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AUTHID INC.
TERMS & CONDITIONS OF SERVICE

Effective December 1, 2023

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:

  1. “AAA” means the American Arbitration Association.
  2. “AAA Rules” means the AAA’s Consumer Arbitration Rules.
  3. “this Agreement” means (1) the authID Service Agreement and Order Form entered into by the Customer; and (2) any Addendum to such Service Agreement and Order Form; and (3) any subsequent amendment to such Service Agreement and Order Form; and (4) these Terms and Conditions.
  4. “Arbitrator” means the person appointed to act as arbitrator under the terms of Arbitration Agreement in these Terms and Conditions.
  5. “API” means the authID application programming interface which enables access to the authID Software and Services.
  6. “authID” means authID Inc. a Delaware, USA corporation and where applicable its subsidiaries.
  7. “authID App” means the authID Software for Users to access or use the Services on mobile devices, including but not limited to iOS, Android and other platforms, including without limitation the Proof App, FIDO2 Service, and Verified App as well as each application, which is provided by authID and which is accessible by other means such as an Internet browser, Web Services Interface, or desktop application.
  8. “authID Platform” shall mean the processes, procedures, computer software, hardware and related equipment, used to receive, route, process, manage and store messages and data for the purposes of the Services, which are provided, operated or maintained by authID directly or by its affiliates or third parties under contract with authID.
  9. “Certification” means authID’s testing and certification process described in section 6.
  10. “Confidential Information” shall mean all of the information or data of a confidential nature relating to one or more of the disclosing party’s customers, assets, liabilities, revenues, trade secrets, technology, know how, other intellectual property, business processes, or other business and financial affairs or plans, which may be disclosed in any manner or medium by either party and their respective employees, officers, shareholders or agents to the other party in connection with this Agreement.
  11. “Customer” means the company, entity or other business or organization using the authID Services in connection with its business, or other organizational activity.
  12. “Customer Application” means software application, or process that will enable Customer to access and interact with any Software or Services.
  13. “Developer Tools” means the API and the SDK licensed hereunder, together with the Documentation.
  14. “Documentation” means any documentation that authID provides in relation to the authID Software, including all developer guides and user guides or manuals, in whatever form or medium, they may be provided.
  15. “License” means the license to use the Software granted to you by these Terms and Conditions.
  16. “SDK” means the authID software development kit comprising the group of tools that enable the programming of the authID App family of mobile applications.
  17. “Services” means authID’s and Third-Party Services and websites, which may be provided by authID or accessible by using authID Software, including but not limited to VerifiedTM. FIDO2 Service and ProofTM.
  18. “Software” means any of authID’s software, including but not limited to any authID Apps, API’s, SDK’s, java script modules, Web Services Interface, server applications and device applications, documentation, interfaces, content, fonts and any data that was downloaded with an authID App, or is otherwise provided by authID or used with, or for the purposes of using any authID App or Services, which enable Customers to use the Products and individual Users to participate in the authID services whether such Software is downloaded to a mobile device, or which are accessible or usable by other means such as an Internet browser, or desktop or server application, as well as each application, system, or database which is provided by authID, whether provided in read only memory, on any other media or in any other form.
  19. “Software Updates” means the authID Software as may be updated or replaced by feature enhancements, software updates or system restore software releases provided by authID.
  20. “Test Environment” means the system which authID makes available for developers to test the software that they develop using the Developer Tools, prior to authID providing access to any authID Software, the authID Platform and authID Services.
  21. “Terms and Conditions” means these terms and conditions of service , as they may be amended from time to time by authID in accordance with the procedures described in these Terms and Conditions.
  22. “Third-Party Materials” means content, data, information, applications or materials from third parties, or links to certain third-party web sites provided by any of the Services.
  23. “Third-Party Services” means services provided by third parties which are accessible by means of the Services, including such Third-Party Services which are included in the Services provided by authID.
  24. “User” means any person (including You) who is authorized by a Customer to use and does use any authID Software to utilize any of the authID Services and in these Terms and Conditions such term may be qualified by reference to the particular Service e.g. “Proof User” shall mean a User of the Proof Service.
  25. “You” (whether or not capitalized) means (i) the person who downloads the Developer Tools and shall include your assignees and successors in title; (ii) the company or other legal entity You represent, or for which you are undertaking development; and (iii) the Customer.
  26. “Web Services Interface” shall mean authID’s interfaces provided for the purposes of accessing authID Software by means of an Internet browser.

