TokenWorks, Inc.
Last Updated: April 8, 2026
This Master Service Agreement (“MSA”) is entered into by and between TokenWorks, Inc., a corporation (“TokenWorks”), and the customer who accepts this agreement (“Customer”).
This Agreement consists of and incorporates by reference: (1) this MSA; (2) the Data Processing Addendum (“DPA”); (3) the product-specific addenda, including the IDVisor Product Addendum, IDVisor Sync Product Addendum, iVerifier Product Addendum, and others as applicable (“Product Addenda”); (4) the Documentation; and (5) any Order Forms.
The order of precedence for this Agreement shall be: (1) the applicable Product Addendum; (2) the DPA, with respect to data protection and privacy matters; (3) this MSA; and (4) the Documentation. In the event of any conflict between these documents, the document listed first shall control.
This Agreement becomes effective on the date Customer accepts it (“Effective Date”) and continues through the term set forth in Section 10 unless earlier terminated in accordance with the terms herein.
The following capitalized terms have the meanings set forth below:
Subject to the terms and conditions of this Agreement and payment of applicable fees, TokenWorks grants Customer a non-exclusive, non-transferable, limited, personal license to access and use the Services solely for Customer’s internal business purposes. The Services are licensed, not sold. This license is personal to Customer and may not be used by or made available to any Affiliate unless TokenWorks provides prior written approval. All intellectual property rights, including but not limited to patents, copyrights, trademarks, and trade secrets, in and to the Services remain the exclusive property of TokenWorks. “TokenWorks,” “IDScanner.com,” “IDVisor,” “IDSentry,” “AgeVisor,” and “IDentiFake” are registered trademarks of TokenWorks, Inc. “iVerifier” is a trademark of TokenWorks, Inc. TokenWorks reserves all rights not expressly granted herein.
The Services may include or integrate with certain third-party services, content, or materials. Customer’s use of any such third-party services is at Customer’s sole risk and is subject to the terms, conditions, and privacy policies of the respective third-party providers. TokenWorks does not endorse or assume any responsibility for third-party services and does not grant any license to third-party intellectual property or materials.
If Customer provides any feedback, suggestions, comments, or requests regarding the Services to TokenWorks, Customer hereby grants TokenWorks a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Services and TokenWorks’ products without any obligation to Customer.
TokenWorks shall: (a) make the Services available to Customer in accordance with the terms of this Agreement; (b) provide standard technical support services as described in the Documentation; (c) use commercially reasonable efforts to maintain the availability of the Services; and (d) provide the Services in accordance with all applicable Laws.
Customer shall register for an account on the TokenWorks Portal and provide accurate, complete, and current registration information. Customer is responsible for maintaining the confidentiality of its Access Credentials and is fully responsible for all activity that occurs under its account. Customer shall not share its Access Credentials with any other person or entity without prior written consent from TokenWorks. Customer shall promptly notify TokenWorks of any unauthorized use of its Access Credentials or any other breach of account security.
The Services are offered on a subscription basis as specified in the applicable Product Addendum or as configured in Customer’s Portal account. Subscriptions automatically renew for successive billing periods unless Customer cancels by providing written notice at least thirty (30) calendar days before the expiration of the then-current billing period. ALL SUBSCRIPTION FEES ARE NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW. CUSTOMER SHALL NOT BE ENTITLED TO ANY REFUND OF PREPAID FEES FOR ANY PORTION OF THE SUBSCRIPTION PERIOD REMAINING AFTER CANCELLATION OR TERMINATION OF THE SUBSCRIPTION.
TokenWorks reserves the right to modify, update, improve, or discontinue the Services (or any portion thereof) at any time, with or without notice, for reasons including but not limited to quality improvements, performance enhancements, security updates, compliance with Law, or other operational reasons. TokenWorks shall use commercially reasonable efforts to notify Customer of material adverse changes to the Services.
TokenWorks is responsible for the acts and omissions of its employees, agents, and representatives. TokenWorks may engage subcontractors to assist in providing the Services. TokenWorks shall remain responsible for all subcontractors’ compliance with applicable provisions of this Agreement, including the DPA, and shall impose data protection obligations on subcontractors that are consistent with TokenWorks’ obligations hereunder.
