Terms of Service – Procivis One Trial Environment

Version: 13.05.2024

1.0 Introduction

These specific Terms of Service (“Terms”) is a legal agreement between you and Procivis AG (“Procivis”) for the use of our hosted decentralized digital identity and credential platform “Procivis One Trial Environment”, herein referred to as the “Service”.

The Service includes software code, images, text, and other materials, and third-party content (“Components”).

The Service is provided for testing purposes only.

2.0 Acceptance of Terms

YOU MUST REPRESENT A LEGAL ENTITY TO USE THE SERVICE AND YOU ARE AUTHORIZED TO ACT ON BEHALF OF THAT ENTITY.

To use the Service, you must review and accept these terms of service. By requesting access to our Service, indicating acceptance electronically, or by accessing or using our Service, you agree to a full, complete and unreserved acceptance of each and every one of the terms and conditions included in these Terms.

This Agreement includes:

• Procivis’ Privacy Policy & Cookies Policy
• Any terms provided separately to you for the Service, including product terms, payment terms, data processing agreements, etc.
• Additional terms and conditions, which may include those from third parties.

IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU SHALL REFRAIN FROM USING THE SERVICE.

3.0 Intellectual Property

All intellectual property rights in and to the Service and any of its parts (“Components), including copyright, are owned by Procivis or its licensors or assignees. Other than as expressly provided in these Terms, nothing in these Terms operates to transfer or assign ownership of intellectual property rights, or confers on you any right, title or interest in or to any of Procivis’ intellectual property rights or to any third party intellectual property rights.

You must not reverse-engineer, decompile, disassemble, attempt to derive the source code of, modify, copy or create derivative works of the Service, any updates, or any part of the Service.

You own your “Content”. When you transfer your Content into our Services, you grant us a non- exclusive, transferable and sublicensable license to use, copy, communicate, transmit, store, analyze, adapt and back up all transferred data to provide the Services and Materials to you and your End Users.

4.0 Service and License

The Service is provided as a trial environment with access for a limited time period (“Trial Period”). For this reason, use of the service is only permitted outside of productive environments, which excludes both direct use in productive environments and indirect connection to such productive environments.

In addition, you must take into account with regard to the use of the Service permitted, that it is provided as a trial environment for test data. Procivis provides no guarantee in case of the occurrence of damage in the event that the Service does not function or functions incorrectly. Users of the Service have to take suitable precautions and safety measures (i.e. by using only test data).

Procivis does not owe personalization of the Software.

You have no claim to a further development of the Software or - should it be further developed - to a transfer/granting of rights of use regarding the further developed Software. In particular, Procivis' obligation to perform does not include any updates or releases published or appearing with regard to the Software, irrespective of their content, insofar as these are not already an integral part of the Service.

However, Procivis may update and further develop the Software at any time and adapt it for any reason it deems necessary. As far as a further development of the Software is provided in the Service you are obliged to exclusively use the latest version of the Software.

The Service does not include any specific documentation for the Service or any of its Components.

Other services, in particular advice related to the Service, information on the functionality and the operation/use of the Service, support for the use of the Service, as well as the provision of other support and assistance, are not owed by Procivis, unless these are expressly agreed between the parties and confirmed by Procivis in writting (i.e., “Order Confirmation”).

Limited to the time specified in your Order Confirmation or until termination of these Terms and as long as you meet any applicable obligations and comply with these Terms, Procivis grants to you a non- exclusive, non-transferable, revocable license, without the right to grant sublicenses to access the Service. No other right of use, alteration, exploitation, reproduction, distribution or public communication of the Service and/or its Components other than those expressly provided for herein is conferred on you upon receipt of a valid Order Confirmation. Procivis reserves all other rights in the Service and its Components.

Only individuals representing your legal entity (i.e., employees) are permitted to use the Service.

5.0 Client, Administrator and End Users

By obtaining a software subscription to access the Service you are granted the role of “Client”.

