WEBSITE TERMS OF USE

Thank you for visiting Allthenticate’s website. Your use of www.allthenticate.com, including any sub-domains thereof, affiliated websites, or website applications, (collectively, the “Website”), which are owned and maintained by Allthenticate, Inc. (“Allthenticate,” “we,” “our,” or “us”), are governed by the policies, terms, and conditions set forth below.  We use these terms of use (“Terms of Use”) to tell you about the rights and obligations both you and Allthenticate have when you visit and use the features of our Website. 

1. This is a contract. 

These Terms of Use, as well as our [privacy statement][link to statement] (the “Privacy Statement”), are a legally enforceable contract between you and Allthenticate. Please read them carefully.  We offer the Website, including all information from the Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.  By accessing or using the Website, you agree to the terms set forth herein.  If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Website in any manner or form whatsoever. 

THESE TERMS OF USE ALSO CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH CAN BE FOUND HERE. BY VISITING OUR WEBSITE, YOU ARE AGREEING TO BIND YOURSELF TO THIS CONTRACT, INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

1. Some important vocabulary.

Since these Terms of Use are a binding legal contract, clarity is important. You’ll notice that we capitalize certain words in these Terms of Use even when the rules of grammar do not require capitalization. We do this because in the context of these Terms of Use, such capitalized words have specific meanings, which can be found where they are first used. Some additional words have special meanings whenever you see them in these Terms of Use as follows: the words “you” and “your” refer to each individual user accessing and using our Website. The capitalized word “Content” means the text, images, graphics, logos, audio, video, and other information and materials we make available on or from our Website, which may include information from third parties. When we use the word “including” we mean it in what is known as an “exemplary manner” such that it encompasses “including, without limitation” or “including, but not limited to.” When we use the word “will” or “shall”, we mean that performance of that particular condition is required. When we use the word “may”, we mean there is not an obligation to perform but rather a right to choose to perform.

1. Sometimes things change.

We may revise these Terms of Use at any time to reflect, among other things, changes in technology, our business model, or law or regulation. Although we ask that you check this page periodically for such revisions, we will try to post notice that a material revision has been made somewhere within the Website. However, whether or not we provide, or you see, such notice, by continuing to access and use the Website after the revisions are made, you will have accepted and agreed to the revised Terms of Use.

1. You have both rights and obligations. 

You may access and view our Content and use the features of our Website on your computer or mobile device solely for your personal, non-commercial use. You also may print out and make copies of the Content in connection with that personal, non-commercial use. You may not make use of the Website or any Content for any commercial purpose whatsoever unless you have received our express written permission in advance. You acknowledge that if you make any such prohibited use, it will be a breach of these Terms of Use allowing us to pursue certain remedies under the laws governing contracts. Breach of certain obligations under these Terms of Use may also be a violation of other applicable laws such as intellectual property laws. We will not be responsible or liable for any loss or damage you might suffer from failure to comply with these Terms of Use.

Among your other obligations, you are required to make sure you do not use the Website, Content, and the various features and functions offered on or through the Website for, or in connection with: 

• reverse engineering, making machine code human readable, or creating derivative works or improvements; 

• scraping, crawling, downloading, screen-grabbing, or otherwise copying and/or transmitting them in any way we have not specifically permitted; 

• commercially exploiting or providing them to third parties; 

• introducing, transmitting, or storing viruses or other malicious code; 

• interfering with their security or operation; 

• framing or mirroring them; 

• creating, benchmarking, or gathering intelligence for a competitive offering; 

• removing, modifying, or obscuring proprietary rights notices on them; 

• defaming or harassing anyone; 

• infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; and

• intercepting or expropriating data; and/or 

• spamming, spoofing, or otherwise misrepresenting transmission source.

