Software Terms of Use
Version
1.0
09.19.23
Allthenticate • TERMS OF SERVICE
Allthenticate, Inc. (“Allthenticate”, “we”, “our”, or “us”) develops and delivers proprietary, industry-specific technology and solutions designed to simplify password authentication and enhance data and device security. We deploy the object code version of our software (the “Software”) remotely through the cloud and make it accessible via either mobile apps or other downloadable software with or without web-based interfaces such as https, VPN or API. Certain additional capitalized words and phrases in these Terms of Service have special meanings that are provided throughout these Terms of Service, or if not so defined, are indexed in Section 18. The English language version of these Terms of Service is the controlling version regardless of any translation.
IMPORTANT NOTE TO READ BEFORE DOWNLOADING OR USING THE SOFTWARE
This is an agreement between Allthenticate and you. All references to “you” and “your” in these Terms of Service mean the person accepting these Terms of Service as an individual, the legal entity for which the representative is acting, and/or any User of the Software. Carefully read all of the terms and conditions of these Terms of Service. By accessing, downloading, or using the Software, and/or clicking on the “I AGREE” button, you expressly agree to and consent to be bound by these Terms of Service, including the arbitration and class action waiver provisions set forth herein. If you do not agree to all of the terms of these Terms of Service, including those above, please click the “BACK” button and stop the installation and set-up process immediately. If you choose to not agree with any of these terms, you may not use the Software.
Downloading and Accessing the Software. These Terms of Service establish your and Allthenticate’s legal rights and obligations with respect to the Software. Prior to using the Software, you will be required to download a mobile app, or visit an Internet site, through which you will access an online portal to set up an account. Account set-up includes our issuance or your creation of authentication credentials (e.g., username/password). Sharing of these credentials is strictly prohibited, and you must maintain strict confidentiality of such credentials. Access to the portal and use of mobile apps will be governed by these Terms of Service whether or not they are referenced or linked to or from the portal or app.
System Requirements. Your use of the Software requires one or more compatible devices, access to the Internet, and third-party software. You acknowledge that you may be required to obtain updates or upgrades to the Software or third-party software, and that you may incur a cost for such updates or upgrades. You further acknowledge that your ability to access and use the Software may be impacted by the performance and reliability of certain hardware, software, and Internet access. You are solely responsible for any costs incurred that may result from your access to or use of the Software. Allthenticate may, in its sole and absolute discretion, discontinue availability or compatibility of the Software on a particular operating system, device, or platform.
Accessibility. You agree that from time to time the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake; or (iii) causes beyond our control or which are not reasonably foreseeable.
Use Rights and Related Terms.
Use Rights. Subject to these Terms of Service, we grant to you a limited, personal, revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable license to: (a) access and perform, remotely through the applicable mobile app or online interface, the executable features and functions, and perform and display the content and graphical components of the Software solely in connection with your personal or internal business use; and (b) display and reproduce the documentation for the Software as reasonably required for such use (collectively, “Use Rights”). Use Rights extend to any and all updates we provide as part of the Software. You acknowledge and agree that your access to and use of the Software is revocable in Allthenticate’s sole and absolute discretion.
Conditions; Acceptable Use. You agree that you will not, and will not permit anyone else to (whether directly or indirectly), do any of the following to the Software, or use it for purposes of, or in connection with: (a) reverse engineering, making machine code human readable or creating derivative works or improvements; (b) copying or otherwise reproducing the Software; (c) commercially exploiting or providing the Software to third parties (whether by sublicense, sale, or other means); (d) introducing malicious code; (e) interfering with the Software’s security or operation; (f) framing or mirroring the Software outside of your own intranets; (g) creating, benchmarking, or gathering competitive intelligence; (h) removing, modifying, or obscuring proprietary rights notices; (i) defaming or harassing others; (j) infringing another’s IPR; (k) intercepting or expropriating data; (l) spamming, spoofing, or otherwise misrepresenting transmission sources; (m) uploading, posting, emailing, transmitting or otherwise making available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable; (n) impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (o) intentionally or unintentionally violating any applicable local, state, federal, or international law; (p) interfering, disrupting, or attempting to disable the Software, or gaining unauthorized access to other accounts on the Software; or (q) engaging in any other activity deemed by Allthenticate to be in conflict with the spirit or intent of these Terms of Service. You agree that you are solely responsible for compliance with all laws that apply to your access to and use of the Software.
Investigation. Allthenticate may investigate any complaints or violations that come to our attention and may take any action, in its sole and absolute discretion, including issuing warnings, suspending or terminating use of or access to the Software, terminating accounts, or taking other actions in its sole and absolute discretion.
