These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of a legal entity (“you”, “customer”) and Impierce Technologies B.V. ("us", "we", "our" or "Impierce") concerning your access to and use of the Service. You agree that by accessing the Service, you have read, understood, and agreed to be bound by all of these Terms.

1. JURISDICTION AND ELIGIBILITY

The information provided when using our Service is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution would be contrary to law. Those who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws. The Service is intended for use by authorized users acting strictly on behalf of the customer organization. You are responsible for ensuring that all authorized users to whom you provide access to the Service are employees or authorized contractors of your organization and meet any internal organizational policies or local legal age requirements for professional use.

2. INTELLECTUAL PROPERTY RIGHTS

We are the owner or licensee of all intellectual property rights in our Service, including source code, software, and trademarks. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access or use the Service, which, depending on your deployment model, may include access to our hosted platform or a license to download and operate the software for Self-Hosting purposes. Any breach of these rights constitutes a material breach, and your right to use our Service will terminate immediately. By sending us any feedback or suggestions, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and sub-licensable license to use, implement, and commercialize such submissions for any purpose without restriction or compensation to you. You remain solely responsible for the content you create through any part of our Service.

3. DEPLOYMENT MODELS

SaaS (Software as a Service): You are granted a non-exclusive, non-transferable right to access and use the Service hosted by us for your internal organizational use. We maintain the infrastructure and are responsible for platform security, while you retain full ownership of the data you process.

Self-Hosted: You are granted a revocable, non-exclusive, non-transferable subscription license to download, install, and operate the software within your managed environment for your internal organizational use. You are responsible for the infrastructure and security of the deployment, and your right to operate the software is contingent upon an active subscription.

4. PRIVACY AND DATA PROTECTION

Our processing of personal data on your behalf as a service provider is governed by our Data Processing Addendum (DPA), which is incorporated by reference into these Terms, unless a separate, standalone Data Processor Agreement has been executed in writing. For more information regarding how we handle your data in our capacity as a data controller, please refer to our Privacy Statement.

5. CONFIDENTIALITY

Each party agrees to protect the other’s non-public information exchanged under these Terms with the same degree of care it uses for its own similar information. All non-public information exchanged shall be treated as confidential for a period of three (3) years after disclosure. Notwithstanding the foregoing, any information qualifying as a trade secret shall remain confidential indefinitely.

Confidentiality obligations shall not apply to information that:

• is or becomes publicly available without breach of these Terms;

• was lawfully known to the receiving party prior to disclosure;

• is independently developed without use of the confidential information; or

• is required by law to be disclosed.

6. DATA OWNERSHIP, EXPORT & DELETION

All data input into or generated by the Service remains your sole property, and we make no claim to your generated content, special categories of data, protected records or any other sensitive records managed by your organization. To prevent vendor lock-in and support your freedom of choice, we ensure that your data is exportable in structured, machine-readable format upon request, and we shall not impose any fees for data extraction or related administrative support should you choose to switch to an alternative service provider. The return and deletion of data is governed by the terms of our Data Processing Addendum unless a separate, standalone Data Processor Agreement has been executed in writing.

7. RESTRICTIONS

Your access to the service is subject to the following restrictions:

• Sell, resell, rent, lease, or otherwise provide access to the Service to any third party for commercial gain, unless explicitly permitted under a separate written and signed Reseller Agreement.

• Sell, assign, transfer, or otherwise grant platform access rights to any individual or entity who is not an employee or authorized contractor of your organization.

• Use the Service for any fraudulent, deceptive, or illegal purposes, or to facilitate such activities.

• Use the platform to impersonate any entity, or falsely state or otherwise misrepresent an affiliation with an entity.

• Attempt to gain unauthorized access to our infrastructure or disrupt the integrity and performance of the Service.

• Perform any load testing, probing, or vulnerability scanning of our platform or core software without our express written consent.

• Reverse engineer or decompile non-open-source components, except to the extent that specific components are provided under an open-source license that expressly permits such activities.

8. AI USAGE AND COMPLIANCE

Neither party shall use the Service to facilitate activities that violate applicable laws or regulations, including those governing artificial intelligence (AI). You acknowledge that we do not provide, monitor, or oversee any external AI systems or automated decision-making processes you may choose to integrate with the Service. Consequently, you are solely responsible for ensuring that such integrations comply with the legal requirements applicable to your jurisdiction. Where required by such laws, this includes maintaining mandatory human oversight and adhering to prohibitions against high-risk or discriminatory practices, such as unauthorized social scoring. You agree to indemnify and hold us harmless from any regulatory fines, third-party claims, or legal consequences arising from your choice to utilize AI or automated logic in connection with the Service.

9. FAIR USE AND SYSTEM STABILITY

To ensure system stability, we reserve the right to establish technical Rate Limits on specific API calls or Service functions. You shall not attempt to bypass these technical protective measures through automated scripts or other circumvention methods. Performing any load testing, probing, or vulnerability scanning of the platform is strictly prohibited without our express written consent.

