authID Inc. Terms And Conditions for Users
Effective January 3, 2023
IMPORTANT: 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:
- “AAA” means the American Arbitration Association.
- “AAA Rules” means the AAA’s Consumer Arbitration Rules.
- “API” means the authID application programming interface which enables access to the authID Software and Services.
- “Arbitrator” means the person appointed to act as arbitrator under the terms of Arbitration Agreement in these Terms and Conditions.
- “authID” means authID Inc. a Delaware, USA corporation.
- “authID Software” means any of authID’s software, including but not limited to any authID software for Users to access or use the authID Services on mobile devices, including but not limited to iOS, Android and other platforms, 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 of by means of any authID software, or is otherwise provided by authID or used with, or for the purposes of using any authID software or Services, which enable Customers and individual Users to access or use the 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.
- “authID Software Updates” means the authID Software as may be updated or replaced by feature enhancements, software updates or system restore software provided by authID.
- “Customer” means the company, entity or other organization using authID Services in connection with its business, or other organizational activity and which requested you to use these Services to verify or authenticate your identity.
- “License” means the license to use the authID Software granted to you by these Terms and Conditions.
- “Proof Information” shall have the meaning defined in Section 7(B)(b) below.
- “SDK” means the authID software development kit comprising the group of tools that enable the programming of the authID App family of mobile applications.
- “Services” means authID’s services and any Third-Party Services and web sites, which may be provided or accessible by using the authID Software, including but not limited to Verified™ Workforce, Verified™ Consumer, Proof™, Human Factor AuthenticationTM or HFATM and other FIDO2 compliant passwordless authentication services.
- “these Terms and Conditions” means these terms and conditions of use of the authID Software, as they may be amended from time to time by authID in accordance with the procedures described in these Terms and Conditions.
- “Third-Party Materials” means content, data, information, applications or materials from third parties, or links to certain third-party web sites provided by any Customer or other third-party which is accessible by means of or is provided in connection with the Services.
- “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 to its Customers by authID.
- “User” means You, or such other person who uses your device to access 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. “Verified User” shall mean a User of the Verified Service.
- “Verified Information” shall have the meaning defined in Section 7(A)(b) below.
- “Web Services Interface” shall mean authID’s interfaces provided for the purposes of accessing authID Software by means of an Internet browser.
- “You” (whether or not capitalized) means the person who owns or uses the device to which the authID Software is downloaded and shall include your assignees and successors in title.
- authID hereby grants to You a revocable, royalty-free, limited, non-exclusive License to use the authID Software solely for the purpose of accessing and using the Services andonly in accordance with these Terms and Conditions. The authID Software is not sold to You and You acknowledge that authID and its licensors retain ownership of the authID Software and all authID Trademarks used in the authID Software, or in these Terms and Conditions, and reserve all rights not expressly granted to You.
- authID, at its discretion, may make available future authID Software Updates for your device. The authID Software Updates, if any, 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 authID Software Updates provided by authID that replace or supplement the authIDSoftware, unless such authID Software Update is accompanied by a separate license in which case the terms of that license will govern.
- A Wi-Fi or cellular data Internet or Bluetooth connection is required in order to use the authID Software and Services.
3. Permitted License Uses and Restrictions.
- This License does not allow you to distribute copies or make the authID Software available over a network, where it could be used by multiple devices at the same time. This License does not grant you any rights to use 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, for use with devices.
- Subject to the terms and conditions of this License, authID hereby grants you a revocable, royalty-free, limited, non-exclusive, license to download authID Software Updates that may be made available by authID for your device or devices to update or restore the software on any such device that you own or control. This License does not allow you to update or restore any device that you do not control or own, and you may not distribute copies or make the authID Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. If you download an authID Software Update to your computer, you may make one copy of the authID Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.
- You may not, and you agree not to or enable others to copy (except as expressly permitted by this License), modify, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the authID Software or any services provided by the authID 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 authID Software).
- You agree that the Services contain proprietary content, information and material that is owned by authID, the site owner and/or their licensors, which are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third-party or authID. No portion of the Services may be reproduced in any form or by any means. You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that authID is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
- You agree to use the authID Software and the Services 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 authID Software and Services.
- If you choose to allow automatic app updates, your device will periodically check with the appropriate operating system application store, or other source for downloading the authID Software for updates to the apps on your device and, if one is available, the update will automatically download and install onto your device. You can turn off the automatic app updates altogether at any time by going to your device’s settings menu.
- Using authID Services in some circumstances can distract you and may cause a dangerous situation (for example, avoid using the Services while driving a car). By using the authID Services you agree that you are responsible for observing rules that prohibit or restrict the use of mobile phones.