Third Party Software and Data. Certain Third Party Software and Data may already be fully integrated with the Software such that the user experience does not change (“Integrated Third Party Software and Data”). We have been authorized to resell, distribute, or otherwise provide you with the Integrated Third Party Software and Data and do so on either a sublicense or pass-through basis, subject to the separate terms and conditions of its owners and licensors may require us to flow down to you. We do not have the authority to modify those terms and conditions but do hereby represent that we have the authority to so provide the Integrated Third Party Software to you such that you may use it in connection with the Software. To the extent they vary materially from these Terms of Service, we will make any required flow-down terms available to you upon request. If additional Third Party Software and Data is required or optionally available for use with the Software, we will identify it for you and you will be responsible for obtaining and paying for your own rights from the applicable third party licensor.
IPR Ownership; Data Rights.
As between you and Allthenticate, all IPR in and to the Software and all of its derivative works and improvements are owned or licensed by, and are proprietary to, Allthenticate. Your rights in and to the Software are limited to the scope of the Use Rights, and you acknowledge that you have neither obtained, nor will obtain, any ownership or other right, title, or interest in or to the Software or any IPR related thereto. The Software, and any copies thereof, shall remain the exclusive property of Allthenticate. To the extent you provide access under your Use Rights to a government agency, and for all purposes related Federal Acquisition Regulations, Defense Federal Acquisition Regulations or their state analogs, no IPR ownership is transferred or rights granted to a government agency. The Software is “commercial computer software”, “commercial computer software documentation” and “restricted data” provided under “Limited Rights” and “Restricted Rights” and only as commercial end items.
You hereby grant to us a worldwide, perpetual, irrevocable, non-exclusive license to possess and use the Customer Data in any lawful manner necessary to carry out the calculations, processing, and/or analytics needed to deliver and provide the Software. You hereby represent and warrant to us that you have all right and authority necessary to lawfully transfer Customer Data to us for use in the Software and as otherwise contemplated hereby. To the extent Customer Data may include Personal Data, you hereby expressly consent to our possession, use, and sharing of the Personal Data to the same degree as described by the foregoing license. As between you and Allthenticate, you are solely responsible for ensuring you have the necessary authorization to provide the foregoing consent with respect to any Personal Data.
Allthenticate shall: (a) ensure that it has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (b) have measures in place designed to protect the security and confidentiality of Customer Data; and (c) access and use the Customer Data solely to perform its obligations in accordance with the terms of these Terms of Service, and as otherwise expressly permitted in these Terms of Service.
You agree that Allthenticate may obtain and aggregate technical and other data about your use and configuration of the Software and data derived from it (“Usage Data”) in accordance with applicable law and for its reasonable business purposes, including to analyze, develop, improve, support, and operate the Software, and for your benefit. In the event Allthenticate wishes to disclose the Usage Data or any part thereof to third parties, such data shall be de-identified and/or presented in the aggregate so that it will not identify you.
Termination. These Terms of Service are effective upon your acceptance as set forth herein and shall continue in full force until terminated, unless otherwise stated herein. We reserve the right, in our sole and absolute discretion and without notice, at any time and for any reason to (a) remove or disable access to all or any portion of the Software; (b) suspend your access to or use of all or any portion of the Software; and (c) terminate these Terms of Service. You acknowledge that Allthenticate is constantly changing and improving the Software, and may add or remove functionalities or features, or may suspend or stop providing the Software altogether.
Confidentiality.
Confidential Information. “Confidential Information” means all information provided by the disclosing party to the receiving party concerning the disclosing party’s or its affiliates’ business, products, or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing party at the time of disclosure. The parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other party. The receiving party may only use the disclosing party’s Confidential Information to fulfill the purposes of these Terms of Service and in accordance with the terms of these Terms of Service. The receiving party will protect the disclosing party’s Confidential Information by using at least the same degree of care as the receiving party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to its (and its affiliates’) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This Section 6 does not apply to Customer Data.
Exceptions. Information will not be deemed Confidential Information if it: (a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms of Service by the receiving party; or (d) is independently developed by the receiving party without use of or reliance upon the disclosing party’s Confidential Information, and the receiving party can provide evidence to that effect. The receiving party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing party prior written notice sufficient to permit the disclosing party to contest such disclosure.
Your Representations and Warranties. You represent and warrant to Allthenticate that: (a) you are either sixteen (16) years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service; (b) all information provided by you to Allthenticate is truthful, accurate, and complete; (c) you shall comply with all terms and conditions of these Terms of Service; (d) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address, and telephone number; (e) your use of the Software is for your personal benefit only, and not for the benefit of any other third party; and (f) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Security. You shall be solely responsible for the security, confidentiality, and integrity of all data, information, and content that you receive, transmit, and/or store with respect to the Software and your use of the Software. You agree that you are solely responsible for any authorized or unauthorized access to your account by any person, and for the confidentiality of your password and all use or applicable charges incurred from use of the Software with your password. You agree to take reasonable steps to prevent access to the Software (whether by internet, phone, or otherwise) by any person other than you, to report promptly to Allthenticate any access to the Software by unauthorized persons, and to indemnify Allthenticate for any claims resulting from access to the Software by individuals unauthorized to use your account. The Allthenticate Parties shall not be liable for any loss or damage arising from or related to your failure to comply with this security obligation, and you agree to indemnify, defend, and hold harmless the Allthenticate Parties against any claim arising from or related to such failure.
Indemnification. You agree to indemnify, defend, and hold harmless the Allthenticate Parties from and against any and all third-party claims, demands, liabilities, damages, causes of action, fines, expenses, and/or costs (including reasonable attorneys’ fees) arising out of or related to (a) your breach (or alleged breach) of any provision of these Terms of Service; (b) your use of and/or access to the Software; and/or (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the expiration and/or termination of these Terms of Service and your use of the Software.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ALLTHENTICATE PARTIES (A) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT); (B) DO NOT WARRANT THAT THE SOFTWARE MEETS YOUR REQUIREMENTS, OPERATES WITHOUT INTERRUPTION, OR IS ERROR FREE; (C) DO NOT MAKE ANY REPRESENTATIONS OR GUARANTEES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SOFTWARE; AND (D) DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE, OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH ALLTHENTICATE.COM WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE ACCURACY OR COMPLETENESS OF THE SOFTWARE IS ASSUMED SOLELY BY YOU. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK AND ON AN AS-IS AND AS-AVAILABLE BASIS. THE ALLTHENTICATE PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOFTWARE, AND THEY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITIES. IN NO EVENT SHALL THE ALLTHENTICATE PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SOFTWARE, (C) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE BY ANY THIRD PARTY OR OTHERWISE, (F) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ALLTHENTICATE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (G) DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF SERVICE OR PRIVACY POLICY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. You must bring any cause of action arising out of or related to the Software within one (1) year after the cause of action accrues, or such cause of action shall be forever barred. The limitations and exclusions in this Section apply to all claims or causes of action under whatever theory brought and regardless of whether the Allthenticate Parties were advised of the possibility of the claim.
Assignment. You may not assign or transfer these Terms of Service or any Use Rights and/or licenses granted hereunder, but Allthenticate may assign same without restriction and without notice to you.
Disputes; Governing Law.
Governing Law. These Terms of Service shall be governed by, interpreted, and construed in accordance with the laws of the State of Texas without regard to the conflict of laws provisions of such State. All Disputes, as defined herein, shall be resolved as set forth below.
Consent to Arbitration. YOU AND ALLTHENTICATE HEREBY AGREE TO USE ARBITRATION AS THE SOLE AND EXCLUSIVE MEANS TO BRING A CLAIM, DISPUTE, AND/OR CAUSE OF ACTION AGAINST THE OTHER OR THE ALLTHENTICATE PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, AND/OR YOUR USE, ACCESS, OR DOWNLOADING OF OUR MOBILE APPS, MODULES, SOFTWARE, WEBSITE, AND/OR SOLUTIONS (COLLECTIVELY, “DISPUTES”). YOU UNDERSTAND THAT BY AGREEING TO THE FOREGOING AND THE MORE SPECIFIC ARBITRATION TERMS BELOW, YOU ARE GIVING UP YOUR RIGHTS TO FORM OR BE A PART OF A CLASS ACTION OR OTHER REPRESENTATIVE LAWSUIT.
Arbitration Procedures. Except for small claims court cases or a claim by us related to intellectual property infringement or seeking injunctive relief, any and all Disputes that cannot be resolved by the parties after a good faith effort at negotiation shall be submitted for arbitration administered by the American Arbitration Association ("AAA"). The AAA will apply the Commercial Arbitration Rules (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules, and fee information from the AAA website (www.adr.org).
The party seeking to commence arbitration must first notify the other party in writing at least thirty (30) days in advance of initiating the arbitration. Notice to Allthenticate should be sent to ATTN: ARBITRATION DEMAND, Allthenticate, 808 Travis Street, Suite 310, Houston, TX 77002. We will provide notice to your email address(es) and street address(es), if any, associated with your account. The notice must describe the nature of the claim and the relief being sought.
Regardless of such notice, no arbitration shall be commenced if barred by the statute of limitations applicable to the Dispute. The arbitrators shall have no power to award punitive damages or any other damages not measured by the prevailing party’s actual damages or damages in excess of the limitations set forth herein. Even if other portions of this arbitration provision are held to be invalid or unenforceable, the arbitrators shall not have the power award or impose any remedy that could not be made or imposed by a court sitting in the jurisdiction and venue agreed to by the parties and deciding the matter in accordance with the governing law agreed to by the parties. All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed unless required by legal, audit, or regulatory requirements. The amount of any settlement offer made by either party prior to arbitration cannot be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitration proceedings are subject to the U.S. Federal Arbitration Act and hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.
Unless you and Allthenticate agree otherwise in writing, the arbitration will occur in U.S. English and take place in Houston, Texas. Payment of any arbitration fees will be decided by the applicable AAA rules.
Class Action Waiver. YOU AND ALLTHENTICATE AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Allthenticate agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If for any reason the class action waiver set forth above cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any Class Action Waiver provision that is deemed unenforceable by a court of competent jurisdiction may only be litigated in a court of competent jurisdiction as set forth in these Terms of Use, but the remainder of the agreement to arbitrate will be binding and enforceable. For the avoidance of doubt, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.
Updates to Terms. We reserve the right to update, change, modify, and/or amend these Terms of Service in our sole and absolute discretion. Any new features that augment or enhance the current Software, including the release of new tools, resources, and software updates, shall be subject to the Terms of Service. Continued use and/or access of the Software after any such changes to the Terms of Service shall constitute your consent to such changes. Should you not agree with a change to our Terms of Service, you must stop using the Software.
Miscellaneous. Headings and captions are used for convenience of reference only. Except as otherwise stated herein, all notices must be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given three (3) business days after sending. These Terms of Service, together with the Privacy Policy, and any other legal notices published by Allthenticate, including, but not limited to an end user license agreement, shall constitute the entire agreement between you and Allthenticate concerning the Software, and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be modified except by written agreement signed by both parties. All terms of these Terms of Service that by their nature should survive, shall survive termination or expiration of these Terms of Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Allthenticate's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Allthenticate reserves the right to amend or modify these Terms of Service at any time, and it is your responsibility to review these Terms of Service for any changes. If a change requires a specific notice pursuant to applicable law, Allthenticate will provide you with such notice in accordance with applicable law. If you do not agree to the revised Terms of Service, your only recourse is to discontinue the use of the Software. Your continued use of the Software following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. Nothing in these Terms of Service is intended to create an agency, partnership, joint venture, or franchise between the parties hereto, and neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing any obligations hereunder, the parties agree that the relationship of the parties is in the nature of an independent contractor. The Software is controlled and offered by Allthenticate from its facilities in the United States of America. Allthenticate makes no representations that the Software is appropriate or available for use in other locations. Those who access or use the Software from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Reservation of Rights. Allthenticate reserves all rights not expressly granted to you in these Terms of Service. Except for the limited rights and licenses expressly granted herein, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to you or any third party, and IPR or other right, title, or interest in or to the Software or other IPR provided in connection with these Terms of Service or the Software.
Definitions and Interpretation. The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory and require performance of the stated condition, etc. The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform. References to days mean calendar days unless otherwise indicated. This Section defines, in both their singular and plural forms, all capitalized terms used in these Terms of Service, other than those grammatically required to be capitalized, and other than those defined above.
“Allthenticate,” “we,” “us,” or “our” means Allthenticate, Inc., a Delaware corporation with a mailing address of 808 Travis St, Suite 310, Houston, TX 77002.
“Allthenticate Parties” means Allthenticate and its affiliates, subsidiaries, officers, directors, employees, agents, members, managers, assigns, and/or representatives.
“Customer Data” means all data entered into or uploaded to the Software by you, and all data derived from it. For the avoidance of doubt, Customer Data does not include Usage Data.
“IPR” means intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) throughout the world.
“Personal Data” means those portions of Customer Data that are defined as “personal information”, “personally identifiable information”, “non-public personal information”, “personal data” or the like under applicable law.
“Third Party Software and Data” means software, data, data feeds, or other content owned by and licensed from third parties, other than Integrated Third Party Software and Data.
“User” means you, your employees or any third party or person accessing Allthenticate under your Use Rights or on your behalf. User exclude competitors of Allthenticate.
