Become an UmiKey Issuer

UmiKey Inc. operates the authoritative UmiKey services for all issued UmiKeys. 
For assistance or questions, please contact the UmiKey Customer Service at 
umi_us@umikey.com, http://umikey.com

1. DEFINITIONS

1.1 "Confidential Information" means all information and materials, including, without 
limitation, computer software, data, information, intellectual property, databases,
protocols, reference implementation and documentation, financial information, 
statistics and functional and interface specifications, provided by one party (the 
"Disclosing Party") to the other party (the "Receiving Party") under this Agreement 
and marked or otherwise identified as Confidential, provided that if a communication 
is oral, the Disclosing Party will notify the Receiving Party in writing, including 
by email, within 15 days of the disclosure that it is confidential and also
information which due to its content and nature the parties have agreed to have 
treated confidential whether or not so marked.

1.2 "UmiKey Issuer" issues UmiKeys to her users and use UmiKey services for UmiKey 
validation, issuance and management. It can log in to the UmiKey service console
to manage UmiKeys issued by her.

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and 
covenants contained herein and for other good and valuable consideration, the 
receipt, adequacy and sufficiency of which are hereby acknowledged, UmiKey Inc.
and UmiKey Issuer, intending to be legally bound, hereby agree as follows:

2. OBLIGATIONS OF UMIKEY INC.

2.1 Access to UmiKey validation, management, issuance and other portal services. 
Throughout the Term of this Agreement, UmiKey Inc. shall provide UmiKey Issuer 
with access as an UmiKey Issuer to the services that UmiKey Inc. operates.

2.2 Changes to System. UmiKey Inc. may from time to time make modifications to the 
service portal, UmiKey hardware, or other software or materials licensed hereunder
that will modify, revise or augment the features of the service. UmiKey Inc. will 
provide UmiKey Issuer with at least thirty days notice prior to the implementation of 
any material changes to UmiKeys, services, APIs or software tools.

2.3 Engineering and Customer Service Support. UmiKey Inc. shall provide UmiKey Issuer
with engineering and customer service support by email, instant messenger, and phone.

2.4 Handling of Personal Data. UmiKey Inc. shall notify UmiKey Issuer of the purposes 
for which Personal Data submitted to UmiKey Inc. by UmiKey Issuer is collected, the 
intended recipients (or categories of recipients) of such Personal Data, and the 
mechanism for access to and correction of such Personal Data. UmiKey Inc. shall 
take reasonable steps to protect Personal Data from loss, misuse, unauthorized 
disclosure, alteration or destruction. UmiKey Inc. shall not use or authorize the 
use of Personal Data in a way that is incompatible with the notice provided to 
UmiKey Issuer.

2.5 Changes of this agreement will happen but will only affect new 
UmiKey Issuers and upon contract renewals.

3. OBLIGATIONS OF UMIKEY ISSUER

3.1 Training. UmiKey Issuer must go through the training before issuing UmiKeys.
The UmiKey Issuer setup fee is not refundable since the package is custom-made for 
the UmiKey Issuer.

3.2 UmiKey Issuer shall be licensed to display a "UmiKey Verified Secure Logon" logo on 
its web site's front page, linking to http://umikey.com, after it has completed all 
qualification steps.

4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

4.1 Use of Confidential Information. During the Term of this Agreement, each party 
(the "Disclosing Party") may disclose its Confidential Information to the other party 
(the "Receiving Party"). Each party’s use and disclosure of the Confidential 
Information of the other party is subject to the following terms and conditions:

4.1.1 The Receiving Party will treat as strictly confidential, and use all reasonable 
efforts to preserve the secrecy and confidentiality of, all Confidential Information 
of the Disclosing Party, including implementing reasonable technical, physical, and 
administrative security measures and operating procedures.

4.1.2 The Receiving Party will use Confidential Information of the Disclosing Party 
solely for the purpose of exercising its rights and/or performing its obligations under 
this Agreement and for no other purposes whatsoever.

