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TERMS OF USE ••••• ••• •• • •

BID-W3-TU, rev.0 dated 2020-03-17 

Bridge ID, LLC (hereinafter referred to as “Bridge ID,” “we,” “us,” or “our”) is pleased to offer certain web-based services (the “Cloud Services”) according to the terms and conditions established in this Agreement (the “Agreement”).

If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization.


1. Services

(a) Services Subject to Agreement. You may access and use our Cloud Services in accordance with this Agreement. The Cloud Services may include features or services that have separate rules specific to those features or services. You agree to comply with all laws, rules and regulations applicable to the use of the Cloud Services and any additional feature or service you use.

(b) Beta Offerings. Some Cloud Services may be, partially or entirely, in pre-production, testing, or “beta” phase (each, a “Beta Offering”), for the purpose of evaluating performance, identifying defects and obtaining feedback. We have no obligation to release a final version of any Beta Offering.

(c) Change, Suspension and Discontinuation. You understand and agree that we may change, suspend or discontinue any part or all of the Cloud Services. We will notify you of any material change to or discontinuation of the Cloud Services via our website or by e-mail.

(d) Support. If you purchase Support for the Cloud Services (“Support”), we will provide you with Support in accordance with the applicable Support Policy on our website, available at https://www.bridgeid.com/legal/support-policy. We may modify our support policy from time to time. Each time you register to receive Support, you are obligated to pay for a minimum of 30 days of Support. As a commercial decision at our discretion, we may choose to offer you the Support for no charge in conjunction with your use of the Cloud Services. If you promptly or repeatedly re-register for Support after terminating it, we may charge you for the time period in which your Support was inactive or refuse to provide you Support.

(e) Service Level Agreement. The standard of service that we shall provide you and your users with respect to the Cloud Services is available for your review at:


(f) External Content. The Cloud Services may contain, and the Cloud Services or third parties may provide links to, information or content of third parties (the “External Content”). We will highlight links to External Content to you. You acknowledge and agree that we are not responsible for the accuracy, availability, completeness, timeliness, or usefulness of External Content, and we do not adopt, endorse or accept responsibility or liability for any advertising, advice, content, information, opinions, statements, goods or services, or other materials on or available from External Content. All third-party content is the responsibility of the respective authors thereof. Your correspondence or business dealings with third parties found in or through the Cloud Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. You further acknowledge and agree that the we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, or services or other materials available on or through any External Content.

2. Your Account

(a) Registration. To register to use the Cloud Services, you will be asked to provide complete and accurate information about your organization and its users. You will be assigned usernames, passwords (together the “User Credentials”) as well as a dedicated web sub-domain for your organization’s use. After registration, you agree to inform us of any updates to your organization’s information to ensure our records remain accurate.

(b) Security. You are responsible for properly configuring and using the Cloud Services and taking your own steps to maintain appropriate security, protection and backup of User Credentials. You agree that you will not disclose your usernames, passwords or multi-factor authentication information to any unauthorized persons. You are solely responsible for all activities in your account, regardless of whether undertaken by you, your employees or a third party (including contractors or agents), and we and our affiliates are not responsible for unauthorized access to your account. You agree to notify us immediately at legal@optimum-holdings.com if you believe unauthorized activity occurred in your account or any User Credentials were lost, stolen or misused.

(c) Inactivity. We may deactivate a complementary, “free-tier” Cloud Service account if you do not use it for thirty (30) days, after which we will use commercially reasonable efforts to allow you to reactivate the service by request to us.

(d) Minors. You agree not to use the Cloud Services in connection with persons under the age of thirteen (13) or as otherwise prohibited by law.

(e) Authorized Use Only. Organizations, companies, businesses, and/or governmental agencies may not use the Cloud Services for any purpose unless specifically authorized to do so by us. The Cloud Services are for your own official use pursuant to this Agreement only. You may not use the Cloud Services or any content contained therein (including, but not limited to, content of other users, logos, images, videos or audio files, software and computer code) in connection with any commercial endeavors, such as advertising or soliciting anyone to buy or sell any products or services not offered by us. Users of the Cloud Services may not use any information obtained from the Cloud Services to contact, advertise to, solicit, or sell to anyone without their prior explicit consent. We may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Cloud Services, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail as well as unauthorized framing of or linking to the Cloud Services.