TokenWorks may suspend Customer’s access to or use of the Services, or terminate this Agreement, without liability to Customer, in the event that: (a) TokenWorks receives a legal demand, subpoena, or order from a law enforcement agency or other governmental authority requiring such action; or (b) TokenWorks reasonably believes that Customer has violated the terms of this Agreement, exceeded the scope of authorized use, engaged in fraudulent activity, or poses a threat to the security or integrity of the Services or other customers. Such suspension or termination shall not limit any other rights or remedies available to TokenWorks.
Customer’s use of the Services is subject to usage limits as specified in the applicable Product Addendum or as configured in Customer’s account subscription. TokenWorks shall work with Customer regarding overages or increased usage needs. Fees for excess usage shall be calculated on a pro-rata basis in accordance with the applicable Product Addendum.
Customer shall not and shall not permit Authorized Users or any other person or entity to:
Customer shall promptly notify TokenWorks of any breach or violation of these restrictions and shall cooperate with TokenWorks in addressing such breach.
To the extent that TokenWorks processes Personal Data on behalf of Customer, the terms of the DPA shall apply and shall control with respect to such processing.
Customer acknowledges that TokenWorks may use Customer Data to deliver, maintain, support, develop, train, improve, and enhance the Services, including for the purpose of training and improving artificial intelligence, machine learning, and natural language processing systems, to the extent permitted by applicable Law and the terms of the DPA.
TokenWorks shall implement and maintain reasonable administrative, technical, and organizational safeguards to protect Customer Data against unauthorized access, disclosure, modification, and destruction, consistent with industry standards and as required by applicable Law. These measures shall be detailed in the DPA.
Customer is responsible for protecting Customer Data in transit to TokenWorks’ systems, securing all Access Credentials, maintaining the security of Customer’s own systems and networks, and securing all integrations with the Services. Customer shall implement appropriate technical and organizational measures to protect access to and use of the Services.
Customer represents and warrants that: (a) it has obtained all necessary rights, permissions, consents, and authorizations to provide Customer Data to TokenWorks and authorize TokenWorks’ processing thereof; (b) Customer Data is accurate, complete, and of sufficient quality for the purposes for which it is being processed; (c) Customer Data is lawful and does not violate any applicable Law; and (d) Customer shall not provide Customer Data in violation of any Law, regulation, order, third-party rights, or this Agreement.
Customer is responsible for maintaining its own backups of Customer Data. Upon termination or expiration of this Agreement, Customer shall have a thirty (30) day window to export Customer Data from the TokenWorks Portal. After such thirty-day period, TokenWorks shall have no obligation to retain Customer Data and may delete it. TokenWorks may retain Customer Data in backup, archival, and disaster recovery systems for an additional period as required for operational continuity, subject to the confidentiality obligations herein.
Customer shall pay the fees for the Services as specified in the applicable Product Addendum or as configured in Customer’s account on the TokenWorks Portal. The Services are offered on a subscription basis with recurring charges. ALL SUBSCRIPTION FEES ARE NON-CANCELABLE AND NON-REFUNDABLE EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW. TokenWorks may charge additional fees for services beyond the scope of the subscription, as agreed in writing by both parties.
TokenWorks shall bill Customer’s valid credit card maintained on file in the TokenWorks Portal for all charges in accordance with the applicable Product Addendum and the billing cycle selected by Customer. Charges shall be made in advance of each billing period unless otherwise specified in the Product Addendum. TokenWorks may, at its option, offer invoice payment arrangements to Customer.
Customer is responsible for all federal, state, and local taxes, duties, and governmental charges relating to Customer’s use of the Services, excluding TokenWorks’ income taxes. If Customer is exempt from taxes, Customer shall provide TokenWorks with applicable tax exemption documentation.
If Customer fails to pay any fees when due, TokenWorks may charge interest on the unpaid balance at the rate of one percent (1%) per month or the maximum rate permitted by Law, whichever is less. Customer shall also be responsible for any reasonable collection costs and reasonable attorneys’ fees incurred by TokenWorks. TokenWorks may suspend or terminate Customer’s access to the Services for non-payment of fees.
If Customer disputes any charges, Customer shall provide written notice to TokenWorks within sixty (60) calendar days of the charge. TokenWorks and Customer shall attempt in good faith to resolve any dispute within a period of sixty (60) days. During the good-faith dispute resolution period, Customer shall not withhold or delay payment of undisputed fees.
