Agreement Overview
This Partner Platform Integration Agreement (“Agreement”) is entered into between:
Proper User UAB, a company incorporated and registered in the Republic of Lithuania (“Proper”),
and
The integrating third-party platform (“Partner Platform”).
This Agreement governs the integration, use, and reliance upon Proper’s identity verification services.
1. Purpose
Proper provides digital identity verification services through:
- Proper User (web platform)
- Proper ID (mobile application)
The Partner Platform seeks to integrate Proper’s verification services for authentication and
identity confirmation purposes.
2. Nature of Relationship
The parties acknowledge that:
- Proper acts as an independent verification service provider.
- The Partner Platform acts independently and retains full control over its platform operations.
-
Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship.
3. Scope of Data Shared
Proper may transmit to the Partner Platform:
- Verification status (Verified / Not Verified)
- Age confirmation status
- Country-level confirmation
- Business verification status (if applicable)
- Authentication approval confirmation
- OTP validation status
Proper shall not transmit:
- Raw identity documents
- Biometric data
- Video recordings
- Facial templates
- Uploaded files
4. Legal Status of Data
Each party acts as an independent Data Controller under GDPR unless otherwise agreed in writing.
The Partner Platform agrees to:
- Process verification status lawfully
- Use shared data solely for authentication purposes
- Not attempt to reverse engineer verification data
- Not request raw documents directly from Proper systems
5. Regulatory Responsibility
The Partner Platform acknowledges that:
- Proper does not replace the Partner Platform’s regulatory obligations.
-
Proper does not assume AML/KYC responsibility on behalf of the Partner Platform.
-
The Partner Platform remains solely responsible for compliance with applicable laws.
Proper makes no representation that its verification satisfies the Partner Platform’s
regulatory requirements.
6. User Authorization
Verification data shall only be transmitted:
- Upon explicit user action
- Upon user authorization
- Through authenticated API communication
An audit trail of such authorization shall be maintained.
7. Security Obligations
The Partner Platform agrees to:
- Maintain industry-standard security safeguards
- Protect verification data from unauthorized access
- Implement secure API authentication
- Notify Proper immediately of any data breach
8. No Guarantee of Acceptance
The Partner Platform retains full discretion to:
- Accept or reject users
- Require additional verification
- Suspend accounts
Proper shall not be liable for access decisions.
9. Indemnification
The Partner Platform agrees to indemnify and hold Proper harmless against:
- Regulatory penalties arising from Partner’s misuse of data
- Claims resulting from Partner’s independent compliance failures
- Security breaches caused by Partner systems
Proper shall not be liable for indirect or consequential damages.
10. Limitation of Liability
Proper’s total liability under this Agreement shall be limited to direct damages and
shall not include:
- Business interruption
- Loss of profits
- Reputational harm
- Regulatory fines imposed on the Partner Platform
11. Termination
Either party may terminate this Agreement upon written notice.
Upon termination:
- API access shall be disabled
- Verification queries shall cease
- Confidential information must be deleted or returned
12. Confidentiality
Each party agrees to maintain confidentiality of:
- Technical documentation
- API specifications
- Security protocols
- Commercial terms
13. Governing Law
This Agreement shall be governed by the laws of the Republic of Lithuania.
Any disputes shall be subject to the exclusive jurisdiction of Lithuanian courts.
14. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes prior discussions.
Annex I – Data Processing Addendum (DPA)
This Data Processing Addendum (“DPA”) forms an integral part of the Partner Platform Integration
Agreement between Proper User UAB (“Proper”) and the Partner Platform.
Annex II – Security & Technical Requirements
This Security Annex defines minimum technical and security standards.
Final Structure of Your Complete Agreement
You now have:
- Main Integration Agreement
- Annex I (DPA)
- Annex II (Security Requirements)
This structure is legally solid for:
- GDPR
- Biometric-sensitive environments
- KYC / Age verification
- 18+ content platforms