4.1.3 Except as expressly contemplated hereunder, the Receiving Party shall make no 
disclosures whatsoever of any Confidential Information of the Disclosing Party to 
others; provided that if the Receiving Party is a corporation, partnership, or 
similar entity, then the Receiving Party may disclose Confidential Information to its 
officers, employees, contractors and agents who have a demonstrable need to know such 
Confidential Information and: (a) who have been advised by the Receiving Party of the 
confidential nature of the Confidential Information and of the procedures required to 
maintain the confidentiality thereof; and (b) the Receiving Party ensures that they 
are legally obligated to comply with the terms of this Section 4.1; provided, further, 
that the Receiving Party shall be responsible for, and will indemnify the Disclosing 
Party in the manner set forth in Section 5.1 below, against, any unauthorized use or 
disclosure of any Confidential Information, whether by the Receiving Party or such 
personnel.

4.1.4 The Receiving Party shall not modify or remove any confidentiality legends 
and/or copyright notices appearing on any Confidential Information of the Disclosing 
Party.

4.1.5 The Receiving Party agrees not to prepare any derivative works based on the 
Confidential Information.

4.1.6 Notwithstanding the foregoing, this Subsection 4.1 imposes no obligation upon 
the parties with respect to information that, as indicated by reasonable written 
evidence, (i) is disclosed in the absence of a confidentiality agreement and such 
disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; 
(ii) is or has entered the public domain through no fault of the Receiving Party; 
(iii) is known by the Receiving Party prior to the time of disclosure; (iv) is 
independently developed by the Receiving Party without use of the Confidential 
Information; or (v) is made generally available by the Disclosing Party without 
restriction on disclosure.

4.1.7 The Receiving Party’s duties under this agreement shall expire five (5) years 
after the expiration or termination of this Agreement or earlier, upon written 
agreement of the parties.

4.2 Intellectual Property.

4.2.1 Subject to the licenses granted hereunder, each party will continue to 
independently own its intellectual property, including all patents, trademarks, 
trade names, service marks, copyrights, trade secrets, design rights, proprietary 
processes and all other forms of intellectual property.

4.2.2 Without limiting the generality of the foregoing, no commercial use rights 
or any licenses under any patent, patent application, copyright, trademark, know-how,
trade secret, or any other intellectual proprietary rights are granted by the 
Disclosing Party to the Receiving Party by this Agreement, or by any disclosure of 
any Confidential Information to the Receiving Party under this Agreement.


5. INDEMNITIES AND LIMITATION OF LIABILITY

5.1 Indemnification. UmiKey Issuer, at its own expense, will indemnify, keep indemnified, 
defend and hold harmless UmiKey Inc. and its employees, directors, officers, 
representatives, shareholders, agents, affiliates and subcontractors, against any 
claim, suit, action, or other proceeding brought against UmiKey Inc. or any affiliate 
of based on or arising from any claim or alleged claim (i) relating to any product or 
service of UmiKey Issuer; (ii) relating to any agreement, including UmiKey Issuer's dispute 
policy; or (iii) relating to UmiKey Issuer's business, including, but not limited to, 
UmiKey Issuer's advertising, UmiKey Issuer application process, systems and other 
processes, fees charged, billing practices and customer service provided. 

5.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, 
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES 
RESULTING FROM LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN 
CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.

5.3 Disclaimer of Warranties. THE UMIKEY ISSUER SERVICE PORTAL, TOOL KIT, AND ALL OTHER ITEMS 
PROVIDED BY UMIKEY INC. OR ITS SUBCONTRACTORS, ARE PROVIDED "AS-IS" AND WITHOUT ANY 
WARRANTY OF ANY KIND. UMIKEY INC. EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR 
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES 
AND CONDITIONS OF MERCHANTABILITY AND SATISFACTORY QUALITY AND FITNESS FOR A 
PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. UMIKEY INC. DOES 
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UMIKEY ISSUER TOOL KIT WILL MEET 
UMIKEY ISSUER’S REQUIREMENTS, OR THAT THE OPERATION OF THE UMIKEY ISSUER TOOL KIT WILL BE 
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE UMIKEY ISSUER TOOL KIT WILL BE 
CORRECTED.

FURTHERMORE, UMIKEY INC. DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE 
USE OR THE RESULTS OF THE UMIKEY ISSUER TOOL KIT OR RELATED DOCUMENTATION IN TERMS OF THEIR 
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE UMIKEY ISSUER TOOL KIT PROVE 
DEFECTIVE, UMIKEY ISSUER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR 
CORRECTION OF UMIKEY ISSUER’S OWN SYSTEMS AND SOFTWARE.

