Terms of Service

Welcome to VaxCPass. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Atlas Software Corporation("Company," "we," "us," or "our"), a corporation duly incorporated and registered under the laws of the Republic of Kenya, with its principal place of business at Karen Ngong Rd, Nairobi, Kenya. These Terms govern your access to and use of the VaxCPass mobile application, website, and all related services (collectively, the "Service").

By downloading, installing, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Service. These Terms apply to all users worldwide and are designed to comply with applicable international legal frameworks, including but not limited to the Kenya Contract Act (Cap 23), the European Union Consumer Rights Directive 2011/83/EU, principles of the United States Uniform Commercial Code (UCC), and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

1. Acceptance of Terms

By creating an account, downloading the VaxCPass application from the Google Play Store, or otherwise accessing or using any part of the Service, you represent and warrant that:

1. You are at least sixteen (16) years of age. If you are under the age of majority in your jurisdiction of residence, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.
2. You have the legal capacity to enter into a binding agreement under the laws of your jurisdiction of residence.
3. You agree to comply with all applicable local, national, and international laws, statutes, regulations, and ordinances in connection with your use of the Service.
4. Your use of the Service constitutes acceptance of these Terms as a binding contract between you and Atlas Software Corporation, regardless of whether you are acting in an individual or representative capacity.
5. You acknowledge that these Terms may be amended from time to time as described in Section 19, and that your continued use of the Service following any amendment constitutes your acceptance of the revised Terms.

If you are using the Service on behalf of an organization or entity, you further represent and warrant that you have the authority to bind that organization or entity to these Terms, and the terms "you" and "your" shall refer to that organization or entity.

2. Description of Service

2.1 Overview of VaxCPass

VaxCPass is a digital health passport application designed for international travelers. The Service enables users to securely store, manage, and present their vaccination certificates and health records in a digital format. VaxCPass is available exclusively on the Android platform via the Google Play Store.

2.2 Core Features

The Service includes, but is not limited to, the following features:

• Digital Health Record Storage: Secure storage of vaccination certificates, immunization records, and other health-related documents in a centralized digital vault.
• Tamper-Proof QR Code Generation: Generation of cryptographic, tamper-proof QR codes that encode verified health credential data for rapid presentation and verification by authorized parties, including border control authorities, airline staff, and healthcare providers.
• AI-Powered Travel Health Recommendations: Artificial intelligence-driven analysis of your health records, travel itinerary, and destination health requirements to generate personalized travel health advisories, vaccination reminders, and health risk assessments.
• Offline Functionality: The ability to access your stored health records and generate QR codes without an active internet connection, utilizing zero-knowledge encryption with AES-256 encryption standards to ensure data privacy and security at all times.
• Multi-Profile Support: Creation and management of multiple health profiles within a single account, facilitating family travel planning and group health record management.

2.3 Service Availability

We endeavor to maintain continuous availability of the Service; however, the Service is provided on an "as is" and "as available" basis. We do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice, subject to applicable law. Scheduled maintenance windows will be communicated in advance where reasonably practicable.

2.4 Third-Party Content

The Service may display, incorporate, or provide access to content, data, or information sourced from third parties, including but not limited to public health databases, government health authorities, the World Health Organization (WHO), and travel advisory services. We do not endorse, guarantee, or assume responsibility for the accuracy, completeness, or timeliness of any third-party content. Your reliance on such content is at your own risk.

3. Account Registration & Security

3.1 Age Requirement

You must be at least sixteen (16) years of age to create an account and use the Service. By creating an account, you represent and warrant that you meet this age requirement. If you are between 16 and 18 years of age (or the age of majority in your jurisdiction), we may require parental or guardian consent, which you represent has been obtained.

3.2 Accurate Information

When registering for an account, you agree to provide accurate, current, and complete information as prompted by the registration process, including but not limited to your full legal name, email address, phone number, and date of birth. You agree to promptly update any such information to keep it accurate, current, and complete. Providing false, misleading, or incomplete information may result in suspension or termination of your account.