3. Your Data

The below terms and conditions apply to the data that you provide us:

(a) Compliant Data. You agree to ensure that your data, and your use of it, complies with this Agreement and any applicable law. If you use the Cloud Services from outside of the United States of America, you are responsible for complying with the laws and regulations of the territory from which you access or use the Cloud Services.

(b) Protected Health Information. You agree not to store or process protected health information using the Cloud Services unless you sign a Supplemental Business Agreement with us.

(c) Payment Information. If you include payment cardholder information in your use of the Cloud Services, we will maintain all applicable Payment Card Industry Data Security Standard requirements.

(d) Data Protection. For the purposes of this Section 3(e), terms defined by European Union Regulation 2016/679 (“GDPR”) have the meanings provided by GDPR.

i. Compliance with Data Protection Legislation. Each party undertakes to comply with all data protection legislation applicable to it (“Data Protection Law”) and shall not knowingly cause the other to breach Data Protection Law.

ii. Acting as Processor and Service Provider. We will process any personal data you upload to the Cloud Services (the “Customer Personal Data”) on your behalf as a processor and service provider, and you are the controller of such data. You disclose Customer Personal Data to us solely for us to perform the Cloud Services.

iii. Limited Use of Customer Personal Data. As your processor, we will process Customer Personal Data for only the following purposes: (A) provisioning of the Cloud Services; (B) processing initiated by you in your use of the Cloud Services; and (C) processing to comply with the Agreement and other reasonable instructions provided by you that are consistent with the terms of the Agreement. We will not retain, use, or disclose Customer Personal Data for any purpose other than providing the Cloud Services. [Customers only provide us with a handful of data elements for Offenders, many of which are likely not even considered personally-identifiable information (PII): name, ID number, DOB, [perhaps gender too], ’phone number, e-mail address, release type, offense category, ’phone type. Offenders provide us with their facial likeness and locations. Can we legally get away with retaining anonymized Offender PII (e.g., partially masked names, gender, age ranges instead of a birthdates, location(s), verification results sans facial ID photos, etc.) for our analytics and statistics for continuing product improvements/offerings and sales & marketing purposes?]

iv. Our Personnel. We will ensure that our personnel who have access to Customer Personal Data have committed themselves to confidentiality and are aware of and comply with our obligations under this Agreement.

v. Technical and Organizational Security Measures. We will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Customer Personal Data. The current technical and organizational security measures with respect to the Cloud Services are described at https://www.bridgeid.com/technical-and-organizational-security-measures. With respect to Customer Personal Data, you agree that those technical and organizational security measures satisfy Data Protection Law. We will notify you without undue delay if we become aware of a data breach affecting Customer Personal Data.

vi. Sub-processors. You acknowledge and agree that we may retain our affiliates and other third parties to further process personal data on your behalf (the “Sub-processors”) in connection with the provision of the Cloud Services having imposed on such Sub-processors the same data protection obligations as are imposed on us under this Agreement. We will be liable to you for our Sub-processors' acts and omissions in relation to our obligations under this Section 3(e). We maintain a current list of our Sub-processors at https://www.bridgeid.com/trust/compliance/subprocessors, which we will update at least 30 days before the addition or replacement of any Sub-processors. You may also sign up to receive e-mail notifications of any updates to our list of Sub-processors. [Instead of publishing the list, we could say we will make it available upon request, OR have it available in the menu of the customer’s web portal (behind the login), OR require the user to log in to view the above webpage. Probably better not to make public the ingredients that go into the secret sauce…]

vii. Data Subject Requests. We will, to the extent legally permitted, promptly notify you if we receive request from data subjects to exercise their rights under Data Protection Law in relation to Customer Personal Data (each, a “Data Subject Request”). Taking into account the nature of the processing, and solely to the extent that you cannot access Customer Personal Data itself, we will assist you by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your obligation to respond to a Data Subject Request under applicable Data Protection Law. To the extent legally permitted, you shall be responsible for any costs arising from our provision of such assistance, including any fees associated with provision of additional functionality.

viii. Reasonable Assistance. Taking into account the nature of the processing and the information available to us, we will provide reasonable assistance, at your request and cost, to comply with the obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case solely related to processing of Customer Personal Data by us.

ix. European Union Customers. If you are based in the European Union, use of the Cloud Services may involve transfers of Customer Personal Data outside of the European Union. We have appropriate safeguards in place for the processing of Customer Personal Data outside of the European Union, including certification by Bridge ID under the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Frameworks and through the use of standard contractual clauses. If you elect to transfer Customer Personal Data to a Sub-processor outside of the European Union, you authorize us to apply our standard contractual clauses with that Sub-processor.