2. General License Grant

  1. authID hereby grants to You a limited, revocable, royalty-free, non-exclusive, non-transferable License to use the Software only in accordance with these Terms and Conditions. The Software is not sold to You and You acknowledge that authID and its licensors retain ownership of all copyright, trade secrets, patent rights, trademarks and all other intellectual property rights in and to the Software and Documentation, and all authID trademarks used in these Terms and Conditions and reserve all rights not expressly granted to You.
  2. authID, at its discretion, may make available future Software Updates for various devices and may modify the Software. The Software Updates, if any, including Developer Tools Updates, may not necessarily include all existing software features or new features that authID releases for newer or other models of devices. The terms of this License will govern any modified Software provided by authID that replaces or supplements the current Software, unless such Software Update is accompanied by a separate license in which case the terms of that license will govern.

3. Permitted License Uses and Restrictions.

  1. Subject to these Terms and Conditions, the License to use the Software is granted for the sole purpose of accessing and using the Services, including thdeveloping, modifying or integrating to any Customer Application. This License does not grant you any rights to use the Software, the Documentation, any authID proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories, or third-party software applications based on or derived from the authID Software, for use with such devices.
  2. Unless otherwise directed by authID, You shall use only the current release version(s) of the Software or any other supported version of the Software provided hereunder; provided, however, that, to the extent reasonably practicable, authID shall allow You a commercially reasonable period of time, after any Software modification is specified for use and/or access hereunder, to implement such modified Software.
  3. You may not, and you agree not to or enable others to copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software, or any services provided by the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the  Software).
  4. You shall ensure that all trademarks, trade names, copyright notices and other proprietary and confidentiality notices or designations, of authID, or any other person, are reproduced on all Documentation copies made by You. You agree not to, and not to permit any other person to: (a) copy, modify, translate, create derivative works based on, market, sell, or distribute the Documentation, except as expressly provided herein; or (b) remove or alter in any manner any trademarks, trade names, copyright notices or other proprietary or confidentiality notices or designations contained or displayed therein.
  5. The Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Title and intellectual property rights in and to any content displayed by, stored on or accessed through your device belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third-party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
  6. You agree to use the Software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Software.
  7. You agree to comply with authID’s policies and procedures relating to security and data privacy both in connect with the development and use of the Software and Customer Application, and in relation to your, or Customer’s or any User’s access to the Test Environment and the authID Platform.
  8. Customer shall be solely responsible for maintaining security and proper use of user credentials provided to its personnel at Customer’s request by authID to enable them or Customer’s systems to access the authID Platform, authID’s reporting systems and Confidential Information and for compliance by Customer personnel with authID’s security and access procedures. Customer shall be solely responsible for any unauthorized access to or use of authID’s systems or any Confidential Information derived from such access or use, arising out of any breach of this section by Customer, or its employees, agents or contractors.
  9. You may not rent, lease, lend, sell, redistribute, or sublicense the Software, or the Documentation.

4. Fees and Payment; Term.

  1. AuthID will charge you for the use of the Software and Services, and You agree to pay authID, Fees pursuant to the terms of the applicable Order Form or other Services agreement between You and authID.
  2. All Fee amounts stated in the applicable Order Form or elsewhere, are exclusive of any sales, value added, goods and services or similar taxes on gross revenue, or fees including any withholding taxes, which may be applicable, and which Customer shall pay in addition to the amounts set forth herein, provided that Customer shall not be responsible to authID for any such taxes imposed on or attributable to authID’s profits or net income.
  3. The Term of the License granted to you hereunder will be as set out in the applicable Order Form or other Services agreement between You and authID.
  4. If Customer fails to pay when due any Fees payable for the Services, authID may but shall not be required to give notice of such past due, returned or rejected payment but shall in any event be entitled to terminate the License granted hereunder and any agreement for Services. If Customer subsequently pays the amount due, authID may but shall not be obliged to restore Services and may impose conditions on such restoration at its sole discretion.
  5. Any time to pay, or cure any breach, or any other indulgence granted to Customer shall not be deemed a waiver of any breach by Customer, nor a waiver, or limitation on authID’s rights to terminate the License hereunder and any agreement for Services by reason of such breach. Nor shall such grant to time to pay, or cure any breach, or other indulgence apply to any subsequent breach of these terms and conditions by You, or any Customer.