Allthenticate • TERMS OF SERVICE
Allthenticate, Inc. (“Allthenticate”, “we”, “our”, or “us”) develops and delivers proprietary, industry-specific technology and solutions designed to simplify password authentication and enhance data and device security. We deploy the object code version of our software (the “Software”) remotely through the cloud and make it accessible via either mobile apps or other downloadable software with or without web-based interfaces such as https, VPN or API. Certain additional capitalized words and phrases in these Terms of Service have special meanings that are provided throughout these Terms of Service, or if not so defined, are indexed in Section 18. The English language version of these Terms of Service is the controlling version regardless of any translation.
IMPORTANT NOTE TO READ BEFORE DOWNLOADING OR USING THE SOFTWARE
This is an agreement between Allthenticate and you. All references to “you” and “your” in these Terms of Service mean the person accepting these Terms of Service as an individual, the legal entity for which the representative is acting, and/or any User of the Software. Carefully read all of the terms and conditions of these Terms of Service. By accessing, downloading, or using the Software, and/or clicking on the “I AGREE” button, you expressly agree to and consent to be bound by these Terms of Service, including the arbitration and class action waiver provisions set forth herein. If you do not agree to all of the terms of these Terms of Service, including those above, please click the “BACK” button and stop the installation and set-up process immediately. If you choose to not agree with any of these terms, you may not use the Software.
Downloading and Accessing the Software. These Terms of Service establish your and Allthenticate’s legal rights and obligations with respect to the Software. Prior to using the Software, you will be required to download a mobile app, or visit an Internet site, through which you will access an online portal to set up an account. Account set-up includes our issuance or your creation of authentication credentials (e.g., username/password). Sharing of these credentials is strictly prohibited, and you must maintain strict confidentiality of such credentials. Access to the portal and use of mobile apps will be governed by these Terms of Service whether or not they are referenced or linked to or from the portal or app.
System Requirements. Your use of the Software requires one or more compatible devices, access to the Internet, and third-party software. You acknowledge that you may be required to obtain updates or upgrades to the Software or third-party software, and that you may incur a cost for such updates or upgrades. You further acknowledge that your ability to access and use the Software may be impacted by the performance and reliability of certain hardware, software, and Internet access. You are solely responsible for any costs incurred that may result from your access to or use of the Software. Allthenticate may, in its sole and absolute discretion, discontinue availability or compatibility of the Software on a particular operating system, device, or platform.
Accessibility. You agree that from time to time the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake; or (iii) causes beyond our control or which are not reasonably foreseeable.
Use Rights and Related Terms.
Use Rights. Subject to these Terms of Service, we grant to you a limited, personal, revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable license to: (a) access and perform, remotely through the applicable mobile app or online interface, the executable features and functions, and perform and display the content and graphical components of the Software solely in connection with your personal or internal business use; and (b) display and reproduce the documentation for the Software as reasonably required for such use (collectively, “Use Rights”). Use Rights extend to any and all updates we provide as part of the Software. You acknowledge and agree that your access to and use of the Software is revocable in Allthenticate’s sole and absolute discretion.
Conditions; Acceptable Use. You agree that you will not, and will not permit anyone else to (whether directly or indirectly), do any of the following to the Software, or use it for purposes of, or in connection with: (a) reverse engineering, making machine code human readable or creating derivative works or improvements; (b) copying or otherwise reproducing the Software; (c) commercially exploiting or providing the Software to third parties (whether by sublicense, sale, or other means); (d) introducing malicious code; (e) interfering with the Software’s security or operation; (f) framing or mirroring the Software outside of your own intranets; (g) creating, benchmarking, or gathering competitive intelligence; (h) removing, modifying, or obscuring proprietary rights notices; (i) defaming or harassing others; (j) infringing another’s IPR; (k) intercepting or expropriating data; (l) spamming, spoofing, or otherwise misrepresenting transmission sources; (m) uploading, posting, emailing, transmitting or otherwise making available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable; (n) impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (o) intentionally or unintentionally violating any applicable local, state, federal, or international law; (p) interfering, disrupting, or attempting to disable the Software, or gaining unauthorized access to other accounts on the Software; or (q) engaging in any other activity deemed by Allthenticate to be in conflict with the spirit or intent of these Terms of Service. You agree that you are solely responsible for compliance with all laws that apply to your access to and use of the Software.
Investigation. Allthenticate may investigate any complaints or violations that come to our attention and may take any action, in its sole and absolute discretion, including issuing warnings, suspending or terminating use of or access to the Software, terminating accounts, or taking other actions in its sole and absolute discretion.
