Free Tier Terms
These Free Tier Terms govern the licensing of the Ydentifi server software without charge, under a free-tier Licence Key, for installation and operation upon infrastructure controlled by the Licensee. A licence granted for a fee is governed by the Terms of Service and not by these Terms.
1. Parties and acceptance
1.1 These Terms are made between Ydentifi Ltd., a company registered in the Republic of Bulgaria under company number 208962261, having its registered office at Todor Aleksandrov No. 46, floor 2, 2700 Blagoevgrad ("Ydentifi"), and the person to whom a free-tier Licence Key is issued (the "Licensee").
1.2 The Licensee accepts these Terms by entering the activation code which completes its request for a free-tier Licence Key.
1.3 A free-tier Licence Key may be issued to a Business Licensee or to an Individual Licensee. When requesting it, the Licensee declares which of these it is, and the Licence Key records that declaration. Clause 3 determines the use permitted to each.
2. Definitions and interpretation
2.1 In these Terms the following expressions bear the following meanings:
"Business Day" means a day other than a Saturday, Sunday or public holiday in the Republic of Bulgaria.
"Business Licensee" means a company or other legal person, including a non-profit organisation or a public body, or an individual registered as a sole trader; and "Individual Licensee" means any other individual.
"Client SDKs" means the server-side integration libraries published by Ydentifi, by which the systems of a Relying Party communicate with a Deployment. They are licensed under the Apache License, Version 2.0, and not under these Terms.
"Control" means the holding of more than one half of the votes in the general meeting of a company, or the power to direct its management and policy, whether through shareholding, agreement or otherwise; and "Group", in relation to a party, means that party together with every company which Controls it, which it Controls, or which is under common Control with it.
"Device SDKs" means the libraries published by Ydentifi by which an authenticator client application for a mobile operating system may be constructed. The Device SDKs are distinct from the Client SDKs, serve a different function and are addressed to a different audience. They are licensed under the Apache License, Version 2.0, and not under these Terms.
"Deployment" means an installation of the Software operated by the Licensee upon infrastructure controlled by the Licensee, together with the configuration, integration code, infrastructure and operational procedures by which the Licensee operates it.
"Documentation" means the technical documentation published by Ydentifi in respect of the version of the Software which the Licensee is licensed to operate.
"End User" means an individual in respect of whom an end user account exists within a Deployment.
"Licence Key" means the file issued by Ydentifi which authorises one or more Deployments and records the Seat allowance, the particulars described in clause 9.3, and the date of its expiry.
"Mobile Application" means the Ydentifi Authenticator application distributed through public application stores. The Mobile Application is licensed directly to the individual who installs it upon separate terms and is not licensed to the Licensee under these Terms.
"Production Use" means the use of a Deployment to authenticate End Users other than for the purposes of development, staging, testing or evaluation.
"published prices" means the prices published by Ydentifi from time to time for licences granted under the Terms of Service.
"Relying Party" means an organisation or person on whose behalf a Deployment authenticates End Users. The Licensee is a Relying Party in respect of its own service. The expression bears the same meaning as in the licence upon which the Mobile Application is licensed to individuals, where the Licensee is the Relying Party as seen from that licence.
"Security and Vulnerability Disclosure Policy" means the policy published at https://ydentifi.io/legal/security.
"Seat" bears the meaning given in clause 5.2.
"Software" means the Ydentifi server software and the tooling distributed with it, licensed to the Licensee under these Terms, together with all Updates and Upgrades made available under clause 11. The Software does not include the Client SDKs, the Device SDKs, the Mobile Application or the Third-Party Components.
"Third-Party Components" means the third-party components, including open-source components, incorporated into or distributed with the Software and identified in the acknowledgements file distributed with it and in its software bill of materials.
"Update" means a new version of the Software released to correct defects or security vulnerabilities in it; "Upgrade" means any other new version of the Software.
2.2 Headings are for convenience only. The words "including" and "in particular" are without limitation.
3. Permitted use
3.1 A Business Licensee may use the Software for any lawful purpose, including in the course of its business, within the limits in clause 5.
3.2 An Individual Licensee may use the Software only for personal purposes which are neither commercial nor profit-making, including learning, development, testing and evaluation. Use in connection with any trade, business or profession, or for any profit-making purpose, falls outside the licence.