5. Consent to Collection, Transfer and Use of Personal Data.

  1. When you register to download or access the Software, your name, organization and e-mail address and certain Customer information are sent to authID in order to allow authID to grant you this License and to monitor those who have access to authID’s Software and authID’s Test Environment.
  2. By downloading or using the Software, you are consenting to the transfer to and use by authID of all required data to enable authID to facilitate your access to the authID Software, the Services and the Test Environment.
  3. You also acknowledge that all data is held by authID in the United States of America and that if you live outside of the United States of America by using the authID App or any authID Software you are consenting to the transfer and storage of your data in the United States of America. At all times your information will be handled in accordance with authID’s Privacy Policy, which can be viewed at: Privacy Policy.
  4. You also acknowledge that when Customer and its Users use the Customer Application or thereby access or use any authID App, authID Software, or Services, you may be required to make appropriate disclosure of authID’s role as a data processor on your behalf or on behalf of Customer and to obtain Customer and User’s consent thereto. You accept that it is your responsibility to comply with all applicable data privacy laws and regulations relating to Customer’s and Users’ use of the authID App, authID Software and Services, including making required disclosure and obtaining all necessary consents, including but not limited to the matters set forth in this Section.
  5. Training Data. Notwithstanding any other provisions of the Terms and Conditions of Service, Customer agrees that authID may retain images of identity documents from Proof Transactions processed for Customer for the purposes of training authID’s Software models for improved accuracy. These identity document images will be encrypted and stored in a secure location only accessible to authorized authID employees. The enhanced precision resulting from improvements in our Software benefits all our customers in minimizing both false positives and false negatives. Neither the images, nor any data derived therefrom will be sold, or otherwise made available to any third party.

6. Controls and Restrictions on Use of Developer Tools.

  1. authID maintains certain controls on the use of its Developer Tools which are designed to safeguard the integrity of the authID Platform and Services to ensure that each Customer Application that You develop and use conforms to a series of criteria to ensure it will not cause degradation of the authID Platform and is fit for the purpose of using the authID Services. Upon request by You, authID shall provide access to the Test Environment to enable you to undertake your testing process before launching your Customer Application.
  2. If authID determines, in its sole discretion, that You or the Customer Application are not accessing the authID Platform, or using the Services in accordance with authID’s these Terms and Conditions of Service and such other standards, policies and procedures as authID may from time to time require, authID may at its sole discretion and without notice to you restrict the volume and frequency of transactions that You may submit to the authID Platform using the Developer Tools, including suspending access to the Services and your use of the Developer Tools.
  3. In the event authID determines in its sole discretion that Your use of the Services or the Customer Application do not conform to these Terms and Conditions of Service and such other standards, policies and procedures as authID may from time to time require, or may have a detrimental effect on any part of the authID Platform, and without prejudice to any other rights that authID may have with respect to a breach of these Terms and Conditions (including the general provisions of Section 8), authID may upon notice terminate your right to use the Developer Tools following which you shall cease to use the Developer Tools and will cease to have any access to or use of the Services or the authID Platform.

7. authID Services

7A. Verified by authID

  1. Overview. The Verified by authID Service, allows Customer to authenticate the identity of persons with whom Customer is dealing, by validating the liveness of such person’s image obtained via a picture taken by such person or “selfie” and creating a biometric facial template that is matched against a previously enrolled reference template stored on or otherwise provided by the Customer to the authID Platform.
  2. Disclaimer with Regard to Verified Services. Verified is only one of several factors to be used by a Customer in authenticating a person’s identity. authID has no responsibility for ensuring that such persons are account holders of Customer, or are otherwise persons entitled to do business with Customer. It is the sole responsibility of the Customer to decide with which persons to do business and what activities to allow them to perform, even if such persons are appropriately authenticated by means of the Verified Service. In addition, authID has no control over free-form content comprised within messages that may be initiated using the Service, and it is the sole responsibility of Customer to supervise the activities of its agents using the Verified Service, to ensure that such content and activities comply with Customer’s standards and applicable law. authID has no liability whatsoever for any costs, losses or damages of any description arising from (i) the activities of any person with whom Customer decides to do business and allows to undertake certain activities; or (ii) any inappropriate or unlawful content included in any message using the Services by Customer’s agents.