TokenWorks may increase fees upon sixty (60) calendar days’ prior written notice before the commencement of a new subscription term. If Customer objects to a fee increase, Customer’s sole remedy shall be to terminate the subscription by providing non-renewal notice in accordance with Section 2.6.
Confidential Information means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to trade secrets, technical data, customer lists, product roadmaps, and pricing information.
Each party shall protect the other party’s Confidential Information using no less than the degree of care it uses to protect its own confidential information, which shall be at least reasonable care. Confidential Information shall be used solely for the purposes of this Agreement and shall not be disclosed to third parties without the disclosing party’s prior written consent, except as provided in Section 6.4.
Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party’s possession before disclosure; (c) was rightfully received by the receiving party from a third party without breach of confidentiality obligations; (d) is independently developed by the receiving party without reference to the Confidential Information; or (e) is disclosed to the receiving party by the disclosing party without restriction on further disclosure.
A party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by written confidentiality obligations no less protective than this Agreement. A party may also disclose Confidential Information when required by court order, law, regulation, or governmental demand, provided that the disclosing party gives prompt written notice to the disclosing party and uses reasonable efforts to limit the scope of such disclosure.
Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) it has authority and power to enter into this Agreement; and (c) this Agreement constitutes a legal and binding obligation that is enforceable against it.
TokenWorks warrants that the Services shall materially conform to the Documentation provided to Customer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TOKENWORKS DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE OPERATION. TOKENWORKS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL HARMFUL COMPONENTS WILL BE ELIMINATED.
Customer shall defend, indemnify, and hold harmless TokenWorks and its officers, directors, employees, agents, and successors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s breach of this Agreement; (b) Customer Data or Customer’s use thereof; (c) misuse of the Services by Customer or Authorized Users; or (d) any acts or omissions of Customer, Authorized Users, or third parties acting at Customer’s direction. TokenWorks may assume the defense of any such claim at its own expense, in which event Customer shall cooperate fully with TokenWorks in such defense.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR SYSTEM FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
EXCEPT FOR LIABILITY ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TOKENWORKS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IF NO FEES HAVE BEEN PAID, LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES PER PRODUCT ADDENDUM AND IS NOT AGGREGATED ACROSS MULTIPLE PRODUCT ADDENDA.
The initial term of this Agreement shall be one (1) year from the Effective Date (“Initial Term”). This Agreement shall automatically renew for successive one-year periods (“Renewal Terms”) unless either party provides written non-renewal notice to the other at least sixty (60) calendar days before the expiration of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”
(a) Termination by TokenWorks for Cause: TokenWorks may modify, suspend, limit, or terminate Customer’s access to the Services, or terminate this Agreement, on thirty (30) calendar days’ written notice if: (i) Customer fails to pay any fees when due; or (ii) Customer materially breaches any provision of this Agreement.
(b) Termination for Material Breach: Either party may terminate this Agreement on thirty (30) calendar days’ written notice if the other party commits a material breach of this Agreement, provided that the breaching party shall have thirty (30) calendar days from receipt of such notice to cure the breach, or such breach is incapable of cure, in which case the notice period shall be thirty (30) days. If the breach is cured within the thirty-day cure period, the termination notice shall be void.
(c) Termination for Bankruptcy: Either party may terminate this Agreement immediately upon the other party’s insolvency, bankruptcy, assignment for the benefit of creditors, receivership, or other inability to pay its debts as they become due.
If TokenWorks materially breaches this Agreement and Customer lawfully terminates this Agreement pursuant to Section 10.2(b), and TokenWorks fails to cure such breach within the thirty-day cure period, TokenWorks shall refund to Customer any prepaid fees for the unearned portion of the subscription period. If Customer terminates this Agreement for any other reason, or if TokenWorks terminates for Customer’s non-payment or breach, Customer shall be responsible for payment of all unpaid fees through the end of the then-current billing period.
Upon termination or expiration of this Agreement: (a) all of Customer’s rights to use the Services shall immediately terminate; (b) Customer shall cease all use of the Services; (c) Customer shall delete or return to TokenWorks all Confidential Information belonging to TokenWorks in its possession or control within thirty (30) days of termination, and shall certify such deletion or return in writing; (d) TokenWorks may retain Customer Data in backup, archival, and disaster recovery systems in accordance with Section 4.6 and subject to TokenWorks’ confidentiality obligations; and (e) the provisions of Sections 1, 6, 7, 8, 9, and 12 shall survive any termination or expiration of this Agreement.
