, using the contact information provided during the signup process or as otherwise designated by the receiving party in accordance with this section:
To Service Provider:
SafePassage, S.A.S.
CR 42 No.5 SUR 145, Medellin, Antioquia, Colombia
Email: juancarlos@safepassage.co
Attention: Juan Carlos Ocampo
To Client:
The Client’s contact information as provided during the signup process, including:
• Company Name: [Client Company Name]
• Address: [Client’s Address]
• Email: [Client’s Email Address]
• Attention: [Client’s Contact Name/Title]
Notices sent in accordance with this section will be deemed effectively given:
a) When received, if delivered by hand (with written confirmation of receipt);
b) When received, if sent by a nationally recognized overnight courier (receipt requested);
c) On the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or
d) On the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
13.5. Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; © war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.
13.6. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.7. Waiver
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.8. Cumulative Remedies
The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
13.9. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
13.10. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
13.11. Equitable Relief
Each party acknowledges that a breach by a party of Section 7 (Intellectual Property) or Section 8 (Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
13.12. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
14. Service-Specific Terms
14.1. AI Powered Age Estimation Accuracy
a) The Client acknowledges that the Service Provider’s AI powered age estimation technology is based on artificial intelligence and machine learning algorithms, and as such, it provides an estimate rather than a definitive determination of age.
b) The Service Provider warrants that its AI powered age estimation service will perform with an accuracy rate of at least 90%, as measured by internal testing and periodic audits. However, the Client acknowledges that individual results may vary.
c) The Client agrees to use the age estimation feature as part of a broader AI powered age estimation process and not as the sole determinant for age-restricted access or services.
14.2. Document Verification Process
a) The document verification service provided by the Service Provider involves the following steps:
i) Image capture or upload of the identification document
ii) Optical Character Recognition (OCR) to extract relevant information
b) The Client acknowledges that the effectiveness of the document verification process depends on the quality of the document image provided and the availability of reference databases.
c) The Service Provider shall make commercially reasonable efforts to detect fraudulent or altered documents but does not guarantee the detection of all such documents.
14.3. False Positives/Negatives
a) In the event of a false positive (incorrectly verifying an underage individual) or false negative (incorrectly rejecting an of-age individual), the following process shall apply:
i) The Client shall report the incident to the Service Provider within 24 hours of discovery.
ii) The Service Provider shall investigate the incident and provide a report to the Client within 5 business days.
iii) If the false result is determined to be due to a malfunction of the Service, the Service Provider shall refund the fee for that specific verification.
b) The Client acknowledges that occasional false positives and negatives are inherent in any age estimation system and agrees to implement appropriate appeal or secondary verification processes for users who believe they have been incorrectly categorized.
14.4. Data Retention for AI Powered Age estimation
a) The Service Provider shall retain only the minimum necessary data required to provide the AI powered age estimation service and comply with applicable laws and regulations.
b) Unless otherwise required by law, the Service Provider shall retain the following data for the specified periods: i) AI Powered Age estimation results: 30 days ii) Document verification results: 90 days iii) Transaction logs (non-personal data): 1 year
c) The Client may request longer retention periods in writing, subject to additional fees and compliance with applicable data protection laws.
14.5. Compliance with AI Powered Age estimation Laws
a) The Service Provider shall maintain compliance with relevant AI powered age estimation laws and regulations, including but not limited to:
i) Children’s Online Privacy Protection Act (COPPA)
ii) General Data Protection Regulation (GDPR) Article 8
iii) Age Appropriate Design Code (where applicable)
b) The Client is responsible for ensuring that its useof the Service complies with all applicable laws and regulations in its jurisdiction(s) of operation.
14.6. Updates to AI Powered Age estimation Technology
a) The Service Provider may update its AI powered age estimation algorithms and processes from time to time to improve accuracy and efficiency.
b) The Service Provider shall notify the Client of any significant updates that may affect the use or interpretation of verification results at least 30 days prior to implementation.