3.3 Account Security

You are responsible for maintaining the confidentiality and security of your account credentials, including your password, PIN, and any biometric authentication methods used to access the Service. You agree to:

• Not share your account credentials with any third party.
• Immediately notify us of any unauthorized access to or use of your account, or any other breach of security of which you become aware.
• Accept all consequences of any activity that occurs under your account, whether or not you authorized such activity.
• Use strong, unique passwords and enable all available security features, including two-factor authentication where offered.

We shall not be liable for any loss or damage arising from your failure to comply with this section. We reserve the right to disable any account that, in our reasonable judgment, has been compromised or is being used in violation of these Terms.

3.4 One Account Per Person

Each individual is permitted to maintain one (1) active account. We reserve the right to investigate and terminate duplicate accounts without prior notice. Family plan subscribers may manage multiple profiles within a single account as permitted by their subscription tier.

4. Subscription Plans & Payments

4.1 Available Plans

VaxCPass offers the following subscription plans:

• Free Tier: A limited-feature plan available at no cost. The Free Tier permits storage of up to two (2) health records, generation of standard QR codes, and basic travel health advisories. Certain advanced features, including AI-powered recommendations, offline access, and priority support, are not included in the Free Tier.
• Individual Plan: Priced at USD $45.00 per month (or the equivalent in your local currency). Includes unlimited health record storage, tamper-proof QR codes, AI-powered travel health recommendations, offline functionality, and standard customer support.
• Family Plan: Priced at USD $99.00 per month (or the equivalent in your local currency). Includes all Individual Plan features for up to six (6) family members under a single account, with centralized record management and shared travel itineraries.
• Premium Plan: Priced at USD $200.00 per month (or the equivalent in your local currency). Includes all Family Plan features with no member limit, priority 24/7 customer support, expedited verification processing, advanced analytics dashboards, and API access for integration with corporate travel management systems.

4.2 Annual Billing

All paid subscription plans are available on an annual billing cycle, which offers savings compared to the equivalent monthly billing. Annual subscriptions are billed as a single upfront payment and renew automatically at the end of each annual period. The specific annual pricing and applicable discount will be displayed within the application at the time of purchase.

4.3 Billing & Payment Processing

Payments are processed through our authorized third-party payment processors. By subscribing to a paid plan, you authorize us to charge the applicable fees to your designated payment method. You represent and warrant that you are authorized to use the designated payment method and that all payment information you provide is accurate and complete. Applicable taxes, including but not limited to value-added tax (VAT), goods and services tax (GST), or sales tax, may be added to your subscription fee in accordance with local law and will be displayed during the checkout process.

4.4 Auto-Renewal

Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew at the then-applicable rate. Your payment method will be charged automatically on the renewal date. We will send a reminder notification at least seven (7) days before each renewal date. For Google Play Store subscriptions, renewal is managed in accordance with Google Play's billing policies and your Google Play subscription settings.

4.5 Free Tier Limitations

The Free Tier is offered at our sole discretion and may be modified, limited, or discontinued at any time with or without notice. We reserve the right to impose usage limits, feature restrictions, and advertising on the Free Tier. The availability and scope of the Free Tier does not create any contractual obligation on our part to continue offering free access to any portion of the Service.

4.6 Price Changes

We reserve the right to adjust our subscription pricing at any time. In the event of a price increase for your current plan, we will provide you with at least thirty (30) days' advance written notice via email or in-app notification. If you do not wish to continue your subscription at the new price, you may cancel your subscription before the effective date of the change without penalty. Continued use of the Service after the effective date constitutes your acceptance of the new pricing. Price reductions will take effect at the start of your next billing period.

5. Money-Back Guarantee

5.1 30-Day Guarantee

We offer a thirty (30) day money-back guarantee on all new paid subscription purchases. If you are not satisfied with the Service for any reason, you may request a full refund of your initial subscription fee within thirty (30) calendar days of your original purchase date, subject to the terms and conditions of this section.

5.2 How to Request a Refund

To request a refund under this guarantee, you must contact our customer support team at vaxcpass@gmail.com or +254-727-730-363within the thirty-day period. Your request must include your account email address, the reason for your refund request, and your original purchase confirmation. Refunds will be processed within fourteen (14) business days of receiving a valid request and will be credited to your original payment method. For purchases made through the Google Play Store, refund requests may also be submitted through Google Play's refund request system.