7B. FIDO2 Service

  1. Overview. The FIDO2 Service enables Customers to authenticate the identity of persons with whom Customer is dealing, using FIDO2 strong authentication for passwordless login and transaction authentication tied to a trusted identity.
  2. Disclaimers with Regard to FIDO2 Services. FIDO2 Service is only one of several factors to be used by a Customer in authenticating such a person’s identity. authID has no responsibility for ensuring that such persons are account holders of Customer, or are otherwise persons entitled to do business with Customer. It is the sole responsibility of the Customer to decide with which persons to do business and what activities to allow them to perform, even if such persons are appropriately authenticated by means of the FIDO2 Service. authID has no liability whatsoever for any costs, losses, or damages of any description arising from the activities of any person with whom Customer decides to do business and allows to undertake certain activities.

7C. Proof and Associated Third-Party Services

  1. Overview. The Proof Service enables Customers to remotely receive identification documents from Users, for the purposes of proving the User’s identity, generally at the time the User opens an account with the Customer. Such documents may for example be a passport, national identity card, or driver’s license. If expressly offered as part of the Proof Service the Proof Services makes available certain optional Third-Party Services, including Services to which authID can connect in order to validate an ID document, or the data in the ID document by comparing it to a commercial data base of license templates (for example for US, Canadian or Mexican Driver’s licenses), or to the relevant government registry which issued the ID, or for checking sanctions compliance, or verifying other demographic data, or personal information regarding a User. In such cases authID may transmit certain document and other data collected from the User to such third party for the purposes of the Third Party Services.
  2. Customer’s Obligations with Respect to Proof Information and Third-Party Materials. Proof Information and Third-Party Materials comprise highly sensitive Personal Information of Users and should only be collected and stored by Customers that need to hold such information. It is solely the responsibility of each Customer to ensure that all Proof Information and Third-Party Materials are collected, stored and used in accordance with Customer’s Privacy Policy and applicable law. Customer shall be solely responsible for compliance with applicable data privacy laws in the jurisdiction in which it operates and with respect to the applicable data privacy laws of any jurisdictions in which any of its Users reside, or to which they are otherwise subject. Customer represents that it shall assume the role of “responsible party” or “data controller” or its equivalent in accordance with any applicable law. Customer will promptly assume and undertake all measures necessary to obtain valid consent from each User to the collection, processing and retention of any personal data by means of the Services and to protect the personal data in accordance with the law applicable in the relevant jurisdiction in which Customer operates, or of each User. authID does not store Proof Information or Third-Party Materials after they have been transmitted to Customer and has no responsibility to comply with Customer’s Privacy Policy or other legal obligations with respect to the Proof Information or Third-Party Materials.
  3. Disclaimers with Regard to Proof Services. Proof provides a means of authenticating the identity of persons with whom Customer is dealing and is only one of several factors to be used by a Customer in authenticating such persons and deciding whether to do business with such persons. The Proof Service is intended only to replace a face-to-face manual check of an identification document by Customer. authID has no responsibility for ensuring that any identification document presented is in fact genuine and is not obligated to verify such document with the governmental entity that issued it, unless such verification is expressly a part of the Proof Service. If the Proof Service expressly includes verification of the particular identification document with the governmental entity that issued it, then only such governmental entity is responsible for determining whether, or not the particular document is genuine. In the case of such a governmental verification, authID’s sole responsibility is to communicate with and transmit the relevant data between the governmental entity and the Customer. It is the sole responsibility of the Customer to decide with which persons to do business and what activities to allow them to perform, even if such persons are appropriately authenticated by means of the Proof Service. authID has no liability whatsoever for any costs, losses or damages of any description arising from the activities of any person with whom Customer decides to do business and allows to undertake certain activities.
  4. Disclaimers with Regard to Third-Party Services. Customer acknowledges that Third-Party Services are made available by authID by means of its Services but the content and delivery of those Third-Party Services are the responsibility of such third-party provider. While authID has taken reasonable care in selecting which Third-Party Services to provide, such Third-Party Services are provided “as is” and authID bears no responsibility for the content, accuracy or legal compliance of such Third-Party Services and the Third-Party Materials they may provide, nor for the reliability or availability of such Third-Party Services and Third-Party Materials. When using a Third-party Service (including a government registry), where it is available, authID is not responsible for any SLA’s for such services, which will be provided on an ‘as and when available” basis, authID reserves the right to change the provider of such Third-Party Services, at any time, at its sole discretion.