x. Fate of Customer Personal Data. Upon termination of this Agreement or upon your request, we will destroy or return [can we not say “we will anonymize” instead?] all Customer Personal Data to you unless applicable law requires Customer Personal Data to be retained in storage. [Data is too valuable to delete. See my remarks above regarding “anonymization.”]

xi. Proof of Compliance. Upon request to us in accordance with the notice provision of this Agreement, and subject to the confidentiality obligations set forth below, we will make available to you (or your independent, third-party auditor) information regarding our compliance with the security obligations set forth in this Agreement in the form of third-party certifications and audit reports (the “Company Information”). You may use Company Information only to evaluate the Cloud Services and will use a high degree of care to avoid disclosure of Company Information. You agree not to disclose Company Information to any third party without our prior written consent. Your confidentiality obligations will continue for three years after this Agreement terminates.

xii. On-site Audits. If the Company Information is not sufficient to demonstrate our compliance with the security obligations in this Agreement, you may contact us in accordance with the notice provision of this Agreement to request an on-site audit of our procedures relevant to the protection of personal data, but only to the extent required under applicable Data Protection Law. You will reimburse us for our reasonable costs associated with any such on-site audit. Before the commencement of any such on-site audit, you and we will mutually agree upon the scope, timing, and duration of the audit. You will promptly notify us with information regarding any non-compliance discovered during the course of an audit, and we will use commercially reasonable efforts to address any demonstrated non-compliance.

4. Payment and Taxes

(a) Services Fees. We calculate and bill fees and charges as described on the site specific to the Cloud Service you are using. For monthly charges, we may bill you more frequently for fees accrued if we believe there is a risk of non-payment or if we suspect that your account is fraudulent. If you choose monthly billing by credit or debit card, you authorize a recurring monthly charge to the card you provided based on our current fee schedule for the Cloud Services. You will pay us the applicable fees and charges for use of the Cloud Services as described on the applicable site using your credit or debit card. All amounts payable for the Cloud Services will be made without set-off or deduction, and all amounts paid are non-refundable. We may increase or add new fees and charges for a Cloud Service by updating the applicable webpage. In the event that we change the pricing for the Cloud Services, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the applicable site. We may charge you interest at the rate of 1% per month or the highest rate permitted by law on any late payment.

(b) Duties and Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including sales, use, or similar transaction tax such as VAT (together, the “Taxes”). You will provide us any information we reasonably request, including your tax identification number, to determine whether we are obligated to collect taxes from you. If you are legally entitled to an exemption from paying any taxes, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

5. Intellectual Property Rights and Ownership

(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.

(b) Our Service. You agree not to: (i) modify, alter, tamper with, repair, or create derivative works of any software included in the Cloud Services; (ii) reverse engineer, disassemble, or decompile the Cloud Services or apply any other process or procedure to derive the source code of any software included in the Cloud Services; (iii) access or use the Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) re-sell or sub-license the Cloud Services; (v) use the Cloud Services in connection with any fork or derivative work of the Bridge ID database; (vi) attempt to disable or circumvent any security mechanisms used by the Cloud Services; (vii) use the Cloud Services in a way that poses a risk to the Cloud Services or any third party; or (viii) use the Cloud Services unlawfully.

(c) No Other Rights. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about the Cloud Services or otherwise, but if you do, we may use and modify this feedback without any restriction or payment. We may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates', or any third party’s intellectual property or other proprietary rights.

6. Disclaimers

The Cloud Services, including Beta Offerings, are provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any express, implied or statutory warranty, including (without limitation) any implied warranty of satisfactory quality, merchantability fitness for a particular purpose or non-infringement, and any warranty arising out of any course of dealing or usage of trade. We do not represent or warrant that the Cloud Services will be uninterrupted or error free, secure or that any defects or errors in the service will be corrected.