5.3 Exclusions

The money-back guarantee does not apply to:

• Subscription renewals (the guarantee applies only to the initial purchase of a new subscription).
• Upgrades or downgrades between subscription plans.
• Accounts that have been suspended or terminated for violation of these Terms.
• Users who have previously received a refund under this guarantee.
• Purchases made more than thirty (30) calendar days prior to the refund request.

6. Cancellation & Termination

6.1 User Cancellation

You may cancel your paid subscription at any time through the VaxCPass application settings or by contacting our customer support team. Upon cancellation, your subscription will remain active until the end of the current billing period, after which your account will revert to the Free Tier (if available) or be deactivated. No partial refunds will be provided for the unused portion of a billing period, except as required by applicable law or as set forth in the money-back guarantee in Section 5. For Google Play Store subscriptions, cancellation must be managed through your Google Play subscription settings.

6.2 Company Right to Suspend or Terminate

We reserve the right to suspend or terminate your account and access to the Service immediately, with or without notice and without liability, for any reason, including but not limited to:

• Violation of any provision of these Terms.
• Conduct that we determine, in our sole discretion, is harmful to other users, the Company, or any third party.
• Suspected fraudulent, abusive, or unlawful activity associated with your account.
• Extended periods of inactivity (exceeding twelve (12) consecutive months), during which we may delete your stored data in accordance with our data retention policy.
• Failure to pay applicable subscription fees when due.
• Legal or regulatory requirements compelling suspension or termination.

6.3 Effect of Termination

Upon termination of your account:

• Your right to access and use the Service will cease immediately.
• All data stored in your account, including health records and vaccination certificates, will be retained for a period of thirty (30) days following termination to allow you to request data export. Thereafter, all data will be permanently and irreversibly deleted in accordance with our data retention policy.
• Any outstanding fees owed to the Company will become immediately due and payable.
• Provisions of these Terms that by their nature should survive termination (including but not limited to Sections 8, 12, 13, 14, 17, 18, 19, 20, and 21) shall remain in full force and effect.

7. User Obligations

7.1 Accurate Health Data

You are solely responsible for the accuracy, completeness, and authenticity of all health data, vaccination certificates, and medical records you upload, input, or otherwise provide to the Service ("User Health Data"). You represent and warrant that your User Health Data is true, accurate, and not misleading in any material respect. You acknowledge that the Company does not verify, validate, or certify the accuracy of your User Health Data. You agree to promptly update your User Health Data as circumstances change.

7.2 Not a Substitute for Medical Advice

The Service, including but not limited to AI-powered health recommendations, travel advisories, and health risk assessments, is provided for informational purposes only and is not intended to constitute, and should not be relied upon as, medical advice, diagnosis, or treatment. You should always consult a qualified healthcare professional before making any health-related decisions, including decisions regarding vaccinations, medications, or travel to areas with known health risks.

7.3 Compliance with Local Laws

You are solely responsible for ensuring that your use of the Service complies with all applicable local, national, and international laws, regulations, and requirements. This includes, but is not limited to, data protection laws, health information privacy laws (such as HIPAA, GDPR, and Kenya's Data Protection Act, 2019), export control laws, and the laws of any jurisdiction through which you travel while using the Service. You acknowledge that the acceptance of digital health records and QR codes is governed by the laws and policies of the jurisdiction in which you present them, and the Company makes no guarantee that any health credential presented via the Service will be accepted by any government, airline, or other third party.

7.4 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Upload, store, or present forged, falsified, fraudulent, or unauthorized health documents or vaccination certificates.
• Attempt to reverse engineer, decompile, disassemble, or otherwise access the source code of the Service.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Use any automated means, including bots, scrapers, or scripts, to access the Service or collect data from the Service.
• Impersonate any person or entity or falsely represent your affiliation with any person or entity.
• Share your account credentials or allow any unauthorized person to access your account.

8. Intellectual Property Rights

8.1 Ownership

The Service and all of its contents, features, and functionality, including but not limited to the VaxCPass application, website, software, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, algorithms, source code, object code, user interface design, and the overall arrangement and composition thereof (collectively, "Company IP"), are owned by Atlas Software Corporation, its licensors, or other providers of such material, and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8.2 Limited License

Subject to your compliance with these Terms and the payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the VaxCPass application on your personal Android device(s) solely for your personal, non-commercial use in connection with the Service. This license does not include the right to:

• Modify, adapt, alter, or create derivative works of the Service.
• Distribute, transfer, sublicense, lease, lend, or rent the Service to any third party.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service.
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Service.
• Use the Service for any commercial purpose without our express prior written consent.

