12. Miscellaneous provisions
GOVERNING LAW. This Terms is governed by the Hungarian law except for its conflicts of laws principles.
ENTIRE AGREEMENT. This Terms, together with the posted materials on the www.passbyme.com website and other legal documents made by the Client and Microsec (inter alia invoice, order form), constitute the entire agreement between the Client and Microsec with respect to the subject of this Terms and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Terms. If there is a conflict between any legal document and this Terms, the special terms in the legal documents are applied.
SEVERABILITY. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of this Terms will remain in full effect.
NOTICES. All communications and correspondence between the parties related to this agreement shall be in English. Any notice, report, communication to either party shall be deemed effectively given upon via e-mail from the key employees, or personal delivery, registered airmail return receipt requested, to the respective address provided for herein, or at such other address as is hereafter designated by a party in written notice complying with this section. Notice given via e-mail will be deemed to be delivered on the following business day after sending. All notifications by The Client to Microsec should be made to the e-mail posted on the www.passbyme.com website. Microsec sends notices to the Client to the e-mail given by the Client.
NON-WAIVER. The failure of a Party to insist upon or enforce strict performance of any of the terms of this Terms or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to enforce such terms or rights on any future occasion.
ASSIGNMENT. The Client may not assign or transfer the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the Parties in relation to the subject of this Terms without the written prior consent of Microsec. Microsec may not assign the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the Parties in relation to the subject of this Terms without providing notice to the Client, except Microsec may assign the contractual relationship under this Terms or any rights or obligations under this Terms or any other legal documents made by the Parties in relation to the subject of this Terms or any rights or obligations under thereof to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
NO AGENCY. Microsec and Client are not legal partners or agents, but are independent contractors. This Terms does not address or govern the Parties' relationships not specifically identified herein. To avoid any doubts, the relationship between the Parties shall not create any partnership, joint-venture nor shall any of one party's employees be considered as an employee of the other.
NO THIRD-PARTY BENEFICIARIES. There are no third-party beneficiaries to this Terms. Without limiting this section, the User is not third-party beneficiaries to Client's rights under this Terms.
FORCE MAJEURE. Neither party shall be liable to the other for any delay or non-performance of its obligations under this Terms arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, industrial dispute of a third party, riots, embargoes, hackers, viruses, denial-of-service attacks, Internet disturbance or any other event beyond its reasonable control ("Force Majeure Event"). Subject to the party so delaying promptly notifying the other party in writing of the reason for the delay and the likely duration of the delay, the performance of the delaying party's, obligations, to the extent affected by the delay, shall be suspended during the period that the cause persists and each party shall use all reasonable endeavours to avoid the effect of that cause provided that if performance is not resumed within 30 days of that notice, the non-delaying party may by notice in writing terminate this Terms. Neither party shall have any liability to the other in respect of the termination of this Terms as a result of a Force Majeure Event.
EXPORT RESTRICTIONS. The export and re-export of the PassBy[ME] product and authentication service may be subject to applicable export restrictions or embargo. The PassBy[ME] product and authentication service may not be used in the country that is subject to an embargo or export restriction by Hungary or the European Union and the Client must not use the services under the Terms in violation of any export restriction or embargo by the applicable jurisdiction. In addition, the Client must ensure that PassBy[ME] is not provided to anyone is subject to applicable export restriction or embargo.
STANDARDS AND COMPLIANCES. PassBy[ME] is built on and/or complies with the following main industry standards and recommendations:
- Payment Card Industry Data Security Standard (PCI DSS)
- MasterCard Site Data Protection Program (SDP)
- VISA Cardholder Information Security Program (CISP)
- Federal Financial Institutions Examinations Council, USA (FFIEC Internet Authentication guidance)
- PKI – Public Key Infrastructure
- rfc 5280 - Internet X.509 Public Key Infrastructure Certificate and CRL Profile
- rfc 2560 - X.509 Internet Public Key Infrastructure Online Certificate Status Protocol (OCSP)
- rfc 4043 - Internet X.509 Public Key Infrastructure Permanent Identifier
- rfc 5246 - The Transport Layer Security (TLS) Protocol
- SCEP - Simple Certificate Enrollment Protocol draft-nourse-scep-23
- NTC 3161 – Internet X509 Public Key Infrastructure, Time-Stamp Protocol (TSP)
- ETSI 101 903 V1.2.2, V1.3.2, XML Advanced Electronic Signatures (XAdES)
- SOAP – Simple Object Access Protocol
- MQ Telemetry Transport Protocol