Clients must complete a Client registration in order to access the Service, where information of the legal entity and contact information will be requested. The registration information must be accurate, current and complete. During the term of these Terms, Clients shall keep the registration data updated so that Procivis may send notices, statements and other information for the purpose of providing the Service.

Clients may designate an “Administrator” to configure, manage and administer the Service. The Client is responsible for the compliance of the Administrator with these Terms, including what the Administrator does with the Client's data, and for all expenses incurred by the Administrator. The Administrator must belong to the Client's organization.

Clients may use the Service to develop Client applications related to the “Purpose” indicated when registering for the Service. Subject to compliance with these Terms, Clients may grant their own users limited rights to use the Service solely to view and interact with such resource through your Client Applications. Client’s own users that view and interact with such resources are considered “End Users”.

Clients may not allow End Users to use the Service for purposes unrelated to supporting Client’s own Purpose nor grant End Users administrator, configuration or similar rights to our Service.

Procivis has no direct or indirect warranty, indemnification or other liability or obligation of any kind to the End Users.

6.0 Client Data

Your information (incl. technical data such as DIDs, cryptographic key pairs and credentials) licitly obtained from End Users and stored in your Service account (“Account”), credentials licitly issued by you or to you, your backup files, and any other data, included but not limited to Administrator’s Personal Data, billing, and legal entity data, that you provide to us are referred to here as “Client Data”.

YOU ACKNOWLEDGE AND ACCEPT THAT YOU ARE SOLELY RESPONSIBLE FOR THE LEGALITY, RELIABILITY, INTEGRITY, ACCURACY AND QUALITY OF YOUR CLIENT DATA.

You may request the deletion of all your Client Data from your Account from Procivis.

When setting up an Account, you acknowledge and consent to the creation of technical data such as decentralized identifiers (“DIDs”) and cryptographic keys on your behalf.

Private keys will be used by the Service to execute signing and encryption or decryption activities within the Service. You agree to keep your private keys confidential and to not share it with anyone else.

The Service allows you to issue or verify personal information to/from End Users in electronic format (i.e., “Credentials”). Such information may be stored in your Account.

Procivis makes no representation or warranty regarding the veracity or accuracy of Credentials issued by YOU, BY End Users or BY OTHER Third Parties.

You are responsible for complying with the terms and conditions that End Users and Third Parties may impose on their Credentials and you agree not to hold Procivis liable for any infringement of such terms and conditions.

You are responsible for your End Users’ use of your Content and the Service. You must ensure all End Users comply with these Terms. Procivis does not provide any support or services to End Users.

You acknowledge and agree that Procivis may delete your Client Data from time to time at its sole discretion, unless agreed otherwise and confirmed in writing (i.e., in your Order Confirmation).

7.0 Third Party Services and Materials

The Service may interact with third party services (e.g., links to other sites) and display, or make available certain third-party data, information or content (“Third Party Materials”). You interact with third party services and use the Third Party Materials at your own risk. Procivis is not responsible for examining or evaluating the content or accuracy of any Third Party Materials, and will not be liable in relation to any Third Party Materials. You must not use the Third Party Materials in any manner that is inconsistent with the Terms or that infringes the intellectual property rights of Procivis or any third party.

You are solely responsible for complying with the terms of any applicable third-party agreement or license terms that apply in connection with such Third Party Materials.

You represent and warrant that, when using the Service to access and interact with third-party services that you are acting in compliance with all the relevant service’s terms and agreements, and that you are authorized to do so.

8.0 Data Processing

In accordance with the applicable data protection regulations, Personal Data provided while using the Service may be processed by Procivis as a Data Controller under the provisions of the Privacy Policy and Cookies Policy. By using the Service, you acknowledge and accept the processing of such Personal Data and declare that all information or data provided is true, current and corresponds to reality.

Where Procivis acts as a (Sub-)Processor of Personal Data for the performance of the Service under these Terms, the Data Processing Agreement (“DPA”) (see Annex I) shall govern the applicable terms for collection, processing and controlling of Personal Data.

9.0 Fees and Payment Terms

You agree to pay fees as set forth in any order form or an Order Confirmation by Procivis.