1. We think globally, but speak and act locally, so U.S. law controls. 

We control and operate the Website from within the United States of America (the “U.S.”). Although we do not actively block or monitor visitors from other countries, the Website is directed only at visitors from the U.S. who are age 18 or older. As such, your use of the Website and Content, and the enforcement of these Terms of Use, are governed and construed exclusively in accordance with the laws of the State of Texas and the federal laws of the U.S. enforced within that state, without regard to principles of conflicts of laws. 

The English language version of these Terms of Use is the controlling version regardless of any translation you may attempt. We cannot promise that the Website or any Content are appropriate or lawful for use in other locations outside of the U.S. or that our operation (including our processing and handling of submissions you may make) will comply with non-U.S. law. Users who choose to access the Website or any Content from outside the U.S. or, per Section 10 herein, submit materials from outside the U.S. and/or as non-U.S. citizens, do so of their own initiative, and are responsible for compliance with all applicable local, state, national, and international laws and treaties. 

No matter where you use the Website or Content from, you also must comply with all laws applicable to such use, including U.S. export control laws that prohibit access from certain embargoed, prohibited, or restricted countries or access by prohibited, denied, and specially designated persons. 

All legal proceedings relating to us, the Content, the Website, or these Terms of Use must be brought in the state or federal courts located in Harris County, Texas and you hereby irrevocably consent to the exclusive personal jurisdiction of such courts. 

1. The origins and uses of Content. 

Content may have a variety of origins, including information generated and provided by us and third parties. We cannot promise that the Content is or will be: 

• accurate or complete; 

• current (or that it will be updated); 

• error free (either technically or with respect to typographical errors); and/or

• free from interruptions, computer viruses, or other harmful components. 

You may make use of the Content under the rights described in Section 4, but under no circumstances will we be liable for any loss or damage caused by such use and/or your reliance on the Content. It is, therefore, your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other elements of the Content.

1. Account registration. 

Some features of the Website, including using our application, require that you register and create an account (an “Account”). If you choose to create an Account, for any reason, you agree to our application and software terms of service (“Terms of Service”) and to submit complete, accurate, and current information and data about you as required during the registration process and maintain and promptly update it as necessary. If you submit any information that is inaccurate or incomplete, or if Allthenticate has a reasonable belief that such is the case, we may immediately suspend or terminate the Account and your use of our Website and/or the Content. As part of the registration process, you may be issued credentials, usually in the form of a unique user identification and password (the “Account Credentials”). Your commitment to maintaining the strict confidentiality of your Account Credentials is a material condition of your access and use of the applicable Website and Content. You must not allow others to use your Account Credentials and you agree to notify us immediately if you have reason to believe that someone is using your Account Credentials without your permission or if any other breach of security related to your Account occurs. You must also ensure that you log off and exit from your Account at the end of each session. It is your responsibility to notify us if you desire to cancel your Account. Except to the extent required by law, Allthenticate will not be liable for any losses arising out of the unauthorized use of your Account Credentials, either with or without your knowledge. To the extent there is a conflict between these Terms of Use and the Terms of Service, the Terms of Service shall prevail. 

1. Trademarks and other intellectual property rights. 

The logos, names, and other similar marks (collectively, the “Trademarks”) displayed on the Website and/or Content are registered and unregistered Trademarks of Allthenticate and our licensors and may not be used unless authorized by the applicable Trademark owner. The print-outs and copies you are permitted to make under these Terms of Use may have Trademarks on them and you may make incidental, non-commercial use of them to the same extent as those print-outs and copies. Except for such incidental use, nothing contained on the Website or in these Terms of Use or the Privacy Statement should be construed as granting you any license or other right to use any Trademark displayed. As between you and us, we are the exclusive owners of all right, title, and interest, including intellectual property rights (including copyrights, patents, and trademarks), proprietary rights (including trade secrets and database rights), and moral rights (including rights of attribution and authorship) throughout the world in and to the Website, its Content, and its and their look and feel, design, and organization and compilation, as well as all Trademarks. 