8. Termination.

  1. The License granted to you by these Terms and Conditions is effective until terminated. Your rights under these Terms and Conditions and any agreement to provide Services will terminate automatically or otherwise cease to be effective with or without notice from authID if you fail to comply with any term(s) of these Terms and Conditions (including but not limited to the circumstances described in Section 6(c) above).
  2. If Customer fails to pay when due any Fees payable for the Services, authID may but shall not be required to give notice of such past due, returned or rejected payment but shall in any event be entitled to terminate the License granted hereunder and any agreement for Services. If Customer subsequently pays the amount due, authID may but shall not be obliged to restore Services and may impose conditions on such restoration at its sole discretion.
  3. Material Breach. Notwithstanding any term or provisions of this Agreement to the contrary, in the event of any material breach or default by either party in the performance of any duty or obligation under this Agreement, the other party may, at its option, by notice to the breaching party, terminate this Agreement if such default is not cured within thirty (30) calendar days of receipt of written notice thereof from the non-breaching party with respect to any material breach or default. With respect to the breach of any non-payment obligation that reasonably requires more than 30 calendar days to cure, the party seeking to terminate this Agreement must likewise first give the other written notice of the breach. The breaching party shall within 30 calendar days after service of such notice either cure the breach, or deliver a remediation plan for curing the breach within 90 calendar days. Provided that the breaching party commences and continues diligently to cure the particular breach in accordance with the plan so submitted, the non-breaching party shall not be entitled to terminate this Agreement. PROVIDED HOWEVER THAT, in the event that the breaching party fails to cure the breach in accordance with the remediation plan, the non-breaching party shall be entitled to serve not less than 5 business days’ written notice terminating this Agreement.
  4. Notwithstanding any term or provisions of this Agreement to the contrary, either party shall be entitled to terminate this Agreement, upon 30 calendar days’ written notice after the occurrence of any of the following:
    1. the appointment of a receiver, trustee or custodian of the other party, or for any substantial assets of the other party, or the institution of proceedings for the dissolution or the full or partial liquidation of the other party, which is not dismissed within thirty (30) calendar days;
    2. the other party ceasing to conduct its business in the ordinary course;
    3. the commencement of proceedings in bankruptcy, or for reorganization of the other party, or for the readjustment of any of the debts of the other party under the applicable bankruptcy and insolvency laws, or under any other laws, for the relief of debtors, now or hereafter existing, by either party or against either party, which is not dismissed within thirty (30) calendar days.
  5. Any time to pay, or cure any breach, or any other indulgence granted to You, or to any Customer shall not be deemed a waiver of any breach by You or Customer, nor a waiver, or limitation on authID’s rights to terminate this License and any agreement for Services by reason of such breach. Nor shall such granting of time to pay, or cure any breach, or other indulgence apply to any subsequent breach of these terms and conditions by You, or any Customer.
  6. Upon the termination of this License, you shall cease all use of the Software and the Documentation.  Sections 4, 5, 7A(b), 7B(b), 7C(b), 8, 9, 10, 12, 13, 14, 15, 16, 18, 19 and 20 of these Terms and Conditions shall survive any such termination.

9. Disclaimer of Warranties.

  1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THESOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
  2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AUTHID HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
  3. AUTHID DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, OR SERVICESWILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE TEST ENVIRONMENT, SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT,  OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER APPLICATION, DEVICE, THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THE SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF CUSTOMER APPLICATION, OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
  4. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
  5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTHID OR AN AUTHID AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION REGARDING THE SOFTWARE, SERVICES OR ANY OTHER MATTER COVERED BY THESE TERMS AND CONDITIONS. SHOULD THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
  6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability.

  1. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL AUTHID, ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, AND SERVICES OR ANY CUSTOMER APPLICATION OR THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE, DOCUMENTATION, TEST ENVIRONMENT, OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AUTHID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. IN NO EVENT SHALL AUTHID’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND INCLUDING ANY CLAIM FOR INDEMNIFICATION (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FEES PAID BY YOU TO AUTHID FOR USE OF THE SERVICES, DURING THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE RELEVANT INCIDENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

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.