10. OUR COMMITMENTS

We are committed to open standards, interoperability, data privacy, and fair business practices. The Service is designed to support individuals in using their preferred digital identity wallet through our adherence to internationally recognized open standards and interoperability profiles. We maintain an ongoing commitment to align the Service with evolving standards for digital identity.

11. BILLING AND CANCELLATION

The fees for your use of the Service are specified in your applicable Order Form. Subscriptions do not renew automatically. We will contact you by email prior to expiry to discuss renewal terms and communicate any updated pricing for subsequent periods. All fees are exclusive of VAT, and invoices are due and payable within thirty (30) days of the invoice date. In the event of any direct conflict between the terms of an Order Form and these Terms, the Order Form shall prevail solely for the specific transaction described therein. All purchases are non-refundable, and your commitment to the Service is for the full duration of the Subscription Term specified in the Order Form. Should you choose to discontinue use of the Service prior to the end of the term, no refunds or credits for unused periods will be provided.

12. TERM AND TERMINATION

Either party may terminate these Terms if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days of receiving written notice. Notwithstanding the foregoing, we reserve the right to temporarily suspend access to the Service without prior notice if we identify an imminent threat to the security, integrity, or stability of the platform, or if you are in violation of the restrictions set forth in these Terms. Such suspension shall be proportionate to the risk identified, and we will notify you without undue delay to explain the reason for the suspension and the steps required to restore access.

13. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove contents of the Services at any time for any reason at our sole discretion without notice. We cannot guarantee the Services will be available at all times. Service level commitments and support response times shall be governed by the applicable Order Form or any Service Level Agreement (SLA) incorporated into the Agreement. We have no liability for any loss or damage caused by your inability to access the Services during downtime, except as expressly provided in an applicable Order Form or SLA.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control that could not have been foreseen or prevented, including but not limited to natural disasters, war, strikes, government restrictions, or large-scale internet outages. This does not excuse the Customer’s obligation to pay for Services already rendered. A party claiming relief must notify the other party in writing within seven (7) business days.

15. INDEMNIFICATION

We shall defend and hold you harmless from any third-party claims that the Service infringes upon a valid patent or trademark, and we shall pay any direct damages and costs finally awarded against you or agreed to in a written settlement approved by us. Conversely, you shall indemnify and hold us harmless against any claims or legal costs arising from the content you issue or your unauthorized use of the Service. Our obligations under this section are contingent upon you providing us with prompt written notice of any claim, sole control of the defense and settlement, and all reasonable assistance.

16. DISCLAIMER OF WARRANTIES

The Service is provided on an as-is and as-available basis. We disclaim all warranties, express or implied, in connection with the Service and your use thereof. We assume no liability or responsibility for any errors, mistakes, or inaccuracies of content, personal injury or property damage of any nature whatsoever, any unauthorized access to or use of our servers, or any viruses or malicious code transmitted through the Service by any third party.

17. LIMITATION OF LIABILITY

Except for cases of willful misconduct or gross negligence, our total aggregate liability arising out of or related to this Agreement shall be limited to the total fees you have paid to us in the twelve (12) month period immediately preceding the first incident giving rise to the claim. In no event shall either party be liable for any lost profits, lost revenues, loss of goodwill, or any indirect, special, incidental, or consequential damages. Nothing in these Terms shall limit liability for death or personal injury caused by negligence, and these limitations shall not apply to our third-party intellectual property indemnification obligations, your payment obligations, or either party's liability for fraud.

18. MARKETING AND REFERENCES

Neither party shall use the other party's name, logo, or trademarks in any marketing materials, website content, or public announcements without the prior written approval of the other party. Any such approved use must strictly comply with the providing party’s branding guidelines. Either party may revoke a previously granted approval at any time upon written notice, after which the other party shall cease such use and remove the relevant materials from public view within thirty (30) days.

19. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the Netherlands. Both parties agree to attempt to negotiate any dispute informally for at least thirty (30) days before initiating legal proceedings. Any disputes arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of the Netherlands.

20. AMENDMENTS AND MODIFICATIONS

We reserve the right to modify these Terms at any time. We will notify you of changes by updating the "Last Updated" date ; however, for material changes that significantly affect your rights or obligations, we will provide at least thirty (30) days' advance notice via email to your designated Agreement Contact. Your continued use of the Service after the effective date of any change constitutes your acceptance of the new Terms. If you do not agree to a material change, you may terminate the Agreement as your sole remedy by providing written notice before the change takes effect, in which case we will provide a pro-rata refund of any prepaid fees for the remaining term.

21. FINAL PROVISIONS

Entire Agreement: These Terms, together with any executed Order Forms, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous discussions, emails, or agreements, whether written or verbal. Any changes or amendments must be made in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or obligations under these Terms without prior written consent, except in the event of a merger, acquisition, or sale of all or substantially all of its assets.

Severability: If any provision of these Terms is found by a court or arbitrator to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the rest of the Terms remain in full force and effect.

Survival: All sections of these Terms which by their nature should survive termination shall survive, including but not limited to Confidentiality, Data Ownership, License Compliance, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution.

No Waiver: No failure or delay by either party to exercise any right under these Terms shall constitute a waiver of that right. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.