8.3 Trademarks

"VaxCPass," the VaxCPass logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Atlas Software Corporation. You may not use these marks without our prior written permission. All other trademarks, service marks, and trade names used in the Service are the property of their respective owners.

8.4 Feedback

If you provide any feedback, suggestions, or ideas regarding the Service ("Feedback"), you hereby grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use, reproduce, modify, adapt, publish, translate, distribute, and incorporate such Feedback into the Service without any obligation of compensation to you.

9. User Content

9.1 License Grant

By uploading, submitting, or otherwise providing any content to the Service, including User Health Data, vaccination certificates, photographs, and personal information ("User Content"), you grant to Atlas Software Corporation a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, process, transmit, store, and display such User Content solely for the purpose of providing, maintaining, improving, and securing the Service. This license shall terminate upon the deletion of your User Content or the termination of your account, subject to our data retention policy.

9.2 Responsibility for Uploaded Content

You are solely responsible for all User Content you upload, submit, or provide through the Service. You represent and warrant that:

• You have the right and authority to upload and share such User Content.
• Your User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
• Your User Content is accurate, lawful, and does not contain any falsified or fraudulent information.
• You will not upload any content that is defamatory, obscene, offensive, or otherwise objectionable.

9.3 Content Moderation

We reserve the right, but have no obligation, to monitor, review, flag, filter, modify, refuse, or remove any User Content at our sole discretion and without prior notice if we determine that such content violates these Terms or is otherwise harmful, objectionable, or potentially fraudulent. We are not responsible for any failure or delay in removing such content.

10. AI & Automated Features

10.1 Disclaimer on AI Recommendations

The Service incorporates artificial intelligence and machine learning technologies to provide personalized travel health recommendations, vaccination reminders, and health risk assessments ("AI Features"). You acknowledge and agree that:

• AI Features are provided for informational and educational purposes only and do not constitute medical advice, diagnosis, treatment, or a recommendation to take any specific health-related action.
• AI Features may not account for your individual health circumstances, medical history, allergies, or other factors that a qualified healthcare professional would consider.
• AI-generated recommendations are based on algorithms and available data, and may not always be accurate, complete, or up to date.

10.2 Not Medical Advice

You must not rely on AI Features as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition, vaccination requirements, or travel health risks. Never disregard professional medical advice or delay in seeking it because of information generated by the AI Features.

10.3 Accuracy Limitations

While we strive to ensure that AI Features produce helpful and accurate outputs, we do not warrant or guarantee the accuracy, reliability, completeness, or timeliness of any AI-generated content. AI models may produce incorrect, outdated, or contextually inappropriate recommendations. Health regulations, vaccination requirements, and travel advisories change frequently, and there may be a delay between when such changes occur and when the AI Features are updated to reflect them. You accept full responsibility for verifying the accuracy of all AI-generated information before acting on it.

10.4 Continuous Improvement

We may continuously update, modify, and improve the AI Features, including the underlying models and algorithms, without prior notice. We may also use anonymized and aggregated usage data to train and improve our AI systems in accordance with our Privacy Policy.

11. QR Code & Verification

11.1 Verification on Best Efforts Basis

VaxCPass generates QR codes that encode your health credential data using cryptographic methods designed to ensure the integrity and authenticity of the information presented. We make reasonable efforts to ensure that the QR code generation and verification processes function as intended; however, we provide such functionality on a best-efforts basis and do not guarantee the verification of any QR code by any third party.

11.2 No Guarantee of Third-Party Acceptance

The acceptance and recognition of QR codes and digital health credentials generated by VaxCPass are entirely at the discretion of the receiving party, including but not limited to airlines, hotels, employers, event organizers, and healthcare providers. We do not represent, warrant, or guarantee that:

• Any QR code or digital health credential will be accepted or recognized by any specific government, authority, airline, or other third party.
• Any QR code or digital health credential will satisfy the health documentation requirements of any specific country, region, or jurisdiction.
• The verification infrastructure of any third party will be compatible with or capable of reading VaxCPass QR codes.