4. Licence grant
4.1 Subject to the restrictions in clause 6, Ydentifi grants to the Licensee, without charge and for the period for which the Licence Key is valid, a non-exclusive, non-transferable and non-sublicensable licence to install and operate the Software upon infrastructure owned or controlled by the Licensee, for the use permitted by clause 3, within the Seat allowance recorded in the Licence Key.
4.2 The Licensee may make copies of the Software for backup, archival, development, staging and testing purposes. All such copies are subject to these Terms.
4.3 The Licensee may permit companies within its Group, and its contractors and processors, to operate a Deployment upon the Licensee's behalf, provided that each is bound by obligations no less protective than these Terms and that the Licensee remains responsible for their acts and omissions.
4.4 Ydentifi and its licensors retain all intellectual property rights in the Software, the Documentation and all Updates and Upgrades. No ownership right is transferred by these Terms.
4.5 The rights conferred upon the Licensee by Articles 5(2), 5(3) and 6 of Directive 2009/24/EC, to make a back-up copy, to observe and study the functioning of the Software, and to decompile it so far as necessary to achieve interoperability, are not affected by these Terms.
5. Limits
5.1 The Licence Key records the Seat allowance. That allowance is published by Ydentifi and may change for Licence Keys issued later. A Licence Key already issued governs the period for which it was issued.
5.2 A Seat is consumed by each end user account existing at any one time within a Deployment in Production Use, whether or not a device has been enrolled against that account and whether or not the account is in active use. Deletion of an end user account releases the Seat. Accounts within a Deployment which is not in Production Use do not consume Seats.
The Seat allowance is a single allowance shared by all Deployments in Production Use operated under the Licence Key, and the Seats consumed are the total of the Seats consumed within each of them.
5.3 Once the Seat allowance recorded in the Licence Key has been reached, the Software does not create further end user accounts. End Users already enrolled continue to authenticate, and no existing account is affected. Ydentifi gives no assurance that any tolerance above the Seat allowance is available, and no course of dealing gives rise to an expectation of one. The Software applies the Seat allowance within each Deployment separately; that does not enlarge the Seat allowance, which clause 5.2 applies to all Deployments in Production Use together.
5.4 Reaching the Seat allowance is not a breach of these Terms. A Licensee requiring a larger allowance shall obtain a licence under the Terms of Service.
6. Restrictions upon use
6.1 Except as permitted by clause 6.2, the Licensee shall not sell, rent, lease, lend, sublicense or distribute the Software, make it available as a hosted or remote service, or act as a service bureau or application service provider by which a third party obtains the benefit of the Software.
6.2 The Licensee may authenticate End Users on behalf of any number of Relying Parties, each of which shall be the Licensee or a company within its Group. Authentication on behalf of any other person requires a separate written agreement with Ydentifi.
6.3 The Licensee shall not remove, obscure or alter any copyright, trademark or proprietary notice contained within or affixed to the Software.
6.4 The Licensee shall not circumvent, disable or otherwise interfere with the licensing controls contained within the Software, nor operate the Software otherwise than under a valid Licence Key.
6.5 The Licensee shall not disclose, share or redistribute a Licence Key to any person outside its own Group or, where the Licensee is an Individual Licensee, to any other person.
6.6 The Licensee shall not unbundle any component of the Software for separate use, nor incorporate any component of the Software into another product for distribution.
6.7 The Licensee shall not reverse engineer, decompile or disassemble the Software, modify, adapt or translate it or create derivative works of it, or use the Software, or any information obtained from it, to develop a product which competes with it. This clause does not restrict testing of the Licensee's own Deployment under clause 8.
6.8 Clauses 6.1 to 6.7 apply only to the extent permitted by applicable law and do not restrict any act permitted by Articles 5(2), 5(3) and 6 of Directive 2009/24/EC.