10.0 Security

PROCIVIS DOES NOT GUARANTEE OR OTHERWISE WARRANT SECURITY OF THE SERVICE.

By using the Service or accessing its Components, you acknowledge these inherent risks.

You agree to regularly update the operating system of your device and of any other computing system of the Administrators that interact with the Service. Procivis is not responsible for possible damages that may be caused as a consequence of the presence of a virus or an unauthorized use in the computer system used by you, End Users and Administrators for the connection to the Service and the Components.

You agree to notify Procivis of any breach of security or unauthorized use to the Service.

You shall not attempt to gain unauthorized access to this Service or to any server, computer or database related to the Service. You agree not to attack the Service. We will report any such breach or attack to the relevant authorities and will co-operate with them to discover the identity of the attacker.

You are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party and Procivis and its related companies are not responsible for unauthorized access, interference or modification to your Account, or any unauthorized access, modification, loss or disclosure of content or personal information or other data in your Account.

You are responsible for properly configuring and using the Service and taking reasonable and appropriate action to secure, protect and backup your Account and your Content in a manner that will provide appropriate security and protection from unauthorized access, interference, modification, loss or disclosure.

Account log-in details for the Service are for your internal use only. You are responsible for protecting them against unauthorized use or disclosure and you must not transfer or sublicense them.

11.0 Availability

Procivis does not guarantee the non-existence of interruptions or errors in the Service or its Components. We will make all commercially reasonable efforts to keep the Service available to you most of the time.

Procivis will have no liability for any damage, liabilities, losses (including any loss of Client Data, Content or profits) or any other consequences that you may incur due to downtime of the Service.

Procivis, in an effort to mitigate risk inherent to Service errors or to improve the Service’s capabilities, can release from time to time, with or without notice, new releases of the Service. You understand and acknowledge that the Service is subject to modifications and that such modifications may require you to upgrade your hardware, software or integrations in order to use the Service.

Procivis reserves the right to interrupt or discontinue the Service at any time and for any reason to the extent that we determine.

12.0 Service Levels

Procivis may offer Service Level Agreements (“SLAs”) for certain Clients. If your subscription includes an SLA, the terms will be provided with the Order Confirmation.

For any other subscription Procivis will make commercially reasonable efforts to operate the service to clients’ satisfaction.

13.0 Support

Procivis may offer Support Contracts for certain Clients. If your subscription includes a Support service, the terms will be provided with the Order Confirmation.

Any other Client may submit technical feedback via support@procivis.ch and Procivis will take commercially reasonable efforts to answer and implement the feedback.

14.0 Warranty

YOU UNDERSTAND AND AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK.

The Service is provided “As Is”. Procivis’ sole obligation, and your sole and exclusive remedy, in the event of any failure by us to comply with this section will be for us to recreate the affected Service or refund to you the fees you paid for the affected Service.

Without limiting our express warranties and obligations hereunder, we hereby disclaim any and all other warranties, expressed or implied, including but not limited to warranties of merchantability, non-infringement, fitness for a particular purpose, and warranties related to third-party equipment, material, services, or software.

You represent and warrant that you have provided adequate notices and obtained the necessary permissions and consents to provide Client Data as well as Personal Data of Administrators and End Users to us for use and disclosure pursuant to our Privacy Policy.

You represent and warrant to us that you or your licensors own all right, title, and interest in and to your Content, including to intellectual property; you have all rights in your Content necessary to grant the rights contemplated by these Terms; and none of your Content and End Users’ use of your Content or services or materials will breach these Terms, or otherwise breach any applicable third-party license, developer or other terms that apply in connection with this Service.

15.0 Liability

Under no circumstances will Procivis be liable to you, with the exceptions contemplated in the legislation in force, for any indirect, special, incidental, consequential or punitive damages, including but not limited to damages that may be due to the lack of availability, security, continuity or quality of the functioning of the Service and the Components or the non-fulfilment of the expectation of usefulness that you may have attributed to the Service and the Components, such as lost profits, lost sales or business, work stoppage, computer failure or malfunction, or lost data.