4. No Transfer.
You may not rent, lease, lend, sell, redistribute, or sublicense the authID Software. You may, however, make a one-time permanent transfer of all of your license rights to the authID Software to another party in connection with the transfer of ownership of your device, provided that: a. the transfer must include your device and all of the authID Software, including all its component parts, original media, printed materials and this License; b. you do not retain any copies of the authID Software, full or partial, including copies stored on a computer or other storage device; and c. the party receiving the authID Software reads and agrees to accept the terms and conditions of this License.
5. Consent to Collection, Transfer and Use of Personal Data.
- When you use the authID Software, your e-mail address, or phone number, your photograph (if you are using a facial recognition feature of the authID Software) and certain unique identifiers for your device are sent to authID in order to allow authID and others to provide Services. You will first need to register with authID in order to use authID Software and to provide certain personal information, such as your e-mail address, and a photograph (if you are using a facial recognition feature of the authID Software). In certain cases, we may receive from the Customer which is requesting or requiring your use of the relevant Servicesyour photograph and other personal information which you have provided to such third-party. In such case you hereby give us permission to store and use such photograph and the facial recognition biometric template that we create from such image and personal information for the purposes of providing you Services when you use the authID Software.
- By using the authID Software, you are consenting to the transfer to and use by authID of all required data to enable authID to operate the authID Software and provide the Services. When you approve (or decline) a transaction, which is presented to you by the authID Software, or otherwise make use of the authID Software, you are consenting to sending to authID biometric and other information for such purpose (depending on your authID account set-up) and to authID sending a message to the third-party Customer that has requested or required your use of the relevant Services, which will include information about you that is necessary to authenticate your choice.
6. Services and Third-Party Materials.
- The authID Software may be used by our Customers to provide multi-factor authentication for access to or the use of the relevant Customer’s service. Such Customer services are not provided through the authID Software, authID does not have access to any of the data, which are processed through or stored in such Customer services and therefore authID is not responsible for any unauthorized access to, or loss of such data. authID is not responsible for the operation, non-operation, interruption or inability to access such Customer Services. The terms and conditions of access to and the use of Customer services are set by such third-party Customers. If you have other credentials for accessing such Customer services (such as a log-in name, password or PIN) you need to take appropriate precautions to protect them and authID is not responsible for any losses arising from their misuse.
- The authID Software enables access to authID’s and Third-Party Services. Use of these Services requires Internet access.
- Certain Services may provide access to, display, include or make available Customer or other third-party’s services and Third-party Materials. By using the Services, you acknowledge and agree that authID is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-party Materials. authID, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Customer’s or other third-party’s services, Third-party Materials, or for any other materials, products, or services of third-parties. Third-party Materials and links to other web sites are provided solely as a convenience to you.
- Features of the authID Software, Services and Third-Party Materials that may be accessed, linked to or displayed by means of the authID Software are not available in all languages or in all countries or regions, some features may vary by region, and some may be restricted or unavailable from your service provider. authID makes no representation that such Services and Third-Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third-Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. authID and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will authID be liable for the removal of or disabling of access to any such Services. authID may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
7. authID Services
7A. Verified™ by authID
- Overview. Verified™ Workforce and Verified™ Consumer by authID provide a multi-factor authentication system to be used in conjunction with a Customer’s other security measures to authenticate its workforce, consumers or end-users before they access a Customer’s systems, or certain functionality of such systems. The system may also be used to authenticate callers in a call center or similar environment.
- Verified Information. In addition to the information referenced in Section 5(a) when you use the Verified™ by authID Service, in order to gain access to a system or obtain service from a third-party Customer, authID may receive and store additional personal information about you, in order to provide you with such service. Such information may include (but is not limited to) your first and last name, details of a particular transaction, address or other information change request, or other service that you wish to undertake or use, or that you may provide to the third-party Customer (collectively referred to as “Verified Information”).
- Consent to Use Verified Information. In signing up for the Verified™ Service, you consent to the transfer to and storage by authID of all such Verified Information and the use by authID of all Verified Information, for the purpose of providing the Verified™ Service. You acknowledge that Verified Information may be provided to authID by You, or by a third-party Customer for whom the Verified Service is being provided.