5.4 Reservation of Rights. UmiKey Inc. reserves the right to deny, cancel or transfer 
any UmiKey Issuer registration or transaction that it deems necessary, in its 
discretion; (1) to protect the integrity and stability of the service; (2) to comply 
with any applicable laws, government rules or requirements, requests of law enforcement, 
in compliance with any dispute resolution process; (3) to avoid any liability, civil 
or criminal, on the part of the Registry Operator, as well as its affiliates, subsidiaries, 
officers, directors, and employees; (4) for violations of this Agreement and its Exhibits; 
or (5) to correct mistakes made by UmiKey Inc. or any UmiKey Issuer in connection with an issuer. 
UmiKey Inc. also reserves the right to place an UmiKey Issuer or any UmiKey on hold, lock, 
or similar status during resolution of a dispute.


6. DISPUTE RESOLUTION

Any Dispute shall be finally, confidentially, and individually resolved by 
arbitration by three (3) arbitrators in accordance with the Rules; provided that this 
Agreement shall control if there is a conflict between it and the Rules. The seat of the 
arbitration shall be Delaware, USA. The language of the arbitration shall be English, and 
all documentation, testimony, or other materials submitted to the arbitrators shall be in 
the English language.

7. TERM AND TERMINATION

Termination. This Agreement may be terminated as follows:

7.2.1 Termination For Cause. In the event that either party materially breaches any 
of its obligations under this Agreement and such breach is not substantially cured 
within thirty calendar days after written notice thereof is given by the other party, 
then the non-breaching party may, by giving written notice thereof to the other party,
terminate this Agreement as of the date specified in such notice of termination, with
such date not being earlier than the date such notice is provided.

7.2.2 Termination at Option of UmiKey Issuer. UmiKey Issuer may terminate this 
Agreement at any time by giving UmiKey Inc. thirty days notice of termination.

7.2.3 Termination in the Event of Insolvency or Bankruptcy. Either party may terminate 
this Agreement if the other party is adjudged insolvent or bankrupt, or if proceedings 
are instituted by or against a party seeking relief, reorganization or arrangement under 
any laws relating to insolvency, or seeking any assignment for the benefit of creditors, 
or seeking the appointment of a receiver, liquidator or trustee of a party’s property 
or assets or the liquidation, dissolution or winding up of a party’s business.

7.2.4 This UmiKey Issuer agreement is automatically renewed annually with written consent from
both parties. There is no renewal fee.

8. Force Majeure. Neither party shall be liable to the other for any loss or damage 
resulting from any cause beyond its reasonable control (a "Force Majeure Event") 
including, but not limited to, insurrection or civil disorder, war or military operations, 
national or local emergency, acts or omissions of government or other competent authority,
compliance with any statutory obligation or executive order, industrial disputes of any 
kind (whether or not involving either party’s employees), fire, lightning, explosion, 
flood, subsidence, weather of exceptional severity, and acts or omissions of persons 
for whom neither party is responsible. Upon occurrence of a Force Majeure Event and 
to the extent such occurrence interferes with either party’s performance of this 
Agreement, such party shall be excused from performance of its obligations (other 
than payment obligations) during the first six months of such interference, provided 
that such party uses commercially reasonable efforts to avoid or remove such causes 
of nonperformance as soon as possible.

9. Notices. Any notice or other communication required or permitted to be delivered 
to any party under this Agreement shall be in writing and shall be deemed properly 
delivered, given and received when delivered (by hand, by registered mail, by courier 
or express delivery service, by e-mail or by fax during business hours) to the 
address or fax number indicated in this signed agreement or filled by the UmiKey Issuer
in the online UmiKey Issuer registration form.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date signed.


SIGNED for and on behalf of:
SIGNED for and on behalf of:

UmiKey Inc.
_________________________

by its authorized representative:
by its authorized representative:

Signature:
Signature:

Name:
Name:

Title:
Title:

Address:
Address:

Tel:
Tel:

Email:
Email:

Date:
Date: