Metadata Usage Terms (for Relying Parties or Service Providers)

THIS METADATA USAGE TERMS (“Terms”) governs your use of Metadata Statements
and BLOB files, including Metadata Statements in the BLOB files (collectively
“METADATA”) accessed, viewed, downloaded or otherwise received by you (“You”)
directly from the Metadata Service (“MDS”), operated by FIDO Alliance, Inc.
(“FIDO”). The specification of Version 3.0 of the Metadata Statements is
defined by FIDO in the FIDO Metadata Statements Specification available at https://fidoalliance.org/specs/mds/fido-metadata-statement-v3.0-ps-20210518.html
. Each Metadata Statement is owned and contributed by its respective vendor
(“Contributing Vendor”) through the MDS for use by You in accordance with
the provisions of these Terms. The BLOB file is owned and made available by
FIDO for use by You in accordance with the provisions of these Terms. The specification
of the BLOB file is defined by FIDO in Version 3.0 of the FIDO Metadata Service
Specification available at https://fidoalliance.org/specs/mds/fido-metadata-service-v3.0-ps-20210518.html.
By continuing to access the MDS and use METADATA, You agree to accept and be
bound by the terms of these Terms. If You do not agree to be bound by these
Terms (or any part thereof), You are not granted permission to use the MDS or
METADATA.

1. METADATA License; Minimum Terms for Third Party Use of METADATA

1.1 Subject to your acceptance and agreement to be bound by these Terms, You
may access and use the MDS in order to access, view, download and use the METADATA
solely for the purpose of enabling authentication in accordance with FIDO Specifications
found at https://fidoalliance.org/specifications/download/ (“Authorized Use”).

1.2 Subject to your acceptance and agreement to be bound by these Terms, the
Contributing Vendor of a Metadata Statement grants You a limited, royalty-free,
non-exclusive, nontransferable, nonsublicenseable right to access, download,
view and use the Metadata Statement solely for the purpose of enabling authentication
in accordance with FIDO Specifications found at https://fidoalliance.org/specifications/download/
.

1.3 Subject to your acceptance and agreement to be bound by these Terms, FIDO
grants You a limited, personal, royalty-free, non-exclusive, nontransferable,
nonsublicenseable right to access, download, view and use the BLOB file solely
for the purpose of enabling authentication in accordance with FIDO Specifications
found at https://fidoalliance.org/specifications/download/ .

2. Ownership of FIDO Materials With the exception of the Metadata Statements,
which may contain non-public confidential and/or proprietary information of
the Contributing Vendors, the MDS, the BLOB file and all methodology, user interfaces,
trademarks, logos, content, and computer code therein (collectively, the “FIDO
Materials”), including the design, structure, selection, coordination, expression,
“look and feel,” and arrangement of the MDS, are owned by FIDO and are protected
by trade dress, trade secret, copyright, and trademark laws, and other intellectual
property rights. Except as expressly provided in these Terms, the MDS may not
be used, copied, reproduced, modified, republished, disassembled, reverse engineered,
uploaded, or distributed in any way for any purpose without FIDO’s express
prior written consent. For the avoidance of any doubt, FIDO, the FIDO logo,
and other FIDO logos and names of FIDO are trademarks of FIDO. You agree not
to display or use these trademarks in any manner without the prior, written
consent of FIDO, as specified for example in the FIDO Alliance Specification
Trademark License Agreement. Additionally, unless otherwise authorized, You
shall not, and shall cause your affiliates, agents, employees and contractors
not to, use or disclose to any third party any transaction information or other
data or information regarding any other users of the MDS, which is obtained
through the MDS or disclosed to You by FIDO in connection with a transaction
made via the MDS, for any purpose except as necessary to complete transactions
made through the MDS and otherwise fulfill their obligations under these Terms.

3. Unauthorized Activities.

3.1 Unauthorized Activities with respect to Metadata Statements and the BLOB File:

(a) You agree that You will not remove, delete, detach or modify any Legal Header
that is included in a Metadata Statement or a BLOB file. Removing, deleting,
detaching or modifying any Legal Header that is included in a Metadata Statement
or a BLOB file is a breach of these Terms and You shall cease use thereof immediately.

(b) You agree that You will not use any Metadata Statement or BLOB file for
(i) any illegal purpose that violate any local, national, or international laws;
(ii) any activities other than the Authorized Use set out in Section 1.1 above;
or (iii) modifying, copying, distributing, displaying, performing, reproducing,
publishing, licensing, creating derivative works from, transferring or selling
any Metadata Statement or BLOB file, unless otherwise authorized by FIDO and/or
the applicable Contributing Vendor in a separate written agreement.

(c) It is Your responsibility to use only valid Metadata Statements that You
downloaded from the MDS based on the latest BLOB file. You must check the validity
of the digital signature of the BLOB file prior to use of the BLOB file or any
included Metadata Statements. If the check of the digital signature fails, the
BLOB file is invalid. You agree that, upon determination of invalidity of a
BLOB file, You shall not use the invalid BLOB file. Subject to the preceding
sentence, (i) FIDO and/or the applicable Contributing Vendor strictly prohibits
You from using any part of an invalid BLOB file or included Metadata Statement
and (ii) using an invalid BLOB file or included Metadata Statement is strictly
prohibited under these Terms.

(d) You agree that You will promptly delete any copies of a Metadata Statement
that is no longer present in the latest version of the BLOB file available at
https://mds.fidoalliance.org/.

3.2 Unauthorized Activities with respect to MDS and FIDO Materials. You agree
that You will not knowingly access or use the MDS or any of the FIDO Materials
for (i) any illegal purpose that violate any local, national, or international
laws; (ii) any activities other than the Authorized Use set out in Section 1.1
above; (iii) modifying, copying, distributing, displaying, performing, reproducing,
publishing, licensing, creating derivative works from, transferring or selling
any of the FIDO Materials, unless otherwise authorized by FIDO in a separate
written agreement; (iv) attempting to gain unauthorized access to FIDO’s computer
system or engaging in any activity that interferes with the performance of,
or impairs the functionality of the MDS or any services provided through the
MDS; (v) removing, circumventing, disabling, damaging or otherwise interfering
in any way with any security-related features of the MDS aimed at preventing
or restricting the unauthorized use of the MDS or any of the FIDO Materials;
or (vi) any downloading or copying of the FIDO Materials, other than the BLOB
file, for any reason other than the uses expressly permitted hereunder, or any
use of data mining or similar data gathering and extraction tools.

3.3 Any unauthorized use of the Metadata Statements or the BLOB file as described
in Section 3.1, or any unauthorized use of the MDS and/or the FIDO Materials
as described in Section 3.2, without the prior written permission of FIDO and/or
the applicable Contributing Vendor is strictly prohibited. You acknowledge and
agree that any unauthorized use of the Metadata Statements, BLOB file, the MDS
and/or the FIDO Materials may cause irreparable harm to FIDO and/or FIDO Ecosystem
Providers (as defined below). In the event of such unauthorized use, FIDO and/or
the applicable Contributing Vendor shall be entitled to an injunction in addition
to any other remedies available at law or in equity.

4. Third Party Links and Content. The MDS may contain links or APIs to other
websites or advertisements for or placed by third parties, as well as websites
that enable You to obtain information including certain metadata, purchase products
and services. Your use of any third party’s website, services, or content
is subject to the terms and conditions of such third party. It is solely your
obligation to review and understand the practices and policies of such third
parties. FIDO will use commercially reasonable efforts to review and monitor
any third party materials in the MDS, but in any event expressly disclaims any
responsibility for such content, the accuracy of the information, or quality
of products or services provided by or advertised by third parties or the transactions
You conduct or enter into with third parties. FIDO does not endorse any product,
service, or treatment provided on a third party website or advertised or provided
on the MDS.

5. Disclaimer. The MDS, METADATA and the FIDO Materials are for informational
purposes only. Without limiting anything else in these Terms or otherwise, FIDO
and its subsidiaries, affiliates, suppliers, licensors, members, partners, relying
parties and Contributing Vendors contributing their Metadata Statements (collectively,
“FIDO Ecosystem Providers”) shall not be responsible for any errors or omissions
in the MDS, METADATA or FIDO Materials. FIDO and the FIDO Ecosystem Providers
are not responsible for and do not guarantee the accuracy or completeness of
any FIDO Materials, METADATA, products, data, services, links, advertisements
or other items contained within the MDS. FIDO reserves the right to immediately
remove any FIDO Materials or METADATA should the FIDO Materials or METADATA
contain serious errors (intentional or unintentional), false or fraudulent information,
information infringing third party proprietary rights, malware, illegal content
or the like and to insure smooth operation of the MDS. THE MDS, THE FIDO MATERIALS,
METADATA, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE
AVAILABLE THROUGH THE MDS ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.”
USE OF THE MDS, FIDO MATERIALS AND THE METADATA IS ENTIRELY AT YOUR OWN RISK.
FIDO AND THE FIDO ECOSYSTEM PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES,
AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE MDS, THE
METADATA, THE FIDO MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON,
IN AND MADE AVAILABLE THROUGH THE MDS, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND
NON-INFRINGEMENT.

6. Limitation of Liability. EACH PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL,
OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST
PROFITS, WHICH MAY OR DOES RESULT FROM THIS AGREEMENT OR THE SUBJECT MATTER
THEREOF.

7. Indemnification. You shall indemnify FIDO and its directors, officers, employees,
agents and any Contributing Vendors (“FIDO Indemnitees”) against any and
all third party claims, actions, suits, and other proceedings (“Claims”)
arising out of or incurred in connection with (a) Your use of the MDS, METADATA,
FIDO Materials or any services, product or data obtained through the MDS; (b)
Your fraud, violation of law, negligence, willful misconduct; and (c) any other
use by You of the MDS, the METADATA, the FIDO Materials, or the services, products,
information and other materials on, in and made available through the MDS, including
any breach by You of these Terms, and shall indemnify and hold FIDO Indemnitees
harmless from and against all judgments, losses, liabilities, damages, costs,
and expenses (including reasonable attorneys’ fees and attorneys’ disbursements)
arising out of or incurred in connection with such Claims. You agree to promptly
notify FIDO of any Claims filed by third parties resulting from or in connection
with the access or use of the MDS, METADATA, FIDO Materials or any services,
product or data obtained through the MDS or the METADATA by You.

8. Internet Security. FIDO uses commercially reasonable efforts to ensure that
the MDS is generally available and secure. You acknowledge that the technical
processing and transmission of the content on the MDS, including any information
that You transmitted, may involve (a) transmissions over various public networks
and (b) changes to conform and adapt to technical requirements of connecting
networks or devices, over which FIDO and the FIDO Ecosystem Providers do not
have control and are not responsible.

Changes to Terms. FIDO reserves the right to modify, change, or update these
Terms at any time. Notice of any new or revised Terms, as well as the location
of the new or revised Terms, will be posted on the MDS website. FIDO agrees
that it will post a notification for any changes to these Terms on the MDS website
no later than thirty (30) days before the changes become effective. If You do
not agree to the Terms as changed, You must terminate these Terms before the
changes become effective.

10. Termination. You may terminate these Terms at any time for any reason. FIDO
may suspend or terminate these Terms between You or your account and/or your
ability to access and use the MDS, or any services on the MDS, for failure to
comply with these Terms, for providing FIDO with untrue or inaccurate information
about yourself, for infringement of FIDO proprietary rights, or for any other
reason whatsoever. As a consequence of termination of these Terms, You shall
cease access and use of the MDS, the Metadata Statements and BLOB files. Sections
2, 3, 5, 6, 7, 10, 11 and 12 shall survive any termination of these Terms.

11. Governing Law and Jurisdiction. These Terms represent the entire agreement
between You and FIDO with respect to the subject matter hereof, and supersede
any and all prior and contemporaneous written and oral representations, understandings,
and agreements, express and implied, and will be governed by and construed in
accordance with the laws of the State of California, without reference to its
conflict of law rules. By agreeing to these Terms or accessing the METADATA,
You consent and agree to (a) the exclusive jurisdiction of the federal and state
courts located in San Jose, California; (b) accept service of process by personal
delivery or mail; and (c) irrevocably waive the right to trial by jury and any
jurisdictional and venue defenses otherwise available.

12. Miscellaneous. Without limiting any other provision hereunder set forth,
FIDO makes no representation that the MDS, FIDO Materials, METADATA, services,
products, information or other materials available on, in, or through the MDS
is appropriate or available for use in other locations. The waiver or failure
of FIDO to exercise in any respect any right provided hereunder shall not be
deemed a waiver of such right in the future or a waiver of any other rights
established under these Terms. Headings used in these Terms are for reference
only and shall not affect the interpretation of these Terms. No person or entity
not a party to these Terms will be deemed to be a third-party beneficiary of
these Terms or any provision hereof. When used herein, the words “includes”
and “including” and their syntactical variations shall be deemed followed
by the words “without limitation.” Any personal information that is provided
by or on behalf of You to FIDO in connection with the MDS is subject to our
Privacy Policy. For more information, click here to view the Privacy Statement,
https://fidoalliance.org/privacy-policy/ which is incorporated into these Terms
by reference, as if set forth fully herein.

Dated: 2020-01-30
Version UT-3.00