11.3 Border Authority Discretion

You acknowledge that border control authorities, immigration officers, and other government officials retain absolute discretion regarding the acceptance of health documentation, including digital health credentials and QR codes. No provision of these Terms shall be construed as a guarantee that VaxCPass-generated credentials will be accepted by any border authority or government agency. You are solely responsible for verifying the health documentation requirements of your destination country and carrying any additional documentation that may be required.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, neither Atlas Software Corporation nor its directors, officers, employees, agents, affiliates, successors, or assigns shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Loss of profits, revenue, data, use, goodwill, or other intangible losses.
• Damages arising from or related to your inability to access or use the Service, including at border crossings, airports, or during travel.
• Damages arising from the denial, rejection, or non-acceptance of any QR code or digital health credential by any third party.
• Damages arising from any inaccurate or incomplete AI-generated recommendation, health advisory, or risk assessment.
• Damages resulting from unauthorized access to, alteration of, or disclosure of your User Content or User Health Data.
• Damages arising from any decision made or action taken (or not taken) in reliance on information provided by the Service.

This exclusion applies regardless of the legal theory under which such damages are sought, whether in contract, tort (including negligence), strict liability, or any other legal theory, and even if we have been advised of the possibility of such damages.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, shall not exceed the total amount of subscription fees actually paid by you to Atlas Software Corporation during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation applies to the aggregate of all claims and causes of action and shall survive the termination of these Terms.

12.3 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, epidemics, pandemics, government actions or orders, strikes or labor disputes, internet or telecommunications failures, power outages, cyberattacks, or the failure of third-party service providers. If such an event continues for a period exceeding sixty (60) days, either party may terminate these Terms upon written notice without liability.

12.4 Exceptions to Limitation

Nothing in these Terms shall operate to exclude or limit our liability for:

• Death or personal injury caused by our negligence (to the extent such liability cannot be excluded or limited under applicable law).
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded or limited under applicable mandatory law.

13. Indemnification

13.1 User Indemnification

You agree to defend, indemnify, and hold harmless Atlas Software Corporation and its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of or access to the Service, including any use of the Service in connection with international travel.
• Your violation of any provision of these Terms.
• Your violation of any applicable law, regulation, or the rights of any third party.
• Your User Content, including any claim that your User Health Data or vaccination certificates are false, fraudulent, forged, or misleading.
• Any dispute between you and any third party arising from the presentation of a QR code or digital health credential generated by the Service.
• Any negligence, willful misconduct, or breach of duty by you in connection with the Service.

13.2 Company Indemnification

Atlas Software Corporation agrees to defend, indemnify, and hold you harmless from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising directly from the negligent acts or omissions, willful misconduct, or breach of these Terms by Atlas Software Corporation, its directors, officers, or employees, to the extent such negligent acts or omissions cause direct damage to you. This indemnification obligation is subject to the limitations of liability set forth in Section 12.

13.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification and shall provide the indemnifying party with reasonable cooperation and information in connection with the defense or settlement of such claim. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that no settlement shall be entered into without the prior written consent of the indemnified party if such settlement would impose any obligation on the indemnified party or admit any liability.

14. Privacy & Data Protection

Your privacy is of paramount importance to us. The collection, use, storage, processing, transfer, and protection of your personal data and User Health Data are governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

14.1 Key Privacy Commitments

• Zero-Knowledge Encryption: Your User Health Data is encrypted using AES-256 encryption at rest and in transit. We do not have access to your unencrypted health data and cannot read the contents of your stored records.
• Data Minimization: We collect only the personal data that is necessary for the provision and improvement of the Service.
• Data Subject Rights: You have the right to access, rectify, port, and delete your personal data, subject to applicable law.

14.2 GDPR Compliance

For users within the European Economic Area (EEA), the United Kingdom (UK), and Switzerland, we process personal data in compliance with the General Data Protection Regulation (GDPR) (EU) 2016/679, the UK GDPR, and the Swiss Federal Data Protection Act. We have appointed a Data Protection Officer and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Where required, we provide appropriate safeguards for international data transfers, including the use of Standard Contractual Clauses (SCCs) approved by the European Commission.