6.9 Unlicensed use. Where a Business Licensee operates the Software by means of the circumvention of its licensing controls contrary to clause 6.4, under a Licence Key disclosed contrary to clause 6.5, or after the termination of the licence under clause 16.6, or where an Individual Licensee uses the Software in connection with a trade, business or profession or for a profit-making purpose, the Licensee shall pay Ydentifi, as a penalty (*неустойка*), one hundred and twenty-five per cent of the published prices for the Seats so consumed, for the whole of the period of that use. The penalty is without prejudice to Ydentifi's right to recover damages exceeding it under Article 92 of the Bulgarian Obligations and Contracts Act.
7. The Licensee's Deployment
7.1 The Software is installed and operated upon infrastructure controlled by the Licensee. Ydentifi has no access to any Deployment, to the Licensee's database, logs or records, or to any data processed by a Deployment, and is not able to obtain such access. Ydentifi does not operate, monitor, back up or restore any Deployment.
7.2 The Licensee is responsible for the infrastructure upon which a Deployment operates, including its provisioning, network configuration, certificate and key material, backup arrangements, availability and security.
7.3 For the avoidance of doubt, the following are not included within these Terms and shall be the subject of separate agreement if required: hosting; installation, configuration and administration; migration; custom development; integration; training; and the managed operation of a Deployment.
7.4 Ydentifi shall have no liability in respect of any loss arising from an authentication performed upon a device operating unauthentic software, or upon a device the security of which has been diminished, from whatever cause. This clause imposes no obligation upon the Licensee to detect or prevent such use.
7.5 Reliance upon an authentication. An authentication performed by means of a Deployment establishes that a request was approved upon a device enrolled in that Deployment. It does not establish who was holding the device, nor the identity of the person for whom the device was enrolled beyond what the Licensee verified before that enrolment.
7.6 Before relying upon an authentication, the Licensee shall exercise, and shall procure that each Relying Party exercises, due care, which includes at least:
- verifying the identity of each person, to the standard its own risk assessment requires, before
inviting that person to enrol a device;
- obtaining the outcome of each authentication from its Deployment, through the interfaces described in
the Documentation, and not from the End User's device or from any other source;
- confirming that the outcome relates to the request which it issued, and that the request has not
expired;
- relying upon an authentication only for the action for which it was requested, and applying
additional measures where the value or risk of that action requires them; and
- acting without undue delay upon a report from an End User that a device has been lost or stolen or
used by another person, including by revoking the enrolment of that device.
7.7 Ydentifi shall have no liability in respect of any loss arising from reliance upon an authentication by the Licensee or a Relying Party which did not exercise the care described in clause 7.6.
8. Security of the Deployment
8.1 The parties acknowledge that each Deployment is unique. The Software constitutes one component within an authentication system which the Licensee designs, configures, integrates, hosts and operates. The security characteristics of that system as a whole are determined by the Licensee's architecture, configuration, infrastructure, key management, integration code, operational procedures and the further components with which the Software is combined, none of which is within the knowledge or control of Ydentifi.
8.2 The Licensee undertakes, at its own cost, before placing a Deployment into Production Use and at appropriate intervals thereafter:
- (a) to conduct, or to procure the conduct of, penetration testing and security assessment of the
Deployment as a whole, including those components supplied by Ydentifi as integrated and configured by the Licensee;
- (b) to carry out its own risk assessment and threat modelling appropriate to its sector, its
regulatory obligations and its risk appetite;
- (c) to satisfy itself that the Deployment meets the Licensee's own security requirements and any
requirement imposed upon the Licensee by law, by regulation or by a supervisory authority; and
- (d) to remediate any deficiency so identified.
8.3 By placing a Deployment into Production Use, the Licensee represents that it has performed its obligations under clause 8.2 and that the Deployment, including those components supplied by Ydentifi as integrated and configured by the Licensee, meets the Licensee's security requirements. Ydentifi is entitled to rely upon that representation and gives no assurance as to the suitability of any Deployment for the Licensee's purposes.
8.4 The Licensee requires no further permission from Ydentifi in order to test its own Deployment.
8.5 Where testing under this clause identifies a vulnerability or security defect in the Software itself, as distinct from the Licensee's configuration, integration or infrastructure, the Security and Vulnerability Disclosure Policy governs its reporting and disclosure, and clause 12 applies.