1. Social media. 

This Section applies to everyone who interacts with our social media presence. You are therefore viewing this page because you either linked from the social media features on our Website (“Internal Social Media Features”) or from comment sections, feeds, and other elements of social media presence viewable on Facebook, Twitter, YouTube, Google+, LinkedIn, or any of the many other available external third party social media platforms we may utilize (“External Social Media Presence”). 

Neither these Terms of Use nor our Privacy Statement apply to our External Social Media Presence. The sites and platforms that host our External Social Media Presence are not controlled by us and therefore have their own privacy policies and terms of use. The comments and opinions expressed by users on social media are theirs alone and do not reflect the opinions of Allthenticate. Comments that some would consider inappropriate or offensive may appear on our Internal Social Media Features as well as our External Social Media Presence and may remain there until they have been identified by us or called to our attention and we are able to work through the necessary procedures and technical processes to have them removed. If you see an offensive or inappropriate post or comment on our External Social Media Presence, you should report it to the operator of the applicable site or platform using the procedures they have established for that purpose. If you see such a post on Internal Social Media Features it should be reported directly to us via the contact information below.

1. Submitted materials; User generated content. 

All information, ideas, suggestions, concepts, or other materials submitted by you voluntarily or at our request, such as questions sent to us or user generated content on our Internal Social Media Features or External Social Media Presence (collectively, “Submitted Materials”) may be used by us in any lawful manner, provided that personal information portions of Submitted Materials will only be used as described in our Privacy Statement. By providing Submitted Materials you: (a) represent and warrant that you own or otherwise have all necessary rights to do so and that the Submitted Materials comply with all applicable laws; and (b) grant to us a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sublicensable right and license to copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell, export, and otherwise use such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed.  We cannot be responsible for maintaining any Submitted Materials that you provide to us; therefore, you should retain copies of all such data and information in your own records. 

1. Third-party websites and content.  

Links from our Website. 

You may see on the Website hyperlinks or pointers to other websites maintained by third parties and we also may provide third-party content on the Website by framing or other methods (collectively, “Links”). Links are provided for your convenience and information only. The fact that we provide a Link does not mean that we endorse, authorize, or sponsor that website or offering or that we are affiliated with the third party owners or sponsors. Except for the links to our brands and products within the Website, neither the websites nor parties to which a Link will bring you to be under our control and as such we are not responsible in any way for their availability, content, advertising, products, or materials, including any further links their sites may contain. This means that once you follow an external Link, you are no longer subject to our Privacy Statement. You should, therefore, carefully review the privacy statements and other terms and conditions of use and sale related to any Links. We reserve the right to terminate a Link at any time without notice. 

Links to our Website. 

In general, we do not object to links to our Website from third-party sites including social media. If you link to our Website, we: (a) reserve the right to object to and delete (or require deletion of) such link at any time, for any reason; and (b) require that you abide by the following rules:

• you may not present the link to our Website in any manner that suggests we have any relationship or affiliation with your site or endorse, sponsor, or recommend the information, products, services, or content on your site unless we expressly agree to your doing so in writing;

• we reserve the right to object to any link which uses Trademarks; and

• your link to our Website may not in-line, frame, or otherwise incorporate Content unless we grant its express permission in writing.

Links from obscene, scandalous, profane, defamatory, or unlawful sources, or any site that may adversely affect the name, reputation, or goodwill of Allthenticate and its products or services are prohibited. In addition, the use of Trademarks or other words or codes identifying Allthenticate or its products or services in any “metatag” or other information used by search engines or other information location tools is strictly prohibited unless we grant express permission in writing.

1. Digital Millennium Copyright Act Notice. 

This Website maintains specific contact information provided below, including an email address, for notifications of claimed infringement regarding materials posted to this Website. All notices should be addressed to the following contact person:

Notification of Claimed Infringement: 

Allthenticate, Inc. 