Procivis’ aggregate liability arising out of or related to these Terms for any direct damages, costs, or liabilities will not exceed the amount actually paid or payable by Client to Procivis under these Terms in the twelve (12) months immediately preceding the claim. This section shall not limit your liability arising from your breach of these terms or your indemnification obligations pursuant to these Terms.

16.0 Indemnity

You agree to defend, indemnify, and hold Procivis harmless, including its subsidiaries, affiliates, and all of its respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party (including End Users) due to or arising out of: (1) your contributions; (2) use of the Service; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any harmful act toward any Administrator, End User or Client of the Service with whom you connected via the Service. Notwithstanding the foregoing, Procivis reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Procivis in the defense of such matter.

17.0 Confidentiality

“Confidential Information” shall mean any and all information made available by Procivis (or a person acting on its behalf such as its affiliates or their employees, directors, officers or professional advisers (each a “Representative”)) to you (or a Representative) in connection with the Purpose, before or after the execution of these terms, orally, in writing or in any tangible or electronic form, including reports or documents prepared by Procivis or its Representatives based on such information. Confidential Information does not include information that is: (1) in the public domain not by breach of this Agreement, (2) known by you at the time of disclosure, (3) lawfully obtained by you, (4) independently developed by you, or (5) explicitly indicated by Procivis in writing as not confidential.

You must use Confidential Information only for the Purpose of these Terms and you hereby agree and undertake not to and not attempt to, modify, create derivative works, analyse, reverse engineer, decompile, disassemble or otherwise attempt to ascertain the programming of the object or source code, and/or discover any other element underlying the Confidential Information.

You may disclose Confidential Information only to Representatives who need access to Confidential Information for the Purpose of these Terms, provided that these persons have been informed of the confidential nature of such information and agreed to be bound by confidentiality obligations equivalent to those provided in this Agreement. You undertake to procure that your Representatives fully comply with all provisions of these Terms as if they were a direct party hereto.

You must take the technical and organizational measures required to protect the Confidential Information from unauthorized access or processing.

You shall promptly notify Procivis of any actual or suspected misuse or unauthorized disclosure of any Confidential Information.

If you are legally compelled to disclose Confidential Information, to the extent legally permissible and reasonably practicable, you will promptly notify Procivis to enable Procivis to take appropriate remedy.

Upon the Procivis’ request, you shall destroy or erase any Confidential Information you hold, except that you may retain copies of Confidential Information: (1) that are securely stored in archival or computer back-up systems, (2) to meet legal or regulatory obligations, or (3) in accordance with bona fide record retention policies, whereby such retained copies remain subject to this Agreement's obligations.

This clause shall be in force and effect from the effective date of an Order Confirmation and shall survive any termination.

18.0 Force Majeure

Procivis will not be liable for any failure or delay in its performance under the terms of these Terms due to any cause beyond its reasonable control, including acts of war, acts of God, pandemia, labor shortages or disputes, governmental acts or failure or degradation of the Internet or telecommunications services. Procivis will make commercially reasonable efforts to promptly correct such failure or delay in performance.

19.0 Amendment

We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms.

We encourage you to check the effective date of these Terms whenever you use the Service. Your continued access or use of the Service constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Service.

20.0 Termination

We may unilaterally terminate these Terms and access to the Service for any reason at any time.

21.0 Miscellaneous

These Terms and any document referred to constitute the integral agreement between you and Procivis in relation to the subject matter of these Terms and supersede all other prior agreements, understandings or promises made between you and Procivis orally or in writing in relation to the subject matter of these Terms.

Any notice required to be given under these Terms shall be given in writing and delivered via email to legal@procivis.ch if to Procivis and if to you, via the email of the Administrator assigned by you during the sign up process for the Service.

Should a provision of the Terms of Service be void or ineffective, this shall not affect the Terms of Service in general.

This Agreement shall be governed by substantive Swiss law. Any dispute or controversies arising out of or in connection with this Agreement shall be submitted to the competent court in the city of Zurich.