14.3 Kenya Data Protection Compliance

In compliance with the Kenya Data Protection Act, 2019, we are registered as a data controller and/or data processor with the Office of the Data Protection Commissioner (ODPC) of Kenya. We process personal data in accordance with the principles of the Act, including the requirements for lawful processing, purpose limitation, and data minimization.

15. Third-Party Services & Links

15.1 Google Play Store

VaxCPass is distributed through the Google Play Store. By downloading the application, you acknowledge that your use is also subject to the Google Play Terms of Service. Google is a third-party beneficiary of these Terms to the extent necessary to enforce its own terms. We are not responsible for any changes, interruptions, or issues arising from Google Play Store policies or operations.

15.2 Payment Processors

Payment processing for the Service is handled by third-party payment processors ("Payment Providers"). By submitting payment information, you agree to be bound by the terms and conditions of the applicable Payment Provider. We do not store your full payment card details on our servers. All payment transactions are encrypted and processed in accordance with the Payment Card Industry Data Security Standard (PCI DSS).

15.3 Third-Party Links & Services

The Service may contain links to or integrations with third-party websites, applications, or services, including public health databases, government health authorities, airline check-in systems, and travel advisory services. These third-party services are not operated or controlled by Atlas Software Corporation. We do not endorse, warrant, or assume responsibility for the content, accuracy, privacy practices, or functionality of any third-party service. Your interactions with third-party services are governed solely by their respective terms and policies. We recommend that you review the terms and privacy policies of any third-party service before using it.

15.4 No Warranty on Third Parties

We make no representations or warranties of any kind, express or implied, regarding any third-party service, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. To the maximum extent permitted by law, we disclaim all liability arising from or related to your use of any third-party service accessed through or in connection with the Service.

16. International Users

16.1 Jurisdiction

The Service is available to users worldwide. However, the Service is administered by Atlas Software Corporation from the Republic of Kenya. Users accessing the Service from outside Kenya acknowledge that they are doing so on their own initiative and are responsible for compliance with all applicable local laws. Access to the Service from territories where the content or the Service may be illegal is prohibited.

16.2 Export Compliance

The Service and the software, technology, and data associated with it may be subject to export control laws and regulations of the Republic of Kenya, the United States, the European Union, and other jurisdictions, including the Wassenaar Arrangement. You agree to comply with all applicable export and import laws and regulations. You shall not export, re-export, transfer, or otherwise access the Service in violation of any such laws or regulations.

16.3 Local Law Responsibility

Users are solely responsible for ensuring that their use of the Service, including the storage and presentation of digital health credentials, complies with the laws of their country of residence, their country of citizenship, and all countries they visit while using the Service. Certain countries may have specific requirements for digital health credentials that VaxCPass may not satisfy. You acknowledge that it is your responsibility to understand and comply with such requirements and that the Company bears no liability for any failure to do so.

16.4 Language & Currency

The Service is primarily offered in English. All communications, including these Terms, will be in English. Subscription fees are denominated in United States Dollars (USD). If your payment method uses a different currency, the applicable exchange rate will be determined by the Payment Provider at the time of the transaction. Any applicable foreign transaction fees charged by your bank or payment provider are your responsibility.

17. Dispute Resolution

17.1 Informal Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), you and Atlas Software Corporation agree to first attempt to resolve the Dispute through good-faith informal negotiation. You must provide written notice of the Dispute to us at vaxcpass@gmail.com, and we shall respond within thirty (30) days. If the Dispute is not resolved within sixty (60) days of the initial notice, either party may proceed to formal dispute resolution as set forth below.

17.2 Binding Arbitration

If informal negotiation fails to resolve the Dispute, you and Atlas Software Corporation agree that the Dispute shall be finally resolved by binding arbitration administered under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL). The arbitration shall be conducted in Nairobi, Kenya, in the English language, before a panel of one (1) arbitrator appointed in accordance with the UNCITRAL Rules. The arbitrator shall have the authority to grant any relief or remedy that would be available from a court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines that a party's claims or defenses were frivolous or brought in bad faith, in which case the arbitrator may award costs and fees to the prevailing party. The decision of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver

You and Atlas Software Corporation agree that any Dispute shall be resolved on an individual basis only and shall not be brought as a class action, collective action, representative action, or in any other proceeding in which any party acts or proposes to act in a representative capacity. No arbitration or proceeding shall be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. The arbitrator may not award relief for or against anyone who is not a party to the arbitration.