Attn: DMCA/Copyright Agent

808 Travis Street, Suite 310

Houston, TX 77002

Tel: 

Email:   

You may contact our agent for notice of claimed infringement specified above with complaints regarding allegedly infringing posted material and we will investigate those complaints. If the posted material is believed in good faith by us to violate any applicable law, we will remove or disable access to any such material, and we will notify the posting party that the material has been blocked or removed. 

In notifying us of alleged copyright infringement, the Digital Millennium Copyright Act requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or email address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

1. Warranty disclaimer; Liability and indemnity. 

THE WEBSITE, ITS CONTENT, THE ACCOUNTS, AND ANY OTHER INFORMATION, FEATURES, AND FUNCTIONS OR SERVICES ON THEM ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALLTHENTICATE, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, SHAREHOLDERS, AND REPRESENTATIVES (THE “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. IF YOU ARE DISSATISFIED, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE, CONTENT, AND YOUR ACCOUNT. 

THE COMPANY PARTIES SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF, OR THE INABILITY TO USE, THE WEBSITE, ITS CONTENT, FEATURES AND FUNCTIONS, AND ANY ACCOUNTS OR SERVICES THAT YOU ACCESS THROUGH THEM. THESE LIMITATIONS SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE COMPANY PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF ALLTHENTICATE IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ALLTHENTICATE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR RELATING TO THE WEBSITE, YOUR USE OF THE WEBSITE, THE CONTENT, OR THESE TERMS OF USE EXCEED FIFTY DOLLARS (US $50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

You agree to defend, indemnify, and hold the Company Parties harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related in any way to your use of the Website, the Content, your Account, or your breach or violation of applicable laws or of these Terms of Use. Allthenticate reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Allthenticate’s defense of such claim.

1. Disputes.

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 USE AND/OR YOUR ACCESS AND/OR USE OF THE WEBSITE OR THE CONTENT (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.

As such, both you and Allthenticate specifically agree that:

Arbitration.

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 to the arbitration of any Dispute pursuant to these Terms of Use, unless you are an individual and use the products and services for personal or household use, in which case the AAA will apply the Consumer 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 at the time the notice is sent. 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 in these Terms of Use. Even if other portions of these arbitration provisions 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 (COLLECTIVELY, THE “CLASS ACTION WAIVER”). 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.

1. Term and termination. 

The Terms of Use apply to all users of the Website at all times until we supersede and replace them. We may at any time terminate, change, suspend, add to, or discontinue any aspect of the Website itself, or your right to use it, including your Account, and any Content, without notice or liability to you.

1. Notice. 

We may provide notices to you via the email address provided in your Account. We will provide copies of notices of breach via reputable overnight courier. Notices to Allthenticate will be provided via reputable overnight courier to the address specified below with “ATTENTION: [your name] Account” in the address. All such notices by either party shall be deemed given three (3) business days after being sent.

1. Miscellaneous provisions. 

Neither any course of conduct between the parties nor trade practice will modify these Terms of Use. We may modify, amend, or otherwise change these Terms of Use in our sole and absolute discretion.  We may assign our rights and duties under these Terms of Use to any party at any time without notice to you. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Website, these Terms of Use or the Privacy Statement must be filed by you within one (1) year after such claim or cause of action arose or be forever barred. Should any provision of these Terms of Use be held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be limited to the minimum extent necessary and the remaining provisions hereof shall remain in full force and effect. The waiver of any breach of these Terms of Use will not constitute a waiver of any other or future breach and will not act to amend or negate the rights of the waiving party. You many not assign your rights or obligations hereunder. The parties are independent contractors and not agents or joint venturers. The provisions of these Terms of Use pertaining to disclaimers, exclusion of damages, limitation of liability, and indemnification shall survive termination. 

1. Contact us. 

If you have questions please contact us at Allthenticate, 808 Travis Street, Suite 310, Houston, TX 77002, or by email at hello@allthenticate.com