7. Limitation of Liability

We, our subsidiaries and affiliates, business partners, licensors and service providers shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages or reliance (including, without limitation, personal injury or death, damages for loss of profits or goodwill, damages for loss, corruption or breaches of data or programs; service interruptions and procurement of substitute services, even if we have been advised of the possibility of such damages) as a result of or alleged to be the result of (i) any incorrect or inaccurate profile information in the Cloud Services, whether caused by users or any of the equipment or programming associated with or utilized by the Cloud Services; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any content or communications; (iii) the failure to recognize a user’s facial image or location; (iv) the conduct, whether online or offline, of any user; (v) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (vi) any problems, failure or technical malfunction of any data network or lines, computer online systems, servers or providers, computer equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Cloud Services. We and our affiliates and licensors will not be responsible for any compensation, reimbursement or direct damages arising in connection with: (a) your inability to use the Cloud Services; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to the Cloud Services; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss or failure to store any of your content or other data. Notwithstanding anything to the contrary contained herein, our and our affiliates’ and licensors’ aggregate liability under this agreement for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount, if any, you paid us under this agreement for the Cloud Services that gave rise to the claim during the 12 months immediately preceding the claim. Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out of or related to use of the Cloud Services or the terms of this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

8. Indemnification

You will defend, indemnify, and hold harmless us, our subsidiaries, our affiliates and licensors, and each of our and of their respective officers, directors, employees, agents, employees and representatives from and against any claims, damages, losses, liabilities, costs, demands and expenses (including reasonable legal fees) arising out of or relating to any third-party claim concerning: (a) your use of the Cloud Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law or regulation by you; or (c) your data or the combination of your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process seeking information related to your data or your use of the Cloud Services, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim subject to this Section, but our failure to promptly notify you will only affect your obligations to the extent that our failure materially harms your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.

9. Agreement

(a) Agreement. This Agreement incorporates any Supplemental Business Agreement(s) and comprises the entire understanding between you and us relating to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You agree not to assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect. Our failure to exercise or to enforce any right or provision of this Agreement shall not constitute a present or future waiver of such provision nor limit our right to enforce such provision subsequently.

(b) Amendments. We may amend this Agreement from time to time and at any time by posting a revised version on the site for the applicable Cloud Service or by otherwise notifying you by e-mail. Amended terms of service become effective upon posting on the website for the applicable Cloud Service or as stated in our e-mail notice message. By continuing to use the Cloud Services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service. Please check the website for the applicable Cloud Service regularly. We last amended this Agreement on the date listed at the beginning of this Agreement.

(c) Term; Termination. The term of this Agreement commences when your organization’s account is created and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Cloud Services under your account by giving us notice in accordance with the notice provision of this Agreement. We may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to the Cloud Services, immediately if: (i) we change the way we provide or discontinue any Cloud Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Cloud Services poses a risk to the Cloud Services; (iv) we reasonably determine that your use of the Cloud Services may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason. If we suspend your right to access or use any portion or all of the Cloud Services, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Cloud Services promptly following resolution of the cause of your suspension.

(d) Effect of Termination. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue to store the data contained in backup snapshots or in a Bridge ID account that you have terminated or after termination of this Agreement.

(e) Force Majeure. We are not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, civil unrest, riots, acts or orders of government, acts of terrorism, or war.

(f) Disputes and Governing Law. The laws of the state of Ohio, excluding any applicable conflict of laws rules or principles, govern this Agreement and any dispute of any sort that might arise between you and us.

You agree to make reasonable attempts to resolve any dispute with a duly authorized representative of Bridge ID before seeking resolution by other means.

With the exception of bringing an individual claim against us in a small-claims court of competent jurisdiction, the exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) shall be binding arbitration administered by the American Arbitration Association. You are entitled to a fair hearing before a neutral arbitrator, not a judge or jury, who will determine your rights. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. If, for any reason, this arbitration agreement is held to be unenforceable, any litigation against the us (except for small-claims court actions) may be commenced only in the federal or state courts located in Cleveland, Ohio. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. Details about arbitration procedures can be found at the following website: https://www.adr.org

By using the Cloud Services in any manner, you agree to the above arbitration agreement and GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). Whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding. YOU AGREE TO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

(g) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the website for the applicable Cloud Service or sending a message to the e-mail address associated with your account. You will be deemed to have received any e-mail sent to the e-mail address then associated with your account when we send the e-mail, whether you actually receive the e-mail. To give us notice under this Agreement, you must send us your notice either (i) by e-mail to legal@optimum-holdings.com, or (ii) by certified mail, return receipt requested, to:

Bridge ID, LLC
Attention: Legal Department
P.O. Box 381
Gates Mills, Ohio 44040-0381
United States of America

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