8.6 This clause allocates responsibility for the assurance of a Deployment. It does not diminish Ydentifi's obligations under clause 11 in respect of the Software as supplied, and it does not exclude or limit any liability which cannot lawfully be excluded or limited, including liability under Directive (EU) 2024/2853 on liability for defective products, or under the law implementing Council Directive 85/374/EEC which it replaces.
9. Data protection
9.1 In respect of the personal data of End Users, the Licensee is the controller and Ydentifi is neither controller nor processor. The Licensee hosts each Deployment; Ydentifi has no access to such data and receives none in the operation of the Software. The Licensee shall maintain its own privacy notice covering such processing, shall respond to data subject requests relating to it, and shall discharge the obligations of a controller in respect of it.
9.2 The only personal data of the Licensee which Ydentifi holds is the particulars described in clause 9.3, which the Licensee provides when requesting its Licence Key. Ydentifi uses that data solely to issue the Licence Key, to send the activation code and notices concerning the Licensee's account, and to send security notices concerning the Software and the Mobile Application. Ydentifi does not use it for marketing or profiling, does not share or sell it, and shall not use it for any other purpose without the Licensee's prior consent. The customer privacy notice describes that processing.
9.3 Particulars recorded in the Licence Key. The Licence Key carries the particulars the Licensee supplies when requesting it: whether the Licensee is a Business Licensee or an Individual Licensee, the name it declares, the email address with which it registers, the identifier it supplies, and the country. Those particulars are readable by any person who obtains the Licence Key file, and clause 6.5 restricts to whom it may be given. Ydentifi does not undertake to verify those particulars against any register, and confirms only that the email address is capable of receiving messages. They are what the Licensee declared.
10. Third-Party Components and SDKs
10.1 The Software incorporates Third-Party Components which are licensed to the Licensee under their own respective licences, and those licences govern in respect of them to the extent their terms require.
10.2 Nothing in these Terms restricts, varies or supplements the rights granted under the Apache License, Version 2.0, in respect of the Client SDKs or the Device SDKs. Those rights are conferred by that licence alone and are available to any person, whether or not a party to these Terms.
11. Updates and security
11.1 Ydentifi shall correct defects in the Software and remedy security vulnerabilities in it for a period of not less than five years from the date of release of a version, and for such further period as it continues to support the Software. Ydentifi does so only by releasing a new version of the Software, made available under clause 11.2, and does not correct or patch earlier versions. This obligation relates to the Software as licensed and not to any Deployment or to the infrastructure upon which it operates.
11.2 While its Licence Key is valid, the Licensee is entitled to obtain and deploy all Updates and Upgrades to the Software which Ydentifi makes generally available. Updates and Upgrades are supplied subject to these Terms; a separately licensed component retains its own licence.
11.3 Ydentifi provides no support under these Terms.
11.4 Vulnerability notification by Ydentifi. Ydentifi shall notify the Licensee, in accordance with clause 18.2 and within seventy-two hours of becoming aware of it, of any vulnerability or security defect in a version of the Software which is within the period stated in clause 11.1. Notification and disclosure are otherwise governed by the Security and Vulnerability Disclosure Policy.
11.5 Vulnerabilities in the Mobile Application. Ydentifi shall notify the Licensee, in accordance with clause 18.2 and within seventy-two hours of becoming aware of it, of any actively exploited vulnerability in the Mobile Application, of any severe incident affecting its security, and of any other vulnerability or security defect in it which calls for action by End Users, stating the measures End Users should take. Ydentifi corrects defects in the Mobile Application only in its latest version, which is available to End Users free of charge.
11.6 The Licensee shall inform the End Users whom it has enrolled, without undue delay, of each notice given under clause 11.5 and of the measures which that notice states End Users should take. Ydentifi holds no means of contacting End Users and relies upon the Licensee to do so.
12. Security research
12.1 Ydentifi shall not bring or support legal proceedings against any person in respect of the research by which that person identified a vulnerability in the Software, where that person reports the vulnerability in accordance with the Security and Vulnerability Disclosure Policy. That policy requires in particular that the vulnerability be reported to Ydentifi privately before any publication, that Ydentifi be given a reasonable period within which to correct it, that no data belonging to any other person be accessed or altered, and that no service be degraded for any other person.
12.2 Ydentifi shall acknowledge such a report promptly, keep the reporter informed of its progress, agree a timeline for disclosure with the reporter, and credit the reporter upon publication unless the reporter declines.
12.3 Clause 12.1 does not extend to the exploitation of a vulnerability against any deployment or person, to the sale or exchange of an exploit, to the publication of an exploit in place of a finding, or to any disclosure made in a manner calculated to cause harm.
13. Disclaimer of warranty
13.1 The Software is supplied under these Terms as is and as available. To the fullest extent permitted by applicable law, Ydentifi gives no warranty, express or implied, and in particular gives no warranty of merchantability, fitness for a particular purpose, system integration or non-infringement. Ydentifi does not warrant that the Licensee's operation of the Software will be uninterrupted or error-free.
13.2 The Software is neither designed nor intended for use in any environment or application in which failure could lead to death, personal injury, or physical or environmental damage, including the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support systems and weapons systems. Any such use is undertaken at the Licensee's sole risk and cost.
13.3 Nothing in this clause affects any right which cannot be excluded under mandatory law.
14. Liability
14.1 Subject to clause 14.2, the sole liability of Ydentifi in respect of the Software supplied under these Terms is for damage caused by intent or gross negligence within the meaning of Article 94 of the Bulgarian Obligations and Contracts Act.
14.2 Nothing in these Terms excludes or limits the liability of either party in respect of:
- death or personal injury caused by negligence;
- intent (*умисъл*) or gross negligence (*груба небрежност*), the exclusion or limitation of which is void
under Article 94 of the Bulgarian Obligations and Contracts Act;
- fraud or fraudulent misrepresentation;
- liability under Directive (EU) 2024/2853 on liability for defective products, or under the law
implementing Council Directive 85/374/EEC which it replaces; or
- any other liability which cannot lawfully be limited or excluded.
14.3 Ydentifi is not liable for any loss to the extent that it arises from: the Licensee's breach of these Terms; the Licensee's failure to apply, within a reasonable period, an Update made available under clause 11; the Licensee's infrastructure, configuration, integration code or operational procedures; or events within a Deployment, which Ydentifi cannot observe and does not control.
14.4 Ydentifi gives no indemnity under these Terms. Clause 15 governs any claim that the Software infringes the rights of a third party.
14.5 Claims under these Terms are subject to the statutory limitation periods under Bulgarian law. Article 113 of the Bulgarian Obligations and Contracts Act provides that an agreement shortening or extending a statutory limitation period is of no effect, and no provision of these Terms purports to do so.
14.6 Where the Licensee is a Business Licensee, the Licensee shall indemnify Ydentifi against claims brought against Ydentifi by any third party, and against losses suffered by Ydentifi, to the extent arising from the Licensee's operation of a Deployment, from the service which the Licensee provides by means of it, or from the Licensee's breach of clauses 6, 8.2, 9.1, 11.6 or 21.5. This indemnity extends only to that which results from the Licensee's own acts and omissions and does not apply to the extent that the loss was caused by Ydentifi.
14.7 Where the Licensee is a Business Licensee, the limits in this clause are the aggregate liability of Ydentifi to the Licensee and to every company within its Group together. The Licensee shall procure that no company within its Group brings a claim against Ydentifi in respect of the Software otherwise than through the Licensee, and shall indemnify Ydentifi against any such claim to the extent that it exceeds those limits.
15. Infringement claims
15.1 Where the Software becomes, or in Ydentifi's reasonable opinion is likely to become, the subject of a claim that it infringes the rights of a third party, Ydentifi may at its election procure for the Licensee the right to continue using it, modify it so that it ceases to infringe, or terminate the licence. Ydentifi does not defend or indemnify the Licensee against any such claim.
16. Term and termination
16.1 A free-tier Licence Key is issued for the fixed period recorded in it and does not renew automatically. Ydentifi gives no notice of the expiry of a Licence Key. The date of expiry is recorded in the Licence Key, and the Licensee is responsible for managing the lifecycle of its licence, including requesting a further Licence Key in good time.
