Terms and Conditions

Effective starting 6 June

These Terms and Conditions (“Terms”) are entered into by and between ThatsMyFace, Inc. (“TMF”), with its principal place of business at 62 Upper Pitt St, and the entity agreeing to these Terms or any Order Form (“Client”). The parties agree as follows:

1. TERMS & CONDITIONS

1.1 Provision of Services.

TMF will provide its subscription service through the ThatsMyFace platform (the “Subscription Service”), and any professional services in relation to the implementation of the Subscription Service (the “Professional Services”; the Subscription Services and Professional Services may hereinafter be generally referred to as the “Services”) in accordance with these Terms and any terms and conditions provided for in an order form for the Subscription Service (“Order Form”) or a statement of work for the delivery of Professional Services (“Statement of Work”).

1.2 No Free Trial.

Unless otherwise agreed upon between the parties, TMF does not offer any free trials. Access to the Services is strictly subject to the payment terms as specified in the relevant Order Form.

1.3 Payment Tiers and Limitations.

Client’s use of the Subscription Service is limited by their payment tier, including the number of search terms, platforms, and search frequency as specified by their payment plan.

2. USE OF SERVICES

2.1 Data Collection.

TMF collects various types of personal data, including but not limited to names, email addresses, browsing habits, payment information, and biometric data (converted into tokens for facial recognition purposes).

2.2 Data Processing.

TMF processes data for purposes such as improving user experience, transaction processing, marketing, enhancing security, and analytics.

2.3 Consent and User Rights.

Consent is obtained through clear, affirmative actions. Users have the right to access, correct, delete their data, and object to or restrict processing. Users can exercise these rights by contacting TMF’s support team through specified channels on our website.

2.4 Data Sharing and Third Parties.

TMF may share user data with third-party service providers who assist in delivering our services. Data protection is ensured through strict contractual obligations with third parties.

2.5 Data Security Measures.

Security measures include encryption, regular audits, access controls, regular updates and patching, and employee training.

3. PAYMENT TERMS

3.1 Fees.

Client shall pay TMF the undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Client’s payments under these Terms are due net thirty (30) days from Client’s receipt of TMF’s invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable taxes.

3.2 Late Payments.

Client's failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, TMF may charge a late fee and/or suspend Client's access to the Services.

4. ACCOUNT AND SECURITY

4.1 Account Protection.

In the event that Client becomes aware that the security of their login information has been compromised, Client must immediately change the account’s login credentials.

4.2 Fair Use.

TMF’s priority is to keep the Services available and running at optimal speed, which requires each customer to use the Services fairly and reasonably so as not to affect the access or use by other customers.

5. TERMINATION

5.1 Termination for Breach.

If either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice.

5.2 Effect of Termination.

Upon termination of these Terms or an Order Form or Statement of Work due to Client's material breach, Client will pay for the Services rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work.

6. PROPRIETARY RIGHTS

6.1 Ownership; License; Retained Rights.

TMF owns all right, title, and interest in and to the Subscription Service. TMF grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service for the term of the applicable Order Form or Statement of Work.

6.2 Restrictions.

Client may not, and may not permit any third party to, copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service.

7. PRIVACY POLICY

The collection, use, and storage of Personal Data through TMF’s website is governed by TMF’s privacy policy. If Client's use of the Subscription Service requires TMF to process Personal Data, TMF will process Personal Data subject to TMF’s Data Processing Addendum.

8. WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY

8.1 TMF Warranty.

TMF represents and warrants that it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work.

8.2 Limitations of Liability.

EXCEPT AS SET FORTH BELOW, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY EITHER PARTY UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

8.3 Client's Indemnity.

Client shall indemnify, defend, and hold harmless TMF, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses resulting from any judgment or proceeding, or any settlement terms, from a third party’s claim that Client's use of the Services infringes any intellectual property rights.

8.4 TMF Indemnity.

TMF shall indemnify, defend, and hold harmless Client, Client's officers, agents, and employees against all losses, damages, liabilities, costs, and expenses resulting from any judgment or proceeding, or any settlement terms, from a third party’s claim that the Subscription Service, as provided by TMF to Client, infringes any intellectual property rights.

9. MISCELLANEOUS

9.1 Independent Contractors.

In performing under these Terms, each party is acting as an independent contractor.

9.2 Subcontractors.

If TMF subcontracts any portion of the Professional Services to a third party, TMF remains responsible for any acts or omissions of its subcontractors.

9.3 Export.

Client may not export or re-export any software included within the Subscription Service without receiving TMF’s written consent and any required license from the applicable governmental agency.

9.4 Force Majeure.

Neither party will be in default for failing to perform any obligation hereunder if such failure is caused by supervening conditions beyond the parties’ respective control.

9.5 Assignment.

Either party may assign these Terms in connection with a merger or the sale of all or substantially all of the contracting entity’s assets.

9.6 Notice and Delivery.

All notices, statements, and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing.

9.7 Governing Law and Jurisdiction.

These Terms shall be governed by the laws of [Your Jurisdiction], without giving effect to principles of conflicts of law.

9.8 Entire Understanding; Order of Precedence.

These Terms represent the parties' entire understanding relating to the Subscription Services and Professional Services and supersede any prior or contemporaneous communications.

9.9 Severability; Waiver.

The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.

9.10 Survival.

All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions, and indemnity obligations.

10. FINAL PROVISIONS

For inquiries regarding these terms of service, please contact us at:

ThatsMyFace Inc.

contact@thatsmyface.com