If any dispute arises between the parties, the parties agree to attempt to resolve such dispute through good-faith negotiation between their respective executives at the vice-president level or above. Such negotiation shall take place within thirty (30) days of one party providing written notice of the dispute to the other. All communications and discussions during this negotiation period shall be confidential and shall not be admissible in any litigation or arbitration.
If the parties cannot resolve the dispute through executive negotiation within thirty (30) days, either party may submit the dispute to binding arbitration in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator who is a licensed attorney with at least fifteen (15) years of experience in commercial law. The arbitration shall take place in New York, New York. Each party shall bear its own costs and expenses, except that the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. The arbitrator may not award punitive damages, exemplary damages, or multiply damages. The arbitrator’s award shall be final and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section shall limit TokenWorks’ right to seek injunctive relief for breaches of Sections 2, 3, or 6 (Confidentiality) in a court of competent jurisdiction.
EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION AGAINST THE OTHER PARTY.
Customer acknowledges that breach of Sections 2, 3, or 6 (Confidentiality) would cause irreparable harm to TokenWorks for which monetary damages would not be a sufficient remedy. Accordingly, TokenWorks shall be entitled to seek injunctive relief and specific performance, in addition to all other remedies, for any such breach. Customer’s remedies shall be limited to monetary damages.
During the Term of this Agreement and for a period of six (6) months following termination or expiration, neither party shall, directly or indirectly, solicit, recruit, or attempt to hire any employee or full-time contractor of the other party, except for public postings that are not directed at such employees or contractors.
Customer and TokenWorks are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.
TokenWorks may use Customer’s name, logos, and indicia of Customer’s business in TokenWorks’ marketing materials, website, and customer case studies. Neither party shall make any public announcement concerning this Agreement or the parties’ relationship without the other party’s prior written consent, except as required by Law or stock exchange regulations.
All notices under this Agreement shall be in writing and shall be effective upon: (a) hand delivery; (b) overnight courier (FedEx, UPS); (c) email (with read receipt requested); or (d) certified mail, return receipt requested, in which case notice shall be deemed given on the tenth (10) day after mailing. Notices to TokenWorks shall be sent to the following address:
TokenWorks, Inc.
[ADDRESS]
Attn: Chief Operations Officer
Email: hello@tokenworks.com
Notices to Customer shall be sent to the contact information provided by Customer in the TokenWorks Portal or as updated by Customer in writing.
Customer acknowledges that TokenWorks does not collect, assemble, evaluate, or maintain information for the purpose of furnishing consumer reports as defined by the Fair Credit Reporting Act (FCRA), and the Services are not designed or intended to be used for determining consumer creditworthiness, eligibility for insurance, employment decisions, or any other purpose governed by the FCRA. TokenWorks does not use the Services in any manner that would violate the Fair Housing Act or other fair lending laws.
This Agreement, together with the DPA, the Product Addenda, and the Documentation, constitutes the entire agreement between the parties concerning the Services and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
TokenWorks may modify this Agreement at any time by posting the modified version on its websites (tokenworks.com and/or idscanner.com) or by email notice to Customer. Modified terms shall be effective upon continued use of the Services by Customer. Customer may not modify this Agreement except through written agreement signed by an authorized representative of TokenWorks.
TokenWorks may assign this Agreement to any successor or assign, including a purchaser of substantially all of its assets or business. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without TokenWorks’ prior written consent, and any attempted assignment shall be void.
Neither party shall be liable for any delay in or failure of performance under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions or embargoes, utility failures, internet or telecommunications outages, or failures of third-party service providers. The affected party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to mitigate the effect and resume performance as soon as practicable.
This Agreement is for the sole benefit of TokenWorks and Customer and their respective successors and assigns. There are no third-party beneficiaries to this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall, in good faith, attempt to negotiate a replacement provision that achieves the economic and legal effect of the invalid or unenforceable provision to the maximum extent permitted by Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
If you have any questions or concerns regarding this Agreement, please contact TokenWorks through the contact forms available on our websites at tokenworks.com or idscanner.com, or by email at hello@tokenworks.com.
Master Service Agreement | TokenWorks, Inc.
Last Updated: April 8, 2026