Third Party Software and Data. Certain Third Party Software and Data may already be fully integrated with the Software such that the user experience does not change (“Integrated Third Party Software and Data”). We have been authorized to resell, distribute, or otherwise provide you with the Integrated Third Party Software and Data and do so on either a sublicense or pass-through basis, subject to the separate terms and conditions of its owners and licensors may require us to flow down to you. We do not have the authority to modify those terms and conditions but do hereby represent that we have the authority to so provide the Integrated Third Party Software to you such that you may use it in connection with the Software. To the extent they vary materially from these Terms of Service, we will make any required flow-down terms available to you upon request. If additional Third Party Software and Data is required or optionally available for use with the Software, we will identify it for you and you will be responsible for obtaining and paying for your own rights from the applicable third party licensor.
IPR Ownership; Data Rights.
As between you and Allthenticate, all IPR in and to the Software and all of its derivative works and improvements are owned or licensed by, and are proprietary to, Allthenticate. Your rights in and to the Software are limited to the scope of the Use Rights, and you acknowledge that you have neither obtained, nor will obtain, any ownership or other right, title, or interest in or to the Software or any IPR related thereto. The Software, and any copies thereof, shall remain the exclusive property of Allthenticate. To the extent you provide access under your Use Rights to a government agency, and for all purposes related Federal Acquisition Regulations, Defense Federal Acquisition Regulations or their state analogs, no IPR ownership is transferred or rights granted to a government agency. The Software is “commercial computer software”, “commercial computer software documentation” and “restricted data” provided under “Limited Rights” and “Restricted Rights” and only as commercial end items.
You hereby grant to us a worldwide, perpetual, irrevocable, non-exclusive license to possess and use the Customer Data in any lawful manner necessary to carry out the calculations, processing, and/or analytics needed to deliver and provide the Software. You hereby represent and warrant to us that you have all right and authority necessary to lawfully transfer Customer Data to us for use in the Software and as otherwise contemplated hereby. To the extent Customer Data may include Personal Data, you hereby expressly consent to our possession, use, and sharing of the Personal Data to the same degree as described by the foregoing license. As between you and Allthenticate, you are solely responsible for ensuring you have the necessary authorization to provide the foregoing consent with respect to any Personal Data.
Allthenticate shall: (a) ensure that it has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (b) have measures in place designed to protect the security and confidentiality of Customer Data; and (c) access and use the Customer Data solely to perform its obligations in accordance with the terms of these Terms of Service, and as otherwise expressly permitted in these Terms of Service.
You agree that Allthenticate may obtain and aggregate technical and other data about your use and configuration of the Software and data derived from it (“Usage Data”) in accordance with applicable law and for its reasonable business purposes, including to analyze, develop, improve, support, and operate the Software, and for your benefit. In the event Allthenticate wishes to disclose the Usage Data or any part thereof to third parties, such data shall be de-identified and/or presented in the aggregate so that it will not identify you.
Termination. These Terms of Service are effective upon your acceptance as set forth herein and shall continue in full force until terminated, unless otherwise stated herein. We reserve the right, in our sole and absolute discretion and without notice, at any time and for any reason to (a) remove or disable access to all or any portion of the Software; (b) suspend your access to or use of all or any portion of the Software; and (c) terminate these Terms of Service. You acknowledge that Allthenticate is constantly changing and improving the Software, and may add or remove functionalities or features, or may suspend or stop providing the Software altogether.
Confidentiality.
Confidential Information. “Confidential Information” means all information provided by the disclosing party to the receiving party concerning the disclosing party’s or its affiliates’ business, products, or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing party at the time of disclosure. The parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other party. The receiving party may only use the disclosing party’s Confidential Information to fulfill the purposes of these Terms of Service and in accordance with the terms of these Terms of Service. The receiving party will protect the disclosing party’s Confidential Information by using at least the same degree of care as the receiving party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to its (and its affiliates’) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This Section 6 does not apply to Customer Data.
Exceptions. Information will not be deemed Confidential Information if it: (a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms of Service by the receiving party; or (d) is independently developed by the receiving party without use of or reliance upon the disclosing party’s Confidential Information, and the receiving party can provide evidence to that effect. The receiving party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing party prior written notice sufficient to permit the disclosing party to contest such disclosure.