  1. Agreement to Binding Arbitration Between You and authID. You and authID agree that any dispute, claim or controversy arising out of or relating to (i) this License or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Software, the Test Environment or any Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and authID, and not in a court of law.
  2. Prohibition of Trial by Jury and Class Actions. You acknowledge and agree that you and authID are each waiving the right to a trial by jury, and may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class action or representative proceeding.  Unless both you and authID otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.  However, you and authID each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights
  3. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association in accordance with the AAA’s Commercial Arbitration Rules then in effect, except as modified by this Arbitration Agreement. Further information about the AAA and the AAA Rules are available at https://www.adr.org/.  Notwithstanding any choice of law or other provision in this License, the parties agree and acknowledge that the interpretation and enforcement of this Arbitration Agreement shall be governed by the Federal Arbitration Act.
  4. Arbitrator Authority. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the  Prohibition of Trial by Jury and Class Actions section above, shall be for a court of competent jurisdiction to decide.
  5. Process A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration by certified mail or e-mail as specified in the AAA Rules. You should send this notice to authID Inc. 1580 N. Logan St., Ste 660, Unit 51767, Denver, CO 80203 United States of America, Attn: General Counsel or (b) by email from the email address associated with your Account to:legal@authid.ai. authID will send any notice to you to the address or e-mail address we have on file associated with your Developer Tools or authID App; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
  6. Location and Procedure. Unless you and authID otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and authID submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
  7. Arbitrator’s Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. An Arbitrator’s decision shall be final and binding on all parties.  Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of reasonable attorneys’ fees and expenses, to the extent provided under applicable law. authID will not seek, and hereby waives all rights authID may have under applicable law to recover, attorneys’ fees and expenses if authID prevails in arbitration.
  8. Fees Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
  9. Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this License; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

16. Complete Agreement; Governing Language.

  1. This Agreement comprises (i) the authID Service Agreement and Order Form entered into by the Customer; and (ii) any Addendum to such Service Agreement and Order Form; and (iii) any subsequent amendment to such Service Agreement and Order Form; and (iv) these Terms and Conditions. This Agreement constitutes the entire agreement between you and authID relating to the Software the Documentation and the Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms and Conditions or this Agreement will be binding unless in writing and signed by authID.
  2. In the event of an conflict between the documents comprising this Agreement, the conflict shall be resolved and the provisions of the following documents shall prevail in the following order of priority:
    1. the most recent amendment to any Service Agreement and Order Form;
    2. the Addendum to such Service Agreement and Order Form;
    3. the Service Agreement and Order Form; and
    4. these Terms and Conditions
  3. 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

  1. Confidential Information.  Each party acknowledges that it has received and may receive Confidential Information.  The parties shall use Confidential Information only for the purpose of undertaking their respective obligations in accordance with this Agreement.  Except as otherwise expressly provided in this Agreement, a Party shall have no authority to use another Party’s Confidential Information for any other purpose, or in any other manner.
  2. Duty to Maintain Confidentiality.  The party disclosing Confidential Information shall at all times retain title to the Confidential Information.  The receiving party shall preserve and protect the confidentiality of the disclosing Party’s Confidential Information using precautions at least as restrictive as those it takes to protect their own Confidential Information and trade secrets (but in no event less than a reasonable degree of care).  Except as expressly authorized by this Agreement, the receiving Parties shall not allow others to use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, or translate any part of such Confidential Information without the disclosing party’s prior written consent.  The receiving party shall limit access to the disclosing party’s Confidential Information to its and its affiliates’ directors, officers, managers, employees and contractors who:  (i) have a need to know such Confidential Information to enable that person to perform its, their obligations under this Agreement and (ii) are obligated to protect the confidentiality of such Confidential Information under substantially similar terms as those set forth in this Section.  The receiving party shall be fully and directly responsible and liable to the disclosing party for any breach of this Section by any persons receiving access to the disclosing party’s Confidential Information through or on behalf of such receiving party.  The disclosing party shall be entitled to injunctive relief for any breach or threatened breach of this Section.
  3. Exclusions.  Excluded from the obligations of this Section 19 is any information that:
    1. is known to the receiving party prior to disclosure by the disclosing Party as demonstrated by documentary evidence; or
    2. after disclosure to the receiving party, is published or otherwise becomes publicly available through no fault of the receiving party; or
    3. is developed by the receiving party independently of knowledge of Confidential Information; or
    4. has been rightfully acquired by the receiving party from a third person without restriction and provided that the third person had the right to disclose the information without restriction; or
    5. consists of general know how, processes and techniques, which, although similar in purpose and effect to protected Confidential Information, were not developed using and were not derived from Confidential Information.
  4. Exceptions for Legal Process. Further, the receiving party may disclose Confidential Information to the extent required by law, including applicable securities laws and the requirements or rules of any securities market or exchange, or pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or tribunal. However, in that case the receiving party shall first give the disclosing party prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and if required by the disclosing party shall, at the disclosing party’s cost, make a reasonable effort to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.
  5. Term of Confidentiality. The obligations under this Section 19 shall survive termination of this Agreement for any reason and shall continue for a period of 5 years from the date of such termination, except with respect to trade secrets which shall be subject to this Section for so long as they remain trade secrets.