- Overview. Proof is a Service, which is used to enable Users to remotely provide identification documents to Customers, or otherwise to remotely authenticate a User’s identification information, for the purposes of proving the User’s identity, whether at the time the User opens an account with the Customer, or any other time when a Customer needs to establish a User’s identity. Such documents may for example be a passport, national identity card, or driver’s license. By means of the Proof Service, authID extracts the relevant data from the identification document presented by the User, compares the picture to a live reference photograph taken by the User and then authID forwards the data from the identification document including the live photograph to the Customer, which initiated the Proof Service request. If expressly required by a Customer as part of the Proof Service, authID may in addition transmit the document data and live photograph (directly or indirectly) to governmental entity that issued the document for verification, or to a provider of a Third Party Service for additonal security checks or data collection.
- Consent to Use Proof Information. By using the Proof Service, you consent to the transfer to, and storage by authID of all such Proof Information and the use by authID of all Proof Information, for the purpose of providing the Proof Service. You further consent to the processing, and storage of such Proof Information by authID and transmission of the Proof Information to the Customer, which initiated the Proof Service request and, if applicable, to the government entity which issued the document from which the Proof Information is derived and to authID’s provider of Third Party Services for additonal security checks or data collection.
- Disclaimer. Use of the Proof Service does not guarantee that a User’s application to the Customer for the Third-Party Service will be accepted, or that the Customer will not require additional documentation, including proof of your identity.
7C. Third-Party Services
- authID makes available to its Customers certain 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 (for example for US, Canadian or Mexican Driver’s licenses), or to the relevant government registry which issued the ID (for example for South Africa), or for checking sanctions compliance, or verifying other demographic data, or personal information regarding a User. A list of the providers of such Third Party Services currently used by authID is available .
- You acknowledge 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. authID reserves the right to change the provider of such Third-Party Services, at any time, at its sole discretion.
- Third-Party Materials. In addition to the information referenced in Section 5(a) and Proof Information, when you a Customer requires the use of a Third-Party Service, in order to provide additional verification of your identity to such Customer, or to comply with applicable “know your client” anti-money laundering, or sanctions regulations, when you authorize a Proof Transaction You will also authorize the transmission of data as follows:
(i) by authID to the provider of the Third-Party Service of some or all of your Proof Information sufficient to provide the Third-Party Service; and
(ii) by the provider of the Third Party Services to authID of the Third Party Materials which may contain additonal personal information about You; and
(iii) by authID to the Customer of the Third-Party Materials received by authID which may contain additional personal information about you
7D. Human Factor Authentication or HFA
When you use our passwordless authentication service, Human Factor Authentication, once your identity is verified, we set a FIDO2 compliant cryptographic key on your device, which is used in the future to automatically authenticate your device and tie it to your identity, so that we can confirm to the Customer that it is you who are accessing their service. In subsequent log-ins to our Customer’s services, or when asked to authenticate yourself before undertaking particular transactions with that Customer, authID may access the cryptographic key and ask you to take a selfie which we compare to your reference biometric that we maintain on file, in order to provide confirmation to the Customer, that you are duly authenticated for their purposes.
- This License is effective until terminated. Your rights under this License and any agreement to provide Services will terminate automatically or otherwise cease to be effective without notice from authID if you fail to comply with any term(s) of this License or if authID’s ceases to provide Services to the Customer who requested or required your use of the Services.
- Upon the termination of this License, you shall cease all use of the authID Software. Sections 4, 5, 6, 7A7B, 8, 9, 10, 12, 13, 14, 15, 16, 17 and18 of this License shall survive any such termination.
9. Disclaimer of Warranties.
- If you are a consumer (someone who uses the authID Software outside of your trade, business or profession, or as otherwise defined by applicable law), you may have legal rights in your State or country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
- YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE AUTHID SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE AUTHID SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AUTHID SOFTWARE 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 AUTHID SOFTWARE 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.
- AUTHID DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE AUTHID SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE AUTHID SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE AUTHID SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE AUTHID SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE AUTHID SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY DEVICE, THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF AUTHID SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
- YOU FURTHER ACKNOWLEDGE THAT THE AUTHID 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 AUTHID 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.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTHID OR AN AUTHID AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE AUTHID SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability.
- 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 AUTHID SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE AUTHID SOFTWARE 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL AUTHID’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY DOLLARS (US$250.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR DEVICE AND OF ANY PASSCODE AND PIN. YOU AGREE THAT AUTHID DOES NOT HAVE ANY RESPONSIBILITY IF YOU LOSE OR SHARE ACCESS TO YOUR DEVICE. YOU AGREE THAT AUTHID DOES NOT HAVE ANY RESPONSIBILITY IF YOU MAKE UNAUTHORIZED MODIFICATIONS TO ANY AUTHID SOFTWARE. IF YOUR DEVICE IS LOST OR STOLEN YOU SHOULD CONTACT THE CUSTOMER WHO ISSUED YOUR CREDENTIALS IN ORDER TO PREVENT UNAUTHORIZED ACCESS TO OR USE OF YOUR CREDENTIALS.