17.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction for Disputes that fall within the jurisdictional limits of such court, provided that the action is brought in an individual capacity and not as a class or representative action.

17.5 Emergency Equitable Relief

Notwithstanding the obligation to arbitrate, either party may seek emergency equitable relief before a court of competent jurisdiction to prevent the irreparable harm that may arise from the alleged infringement of intellectual property rights or the unauthorized disclosure of confidential information.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles. In the event of any conflict between these Terms and the mandatory laws of your jurisdiction of residence, the mandatory provisions of such local law shall prevail to the extent of the conflict.

In addition to the laws of Kenya, the parties acknowledge and agree that the following international legal instruments may apply to the extent relevant to any particular dispute or transaction:

• The Kenya Contract Act (Cap 23), governing the formation and enforcement of contracts in Kenya.
• The European Union Consumer Rights Directive 2011/83/EU, providing consumer protection rights for users within the European Economic Area.
• Principles of the United States Uniform Commercial Code (UCC), as adopted by the relevant U.S. state, applicable to transactions involving U.S. users.
• The United Nations Convention on Contracts for the International Sale of Goods (CISG), governing the formation of contracts for the international sale of goods between parties in different countries that are signatories to the Convention.
• The Kenya Data Protection Act, 2019, governing the processing of personal data in Kenya.
• The General Data Protection Regulation (GDPR) (EU) 2016/679, governing the processing of personal data of individuals within the European Economic Area.

Any legal action or proceeding not subject to arbitration under Section 17 shall be brought exclusively in the courts of Kenya located in Nairobi, and each party hereby consents to the personal jurisdiction and venue of such courts.

19. Modifications to Terms

19.1 Right to Modify

Atlas Software Corporation reserves the right to amend, modify, update, or otherwise change these Terms at any time and at our sole discretion. We will provide you with notice of any material changes by:

• Posting the revised Terms within the VaxCPass application with an updated "Last Updated" date.
• Sending an email notification to the address associated with your account at least thirty (30) days before the effective date of the changes.
• Displaying a prominent in-app notification upon your next login following any material change.

19.2 Continued Use as Acceptance

Your continued access to or use of the Service following the effective date of any modification to these Terms constitutes your binding acceptance of the revised Terms. If you do not agree with any change to these Terms, you must immediately cease using the Service and may cancel your subscription as described in Section 6.

19.3 Version History

We will maintain an archive of prior versions of these Terms and will make such versions available to you upon written request. In the event of a dispute, the version of these Terms in effect at the time the relevant transaction or event occurred shall apply.

20. Severability

If any provision, clause, or part of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, unenforceable, or void, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties. If such modification is not possible, the invalid or unenforceable provision shall be severed from these Terms, and the remaining provisions shall be interpreted as if the severed provision had never been contained herein.

Notwithstanding the foregoing, if the application of the severability clause would materially alter the fundamental nature or economic substance of these Terms, the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.

21. Entire Agreement

These Terms of Service, together with the Privacy Policy, Cookie Policy, and any other agreements, guidelines, or policies incorporated herein by reference or entered into between you and Atlas Software Corporation in connection with the Service, constitute the entire and exclusive agreement between you and Atlas Software Corporation with respect to the subject matter hereof. These Terms supersede and replace all prior or contemporaneous agreements, representations, warranties, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to the Service.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of that provision or any other provision. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. The provisions of these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, the Service, or any other matter, please contact us using any of the following methods:

For data protection and privacy-related inquiries, including GDPR data subject access requests, please contact our Data Protection Officer at the email address above with the subject line "Data Protection Inquiry."

We will endeavor to respond to all inquiries within ten (10) business days of receipt. If you are unsatisfied with our response, you have the right to lodge a complaint with the Office of the Data Protection Commissioner (ODPC) of Kenya or the relevant data protection supervisory authority in your jurisdiction of residence.