20. Infringement Indemnity.

  1. authID shall defend or settle at its expense any claim, suit or proceeding arising from or alleging that any aspect of the authID Services or Customer’s exercise of any rights or authID’s performance of any obligations under this Agreement infringes any patent in the United States, copyright, or trade secret of any third party (“Infringement Claim”).  authID shall defend, indemnify and hold Customer harmless from and pay any and all losses, costs and damages, including royalties and license fees and reasonable counsel fees attributable to such Infringement Claim.
  2. Control of Infringement Claims.  (i) Customer shall give authID prompt written notice of any Infringement Claim of which it becomes aware.  authID shall have the sole authority, through counsel of its choosing, to assume the direction and control of the defense of any Infringement Claim, including appeals, negotiations and any settlement or compromise thereof, for so long as authID defends the claim in good faith.  (ii) If Customer is named in any proceeding involving an Infringement Claim and authID is not named in that proceeding, authID and any of its affiliates may seek leave to intervene in the proceeding, and Customer agrees not to oppose that intervention.  (iii) authID shall keep Customer informed of the status of any Infringement Claim, including regarding significant developments during its pendency, if that would not jeopardize the privileged or otherwise protected status of that information, and shall consider Customer’s views.  However, all authID decisions made and implemented in good faith shall bind Customer.  (iv)  Customer shall provide (and shall ensure that their respective affiliates provide) all reasonable assistance and any needed authority to authID to enable authID fully to control, defend and settle any Infringement Claim, including, as applicable, to be joined as parties.  PROVIDED THAT Customer shall approve the terms of any settlement or compromise, such approval not to be unreasonably withheld or delayed.  Such approval shall not be required so long as Customer shall be able to continue to use the services to be provided by authID hereunder, substantially in the manner and for the cost contemplated by this Agreement.
  3. Unauthorized Use. This indemnity shall not extend to any Infringement Claim resulting from Customer’s or Customer’s User’s unauthorized modification of technology or from unauthorized use or incorporation of technology in a manner for which the technology is not designed with products or services not provided by authID or with authID ‘s approval.
  4. Replacement of Service. In the event an Infringement Claim is made or alleged or in authID’s reasonable opinion is likely to be made or be alleged, authID may, at its sole option and expense: (i) procure for Customer and Customer’s Users the right to continue using the authID Service under the terms of this Agreement; or (ii) replace or modify the authID Service to be non-infringing without material decrease in functionality. If the foregoing options are not reasonably available, authID may terminate this Agreement and refund to Customer all prepaid fees for the remainder of its term after the date of termination.
  5. THE PROVISIONS OF THIS SECTION  STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF AUTHID AND ITS AFFILIATES TO CUSTOMER, AND IS CUSTOMER’S SOLE REMEDY, WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. THE LIABILITY LIMITATIONS CONTAINED IN SECTION 10 SHALL APPLY TO ALL INFRINGEMENT CLAIMS. THE LIMITATIONS TO THE LIABILITY AND OBLIGATIONS OF AUTHID PURSUANT TO SECTION 10 AND THIS SECTION SHALL ALSO APPLY FOR THE BENEFIT OF AUTHID’S AFFILIATES AND THEIR RESPECTIVE LICENSORS.

21. 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 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., 1580 N. Logan St., Ste 660, Unit 51767, Denver, CO 80203 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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