11. Complete Agreement; Governing Language.
This License constitutes the entire agreement between you and authID relating to the authID Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by authID. Any translation of this License 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 of this License shall govern, to the extent not prohibited by local law in your jurisdiction.
12. Export Control.
You may not use or otherwise export or re-export the authID Software except as authorized by United States law and the laws of the jurisdiction(s) in which the authID Software was obtained. In particular, but without limitation, the authID 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 using the authID 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 authID Software for any purposes prohibited by United States law.
13. Government End Users.
The authID Software and related 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.
This License 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 AGAINST AUTHID, 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.
- 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 authID Software 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.
- 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
- Rules and Governing Law. The arbitration will be administered by the American Arbitration Association in accordance with the AAA’s Consumer 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/Consumer. 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.
- 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.
- 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. 670 Long Beach Boulevard, Long Beach, NY 11561 United States of America, Attn: General Counsel or (b) by email from the email address associated with your Account to: legal@authID.com. authID will send any notice to you to the address or e-mail address we have on file associated with your authID account; 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.
- 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.
- 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.
- Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, authID will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose.
- 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. Third-Party Acknowledgements.
Portions of the authID Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the authID Software, and your use of such material is governed by their respective terms.
17. Notices From authID.
If authID needs to contact you about your product or account, you consent to receive the notices by email, or if no email address is provided by text message to the telephone number which is currently registered by You and is associated with your device for the use of the authID Software. You agree that any such notices that we send you electronically will satisfy any legal communication requirements.
18. Changes to this License
authID may amend this License from time to time, including the Arbitration Agreement set forth in Section 15. Amendments will be effective upon authID’s posting of such updated License at this location, or in the amended or supplemental terms of the applicable Service. Your continued access or use of the authID Software, or any Service after such posting confirms your consent to be bound by this License, as amended. If authID changes this License after the date you first agreed to this License (or to any subsequent changes to this License), you may reject any such change by providing authID written notice of such rejection within 30 days of the date such change became effective, as indicated in the first sentence of this paragraph. This written notice must be provided either (a) by mail to 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.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this License. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of this License, including the Arbitration Agreement, as of the date you first agreed to this License (or to any subsequent changes to this License).
Effective January 3, 2023
In this Privacy Notice “authID” and “we” refers to authID Inc. and its subsidiary companies who provide or assist in the provision of our software, interfaces, applications, system, or database which are provided by authID and which are accessible by any means such as an Internet browser, desktop application or mobile device (collectively referred to as the “authID Software”) and our identity authentication and verification services including Verified™, Proof™ and Human Factor Authentication™ or HFA™(“Services”) and operate our websites including www.authid.ai and investors.authid.ai (the “Site”).
The following statements inform you of authID’s policies regarding the collection, use and disclosure of Personal Information (as defined below) authID receives from or relating to persons using or accessing the authID Software, Services and the Site (each such person “You” or “User”, whether or not capitalized). By using the authID Software, the Services or the Site, You agree to the collection, use and disclosure of your Personal Information, in accordance with this Privacy Notice.
Information Collection and Use
While using the Site, or applying to use our Services, authID may ask you to provide it with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to, your name, e-mail address, telephone number and postal address and other information which may be contained in a government issued identity document. When registering with us to use our Services you will be asked to provide an email address or telephone number and a photograph (if you are using a facial matching feature of the authID Software). In certain cases, we may also receive from the Customer which is providing their services to you, your photograph and other personal information which you have provided to such Customer, for authID to contact you and to provide the Services. (Collectively all of such personally identifiable information, other personal information and biometric information is referred to as “Personal Information”).
authID uses your Personal Information for providing the Services to our Customers, providing you with information about authID, its products and services and for providing, maintaining and improving the Site, the authID Software and the Services. authID may use your Personal Information to contact you with marketing or promotional materials.
AuthID Software & Services
authID uses your Personal Information to operate the AuthID Software and to provide the Services. To provide the Services we may receive and transmit certain Personal Information to the Customers with whom you have authorized us to work, when registering for any Service and using any authID Software. When you use AuthID Software, your phone number, your photograph (if you are using a facial matching feature of the authID Software) and certain unique identifiers for your device are sent to authID to allow authID and others to provide Services. When you approve (or decline) a transaction, which is presented to you by the AuthID Software, you are consenting to sending to authID biometric and other information for such purpose (depending on your authID account set-up) and consenting to authID sending a message to the Customer that is providing the relevant services, which will include information about you, which is necessary to authenticate your choice. When you use our passwordless authentication service, Human Factor Authentication, once your identity is verified we set a FIDO2 compliant cryptographic key on your device, which is used in the future to automatically authenticate your device and tie it to your identity, so that we can confirm to the Customer that it is you who are accessing their service.
