authID Inc. Customer Terms & Conditions of Service
Effective July 18, 2022
Effective July 18, 2022
IMPORTANT: YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS & CONDITIONS OF SERVICE AND THE AUTHID PRIVACY POLICY IF YOU (1) SIGN AND SUBMIT THE AUTHID SERVICE AGREEMENT & ORDER FORM, OR (2) ACCESS THE DOCUMENTATION, OR (3) DOWNLOAD OR USE THE AUTHID APPLICATION PROGRAMMING INTERFACE (“API”), SOFTWARE DEVELOPMENT KIT (“SDK”) OR ANY OTHER AUTHID SOFTWARE, OR ANY AUTHID SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY (AN “ENTITY”), YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY AND REPRESENTING TO AUTHID THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE AUTHID SOFTWARE OR DOCUMENTATION.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD ANY AUTHID SOFTWARE OR DOCUMENTATION, OR ACCESS OR USE THE SERVICES.
PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH AUTHID ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
1. Defined Terms
The capitalized words and expressions below shall have the meanings set against each of them for the purposes of these Terms and Conditions:
2. General License Grant
3. Permitted License Uses and Restrictions.
4. Fees and Payment; Term.
5. Consent to Collection, Transfer and Use of Personal Data.
6. Controls and Restrictions on Use of Developer Tools.
7. authID Services
7A. Verified by authID
7B. AuthentifID
7C. Proof and Associated Third-Party Services
8. Termination.
9. Disclaimer of Warranties.
10. Limitation of Liability.
11. Digital Certificates.
The Software contains functionality that allows it to accept digital certificates either issued from authID or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY AUTHID OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTHID MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.
12. Export Control.
You may not use or otherwise export or re-export the Software, except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By downloading the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software for any purposes prohibited by United States law.
13. Government End Users.
The Software and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms and Conditions. Unpublished-rights reserved under the copyright laws of the United States.
14. Controlling Law and Severability.
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
15. Arbitration Agreement
BY AGREEING TO THIS LICENSE, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST AUTHID ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PREVENT YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINSTAUTHID, AND ALSO PREVENT YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST AUTHID BY SOMEONE ELSE.
16. Complete Agreement; Governing Language.
This License constitutes the entire agreement between you and authID relating to the Software and the Documentation and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms and Conditions will be binding unless in writing and signed by authID. Any translation of these Terms and Conditions is done for local requirements, or for convenience and in the event of any conflict between the English and any non-English versions, the English version hereof shall govern, to the extent not prohibited by local law in your jurisdiction.
17. Third Party Acknowledgements.
Portions of the Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the Documentation, and your use of such material is governed by their respective terms.
18. Notices From authID.
If authID needs to contact You about your product or account, You consent to receive the notices by email to the email address provided by you on your Order Form or otherwise at the time of application for Services or, if no email address is provided, by US mail or nationally recognized overnight carrier to the physical address so provided.. You agree that any such notices that we send you electronically will satisfy any legal communication requirements.
19. Confidentiality
20. Changes to these Terms and Conditions.
authID may amend these Terms and Conditions from time to time, including the Arbitration Agreement set forth in Section 15. Amendments will be effective upon authID’s posting of such updated Terms and Conditions on its website. We will send notice of such updates to the email address provided by you on your Order Form or otherwise at the time of application for Services, but any failure to send or effectively deliver such notice shall not affect the applicabililty of any such update. Your continued access or use of the Software or any Service after such posting confirms your consent to be bound by these Terms and Conditions, as amended. You you may reject any such updated Terms and Conditions by providing authID written notice of such rejection within 30 days of the date such change became effective, as indicated in the second sentence of this paragraph. This written notice must be provided either (a) by mail or hand delivery to our head office at authID, Inc., 1624 Market St Ste 226 Unit 51767 Denver, Colorado 80202-1559 United States of America, Attn: General Counsel, or (b) by email from the email address associated with your Account to: legal@authid.ai. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms and Conditions. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms and Conditions, including the Arbitration Agreement, as of the date you first agreed to them (or to any subsequent changes).
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