16.2 Cessation upon expiry. When a Licence Key expires and no valid Licence Key replaces it, the Software emits warnings for thirty days and thereafter ceases to authorise authentication operations, from which point End Users cannot authenticate by means of the Deployment. The administrative interface remains available for the installation of a valid Licence Key. The date of expiry is recorded in the Licence Key, and its management is the Licensee's responsibility under clause 16.1. The cessation is complete and immediate, and no further period of grace applies.
16.3 The Licensee may terminate the licence at any time by ceasing to operate the Software and deleting it.
16.4 Ydentifi may terminate the licence upon not less than thirty days' notice, and may decline to issue a further Licence Key.
16.5 Where either party commits a material breach of these Terms, the other may serve notice specifying the breach. The party in breach shall have thirty days from service of that notice within which to remedy it. If the breach is not remedied within that period, the party not in breach may terminate the licence with effect from the end of that period or from such later date as it may specify.
16.6 Ydentifi may terminate the licence with immediate effect, without the period given by clause 16.5, where the Licensee circumvents the licensing controls contrary to clause 6.4, discloses the Licence Key contrary to clause 6.5, uses the Software outside the use permitted by clause 3 or unlawfully, or in the circumstances described in clause 21.5.
16.7 Effect of termination. The Software verifies the Licence Key without contacting Ydentifi, and Ydentifi operates no facility by which a Licence Key already issued may be withdrawn from a Deployment. Termination therefore operates as a matter of right and not of mechanism: the Licence Key already held continues to verify until the expiry recorded within it, and Ydentifi's remedy in respect of operation after termination is the remedy available at law. Nothing in this clause requires Ydentifi to maintain such a facility, and nothing in it prevents Ydentifi from introducing one.
16.8 Upon expiry or termination the Licensee's right to operate the Software ceases, and the Licensee shall cease all such operation and destroy or delete all copies of the Software and of the Licence Key within its possession or control. Upon termination, the Licensee shall confirm in writing that it has done so within thirty days of a request by Ydentifi. All property of the Licensee, including each Deployment, its database, its records and its configuration, remains the Licensee's. Ydentifi holds none of that property and neither deletes nor withholds any of it.
16.9 Where the Licensee obtains a licence under the Terms of Service, those terms govern the Deployment concerned from the issue of the paid Licence Key, and these Terms cease to apply to it.
17. Amendment
17.1 Ydentifi may amend these Terms in respect of Licence Keys issued after the amendment takes effect. No amendment applies to a Licence Key already issued, which remains governed by the version of these Terms accepted when it was requested.
17.2 Ydentifi publishes amendments at https://ydentifi.io/legal. An amendment takes effect thirty days after its publication.
17.3 Where the Licensee does not accept an amendment, it shall not request a further Licence Key, and clause 16.8 applies upon the expiry of the Licence Key which it holds.
17.4 Clauses 17.1 to 17.3 do not apply where an amendment is required by law, by a regulator or by order of a competent authority, in which case it takes effect as that law or order requires.
18. Notices
18.1 Notices of general application. Ydentifi gives notice of any matter of general application under these Terms by publication at https://ydentifi.io/legal, including any amendment to these Terms and any change to a published policy. A notice so published takes effect upon the date of publication or upon such later date as it may state. The Licensee undertakes to consult that address at reasonable intervals.
18.2 The Licensee's address for service. The email address which the Licensee provides when requesting its Licence Key is the Licensee's address for service of any notice, demand or other communication under these Terms. The Licensee shall keep that address current, monitored, and capable of receiving communications from Ydentifi. A communication sent to that address is deemed to have been received upon the next Business Day following its despatch, whether or not it is opened, and the Licensee may not rely upon its own failure to maintain or to monitor that address.
18.3 Notices given by the Licensee. The Licensee gives notice to Ydentifi at legal@ydentifi.io or at Ydentifi's registered office.
18.4 Records. Any record kept by Ydentifi of a Licence Key issued, a notice given or received under this clause 18, or a report received under clause 12 or given under clause 11.4 or 11.5 is evidence between the parties of the matters it records.
18.5 Where the party giving notice knows that delivery to the other's address for service has failed, it shall use such other means of contact as are reasonably available to it.