In addition to the information referenced and Proof Information, when a Customer has contracted authID to use a Third-Party Service, in order to provide additional verification of your identity to that Customer, or to comply with applicable “know your client” anti-money laundering, or sanctions regulations, you will authorize the transmission of Personal Information as follows:
- by authID to the provider of the Third-Party Service of some or all of your Proof Information sufficient to provide the Third-Party Service; and
- by the provider of the Third Party Services to authID of the Third Party Materials which may contain additonal personal information about You; and
- by authID to the Customer of the Third-Party Materials received by authID which may contain additional personal information about you,
Personal Information Including Biometric Information
We never sell or rent your Personal Information. We never transfer any Personal Information, including without limitation biometric information, which we may collect or store to anyone other than to:
- one of our subsidiaries; or .
- the Customer who requested or required you to use authID Software or Services
- the provider of Third-Party Services
Other Uses of Information
We are a multinational business headquartered in the United States, with subsidiaries and affiliates in various countries around the world. Your Personal Information may be disclosed to recipients located outside of your country, including our global subsidiaries and affiliates. We do not make a practice of selling, sharing, trading or renting your Personal Information to others in ways different from what is disclosed within this policy, agreed to contractually by our Customers, or the users of our Services, or otherwise with their permission.
We may use certain information we gather from your use of our Site, AuthID Software, authID Software and Services to generate de-identified or aggregated information, from which Personal Information has been removed. De-identified or aggregated information does not identify you in any personal way and is not subject to any of the restrictions in this Privacy Notice and we may use it as we consider appropriate.
Like many sites, authID uses “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of the Site.
A “cookie” is a text file that websites send to a visitor’s computer or other internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. This website’s uses of cookies include those cookies that are strictly necessary to enable the features of the website, performance cookies to see how visitors use the website, and functionality cookies that enable the webpage to “remember” machines or devices, personalize website content and tailor user experience. In addition, cookies may be used to help us define our audience so that we can make appropriate changes to this website (“Demographics” cookies) and target advertisements to users when they are browsing this website and other websites (“Interest Reporting” cookies), in each case by reference to anonymous identifiers, not personal information.
The security of your Personal Information is important to authID, and our systems are designed with security and data protection as the highest priority. We adopt physical, electronic, and procedural safeguards to protect Personal Information. For example, maintain certain databases in restricted areas; and secure the content by use of firewalls and other security methods. We also limit access to databases containing Personal Information to specifically authorized employees and agents and other parties identified in the disclosure section above. We also regularly undertake independent testing of our systems and processes to ensure compliance with our security protocols and our certificates of testing may inspected upon request. However, you should remember that no method of data transmission over the Internet, or method of electronic data storage, is 100% secure. While authID strives to use commercially reasonable means to protect your Personal Information, authID cannot guarantee its absolute security.
authID may provide links on this Site to other websites that are not under our control. In using our AuthID Software and Services you may have access to websites and services offered by Third-Parties. We do not endorse or make any warranty of any type regarding the content contained on such websites or products and services offered on those websites or by any Third-Party. We make no representation regarding your use of such websites or any Customer or other Third-Party services. Please be aware that we are not responsible for the privacy practices of our Customers, Third-Parties or the operators of other websites. We encourage our users to be aware when they leave our Site and to read the privacy statements of each website and Customer or other Third-Party that collects personal information. This policy applies solely to Personal Information collected by us. You should read any other applicable privacy and cookies policies carefully before accessing and using such other Customer or other Third-Party services and any other websites.
This Privacy Notice is effective as of the date at the top of this Privacy Notice and will remain in effect subject to any changes in its provisions in the future, which will be in effect immediately after being posted on this page. authID reserves the right to update or change this Privacy Notice at any time and thus you should check this Privacy Notice periodically. Your continued use of the Site, any AuthID Software or Services after authID posts any modifications to the Privacy Notice on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Notice.
Notice to California residents:
Individuals who reside in California and who have provided their Personal Information to authID may have additional rights and may request information regarding disclosures of this information to third parties for direct marketing purposes. Such requests must be submitted to us at the following address:
Attn: Legal Department
1624 Market St. Ste 226, Unit 51767,
Denver, Colorado 80202-1559
Such requests may be made only once each calendar year. We may not respond to requests sent to addresses other than the one shown above.