Your Representations and Warranties. You represent and warrant to Allthenticate that: (a) you are either sixteen (16) years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service; (b) all information provided by you to Allthenticate is truthful, accurate, and complete; (c) you shall comply with all terms and conditions of these Terms of Service; (d) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address, and telephone number; (e) your use of the Software is for your personal benefit only, and not for the benefit of any other third party; and (f) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Security. You shall be solely responsible for the security, confidentiality, and integrity of all data, information, and content that you receive, transmit, and/or store with respect to the Software and your use of the Software. You agree that you are solely responsible for any authorized or unauthorized access to your account by any person, and for the confidentiality of your password and all use or applicable charges incurred from use of the Software with your password. You agree to take reasonable steps to prevent access to the Software (whether by internet, phone, or otherwise) by any person other than you, to report promptly to Allthenticate any access to the Software by unauthorized persons, and to indemnify Allthenticate for any claims resulting from access to the Software by individuals unauthorized to use your account. The Allthenticate Parties shall not be liable for any loss or damage arising from or related to your failure to comply with this security obligation, and you agree to indemnify, defend, and hold harmless the Allthenticate Parties against any claim arising from or related to such failure.
Indemnification. You agree to indemnify, defend, and hold harmless the Allthenticate Parties from and against any and all third-party claims, demands, liabilities, damages, causes of action, fines, expenses, and/or costs (including reasonable attorneys’ fees) arising out of or related to (a) your breach (or alleged breach) of any provision of these Terms of Service; (b) your use of and/or access to the Software; and/or (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the expiration and/or termination of these Terms of Service and your use of the Software.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ALLTHENTICATE PARTIES (A) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT); (B) DO NOT WARRANT THAT THE SOFTWARE MEETS YOUR REQUIREMENTS, OPERATES WITHOUT INTERRUPTION, OR IS ERROR FREE; (C) DO NOT MAKE ANY REPRESENTATIONS OR GUARANTEES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SOFTWARE; AND (D) DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE, OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH ALLTHENTICATE.COM WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE ACCURACY OR COMPLETENESS OF THE SOFTWARE IS ASSUMED SOLELY BY YOU. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK AND ON AN AS-IS AND AS-AVAILABLE BASIS. THE ALLTHENTICATE PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOFTWARE, AND THEY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITIES. IN NO EVENT SHALL THE ALLTHENTICATE PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SOFTWARE, (C) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE BY ANY THIRD PARTY OR OTHERWISE, (F) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ALLTHENTICATE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (G) DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF SERVICE OR PRIVACY POLICY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. You must bring any cause of action arising out of or related to the Software within one (1) year after the cause of action accrues, or such cause of action shall be forever barred. The limitations and exclusions in this Section apply to all claims or causes of action under whatever theory brought and regardless of whether the Allthenticate Parties were advised of the possibility of the claim.
Assignment. You may not assign or transfer these Terms of Service or any Use Rights and/or licenses granted hereunder, but Allthenticate may assign same without restriction and without notice to you.
Disputes; Governing Law.
Governing Law. These Terms of Service shall be governed by, interpreted, and construed in accordance with the laws of the State of Texas without regard to the conflict of laws provisions of such State. All Disputes, as defined herein, shall be resolved as set forth below.
Consent to Arbitration. YOU AND ALLTHENTICATE HEREBY AGREE TO USE ARBITRATION AS THE SOLE AND EXCLUSIVE MEANS TO BRING A CLAIM, DISPUTE, AND/OR CAUSE OF ACTION AGAINST THE OTHER OR THE ALLTHENTICATE PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, AND/OR YOUR USE, ACCESS, OR DOWNLOADING OF OUR MOBILE APPS, MODULES, SOFTWARE, WEBSITE, AND/OR SOLUTIONS (COLLECTIVELY, “DISPUTES”). YOU UNDERSTAND THAT BY AGREEING TO THE FOREGOING AND THE MORE SPECIFIC ARBITRATION TERMS BELOW, YOU ARE GIVING UP YOUR RIGHTS TO FORM OR BE A PART OF A CLASS ACTION OR OTHER REPRESENTATIVE LAWSUIT.
Arbitration Procedures. Except for small claims court cases or a claim by us related to intellectual property infringement or seeking injunctive relief, any and all Disputes that cannot be resolved by the parties after a good faith effort at negotiation shall be submitted for arbitration administered by the American Arbitration Association ("AAA"). The AAA will apply the Commercial Arbitration Rules (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules, and fee information from the AAA website (www.adr.org).
The party seeking to commence arbitration must first notify the other party in writing at least thirty (30) days in advance of initiating the arbitration. Notice to Allthenticate should be sent to ATTN: ARBITRATION DEMAND, Allthenticate, 808 Travis Street, Suite 310, Houston, TX 77002. We will provide notice to your email address(es) and street address(es), if any, associated with your account. The notice must describe the nature of the claim and the relief being sought.