14.7. Training and Support
a) The Service Provider shall provide initial training on the proper use and interpretation of the AI powered age estimation service at no additional cost.
b) Ongoing support and additional training sessions may be provided at the Service Provider’s then-current professional services rates.
14.8. Use of AI and Machine Learning
a) The Client acknowledges that the Service Provider’s AI powered age estimation technology incorporates artificial intelligence and machine learning components that may evolve over time based on aggregated, anonymized data.
15. Compliance and Audits
15.1. Regulatory Compliance
a) The Service Provider represents and warrants that it shall comply with all applicable laws, regulations, and industry standards related to age estimation services, data protection, and privacy, including but not limited to:
i) General Data Protection Regulation (GDPR)
ii) California Consumer Privacy Act (CCPA)
iii)Children’s Online Privacy Protection Act (COPPA)
iv) Age Appropriate Design Code (where applicable)
v) ISO/IEC 27001 Information Security Management
vi) PCI DSS standards
vii) SOC 2 certification
b) The Service Provider shall maintain all necessary licenses, certifications, and registrations required to provide the Services in compliance with applicable laws and regulations.
c) The Service Provider shall promptly notify the Client of any changes in applicable laws or regulations that may materially affect the provision of the Services or the Client’s use thereof.
15.2. Compliance Documentation
a) Upon written request from the Client, the Service Provider shall provide documentation demonstrating its compliance with applicable laws, regulations, and industry standards, including:
i) Compliance certificates
ii) Results of recent security assessments
iii) Privacy impact assessments
iv) Data protection policies and procedures.
v) Data processing maps.
b) The Service Provider may redact confidential or commercially sensitive information from such documentation, provided that the redactions do not materially impair the Client’s ability to assess compliance.
15.3. Client Audits
a) The Client shall have the right, at its own expense, to conduct an audit of the Service Provider’s compliance with this Agreement and applicable laws and regulations once per calendar year, upon five (5) days’ prior written notice.
b) Such audits shall be conducted during regular business hours and in a manner that does not unreasonably interfere with the Service Provider’s normal business operations.
c) The Client may engage a third-party auditor to conduct the audit, provided that such auditor is not a competitor of the Service Provider and agrees to confidentiality obligations no less restrictive than those set forth in this Agreement.
d) The scope of the audit shall be limited to matters directly related to the Service Provider’s provision of the Services and compliance with this Agreement.
15.4. Regulatory Audits
a) In the event of an audit or investigation by a regulatory authority related to the Services provided under this Agreement, each party shall cooperate fully with the other party and the regulatory authority.
16. Updates and Modifications to the Service
16.1. Continuous Improvement
a) The Service Provider is committed to continuously improving the Services and may, from time to time, update, modify, or enhance the Services (“Updates”).
b) Updates may include, but are not limited to:
i) Improvements to the accuracy of age estimation algorithms
ii) Enhancements to document verification processes
iii) New features or functionalities
iv) Security improvements
v) Performance optimizations
vi) User interface changes
17. Acceptance of Terms
By clicking the “I Agree” checkbox and completing the signup process, you (“Client”) acknowledge that you have read, understood, and agree to be bound by these Standard Terms of Use (“Terms”) and any additional terms and conditions incorporated by reference. This online acceptance constitutes a legally binding agreement between you and SafePassage, S.A.S. (“Service Provider”).
17.1. Electronic Agreement
The Client agrees that the electronic form of these Terms and any actions taken by the Client to accept these Terms satisfy any legal requirements for agreements in writing under applicable laws, including but not limited to electronic signatures and electronic records laws.
17.2. Confirmation of Acceptance
Upon acceptance of these Terms, the Client will receive a confirmation email containing a copy of the Terms and details of the agreement. It is the Client’s responsibility to retain this confirmation for their records.
17.3. Modification of Terms
The Service Provider reserves the right to modify these Terms at any time. Any changes will be communicated to the Client through the Service Provider’s website and will become effective upon posting. Continued use of the Services after such changes constitutes acceptance of the revised Terms.