19. Individual Licensees
19.1 Where the Licensee is an Individual Licensee, nothing in these Terms deprives the Licensee of the protection of the mandatory rules of the law of the country of its habitual residence, and the Licensee may bring proceedings in the courts of that country. Any provision of these Terms which cannot lawfully bind such a Licensee does not apply to it, and the remainder of these Terms continues in force.
20. Governing law and jurisdiction
20.1 These Terms are governed by the law of the Republic of Bulgaria, excluding its rules of private international law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Subject to clause 19, any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Bulgaria, to which each party irrevocably submits.
21. General provisions
21.1 The Licensee shall not assign or transfer the licence or any right under these Terms. Ydentifi may transfer these Terms, together with its rights and obligations under them, to any person acquiring the business or the assets to which they relate, or to a successor arising from a merger, division, change of legal form or other reorganisation of its business. Such a transfer does not diminish the rights of the Licensee, and Ydentifi shall procure that the transferee is bound by these Terms.
21.2 Survival. Clauses 2, 4.4, 6, 7.1, 7.4 to 7.7, 8.3, 8.6, 9, 10, 12, 13, 14, 16.7, 16.8, 18, 19, 20 and 21 survive expiry or termination, together with any other provision which by its nature is intended to do so.
21.3 Severability. If any provision is held invalid or unenforceable, the remainder continues in force, and the invalid provision shall be replaced by the mandatory rule of law which it offends or, where there is none, by the closest valid provision achieving the same commercial purpose.
21.4 No waiver. No failure or delay in enforcing any provision operates as a waiver of it, nor prevents its subsequent enforcement. A waiver is effective only in respect of the instance and purpose for which it is given.
21.5 Export control and sanctions. Each party shall comply with applicable export control and sanctions law. The Software contains cryptography. The Licensee represents that it is not located within, and shall not make the Software available within, any country or territory subject to comprehensive sanctions, and that it is not a person upon any list of prohibited or restricted parties. The Licensee shall not use the Software for any end use which export control or sanctions law prohibits. Ydentifi may suspend its performance, or terminate the licence with immediate effect and without liability, where it reasonably determines that continued performance would breach export control or sanctions law.
21.6 No partnership. Nothing in these Terms constitutes either party the agent or partner of the other.
21.7 Language. These Terms are made in the English language, which is the authoritative version. Any translation is provided for convenience only, and in the event of inconsistency the English text prevails.
21.8 Force majeure. Neither party shall be liable for any failure or delay in the performance of an obligation under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disaster, war, armed conflict, act of terrorism, civil unrest, epidemic, act of government, embargo, industrial action affecting a third party, and failure of a power, telecommunications, hosting or transport provider. A party already in default may not rely upon this clause, in accordance with Article 306(1) of the Bulgarian Commercial Act.
21.9 A party unable to perform by reason of such an event shall notify the other in writing within a suitable period, in accordance with clause 18 and with Article 306(3) of the Bulgarian Commercial Act, stating the nature of the event and its likely consequences for performance. A party which fails to give that notice is liable for the loss caused by the failure to notify.
21.10 The affected party shall use reasonable endeavours to mitigate the effect of the event and shall notify the other upon its cessation.
21.11 Where such an event prevents performance for a continuous period exceeding sixty days, either party may terminate the licence upon fourteen days' notice.
21.12 Entire agreement. These Terms, the Security and Vulnerability Disclosure Policy and the Documentation together constitute the entire agreement between the parties in respect of the Software and supersede all prior statements and agreements. In the event of conflict they take precedence in the following order: these Terms; the Security and Vulnerability Disclosure Policy; the Documentation. Each party confirms that it has not relied upon any statement, description or assurance not set out in them. This clause does not limit liability for fraudulent misstatement.
21.13 No term contained in any purchase order, supplier registration, procurement portal, questionnaire or other document issued by the Licensee forms part of the agreement, even where Ydentifi signs, accepts or performs against that document, unless both parties sign a document which expressly varies these Terms by reference to this clause.
21.14 Written form. Written form is satisfied where a statement is recorded technically in a manner permitting its reproduction, in accordance with Article 293(4) of the Bulgarian Commercial Act.
22. Contact
Ydentifi Ltd., Todor Aleksandrov No. 46, floor 2, 2700 Blagoevgrad, Republic of Bulgaria. Company number 208962261. legal@ydentifi.io