Regardless of such notice, no arbitration shall be commenced if barred by the statute of limitations applicable to the Dispute. The arbitrators shall have no power to award punitive damages or any other damages not measured by the prevailing party’s actual damages or damages in excess of the limitations set forth herein. Even if other portions of this arbitration provision are held to be invalid or unenforceable, the arbitrators shall not have the power award or impose any remedy that could not be made or imposed by a court sitting in the jurisdiction and venue agreed to by the parties and deciding the matter in accordance with the governing law agreed to by the parties. All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed unless required by legal, audit, or regulatory requirements. The amount of any settlement offer made by either party prior to arbitration cannot be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitration proceedings are subject to the U.S. Federal Arbitration Act and hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.
Unless you and Allthenticate agree otherwise in writing, the arbitration will occur in U.S. English and take place in Houston, Texas. Payment of any arbitration fees will be decided by the applicable AAA rules.
Class Action Waiver. YOU AND ALLTHENTICATE AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Allthenticate agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If for any reason the class action waiver set forth above cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any Class Action Waiver provision that is deemed unenforceable by a court of competent jurisdiction may only be litigated in a court of competent jurisdiction as set forth in these Terms of Use, but the remainder of the agreement to arbitrate will be binding and enforceable. For the avoidance of doubt, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.
Updates to Terms. We reserve the right to update, change, modify, and/or amend these Terms of Service in our sole and absolute discretion. Any new features that augment or enhance the current Software, including the release of new tools, resources, and software updates, shall be subject to the Terms of Service. Continued use and/or access of the Software after any such changes to the Terms of Service shall constitute your consent to such changes. Should you not agree with a change to our Terms of Service, you must stop using the Software.
Miscellaneous. Headings and captions are used for convenience of reference only. Except as otherwise stated herein, all notices must be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given three (3) business days after sending. These Terms of Service, together with the Privacy Policy, and any other legal notices published by Allthenticate, including, but not limited to an end user license agreement, shall constitute the entire agreement between you and Allthenticate concerning the Software, and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be modified except by written agreement signed by both parties. All terms of these Terms of Service that by their nature should survive, shall survive termination or expiration of these Terms of Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Allthenticate's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Allthenticate reserves the right to amend or modify these Terms of Service at any time, and it is your responsibility to review these Terms of Service for any changes. If a change requires a specific notice pursuant to applicable law, Allthenticate will provide you with such notice in accordance with applicable law. If you do not agree to the revised Terms of Service, your only recourse is to discontinue the use of the Software. Your continued use of the Software following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. Nothing in these Terms of Service is intended to create an agency, partnership, joint venture, or franchise between the parties hereto, and neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing any obligations hereunder, the parties agree that the relationship of the parties is in the nature of an independent contractor. The Software is controlled and offered by Allthenticate from its facilities in the United States of America. Allthenticate makes no representations that the Software is appropriate or available for use in other locations. Those who access or use the Software from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Reservation of Rights. Allthenticate reserves all rights not expressly granted to you in these Terms of Service. Except for the limited rights and licenses expressly granted herein, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to you or any third party, and IPR or other right, title, or interest in or to the Software or other IPR provided in connection with these Terms of Service or the Software.
Definitions and Interpretation. The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory and require performance of the stated condition, etc. The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform. References to days mean calendar days unless otherwise indicated. This Section defines, in both their singular and plural forms, all capitalized terms used in these Terms of Service, other than those grammatically required to be capitalized, and other than those defined above.
“Allthenticate,” “we,” “us,” or “our” means Allthenticate, Inc., a Delaware corporation with a mailing address of 808 Travis St, Suite 310, Houston, TX 77002.
“Allthenticate Parties” means Allthenticate and its affiliates, subsidiaries, officers, directors, employees, agents, members, managers, assigns, and/or representatives.
“Customer Data” means all data entered into or uploaded to the Software by you, and all data derived from it. For the avoidance of doubt, Customer Data does not include Usage Data.
“IPR” means intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) throughout the world.
“Personal Data” means those portions of Customer Data that are defined as “personal information”, “personally identifiable information”, “non-public personal information”, “personal data” or the like under applicable law.
“Third Party Software and Data” means software, data, data feeds, or other content owned by and licensed from third parties, other than Integrated Third Party Software and Data.
“User” means you, your employees or any third party or person accessing Allthenticate under your Use Rights or on your behalf. User exclude competitors of Allthenticate.