PLEASE NOTE: THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THE WAIVER AFFECTS HOW DISPUTES WITH AUTHENTIFI ARE RESOLVED. BY USING THE SITE, USER IS ACCEPTING THIS AGREEMENT, AND AGREEING THAT ANY CLAIMS USER MAY HAVE AGAINST AUTHENTIFI WILL BE RESOLVED IN ARBITRATION. USER IS GIVING UP ITS RIGHT TO BRING CLAIMS IN COURT, TO HAVE THOSE CLAIMS HEARD BY A JUDGE OR JURY, AND TO FILE CLAIMS ON BEHALF OF ANYONE BUT USER AND USER’S FAMILY. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.
Authentifi, Inc., a Delaware corporation (“Authentifi“), operates a website located at Authentifi.io (collectively with any other website or application operated by Authentifi, “Site“).
Authentifi may update this Agreement in its sole discretion, at any time, in whole or in part, without prior notice. User’s continued use of the Site after changes are posted will constitute User’s acceptance of such changes. If User do not agree with the changes, please do not continue use of the Site.
Authentifi also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Site, which may be posted in the relevant parts of the Site. User’s continued use of the Site constitutes User’s agreement to comply with these additional rules. Those additional terms promulgated by Authentifi will control in the event of any conflict with these terms.
In order to use the Site, User must be at least 18 years of age or older and no person under the age of 18 should use the Site. Use of the Site shall be deemed to be a representation that the User is 18 years of age or older.
A User agrees to this Agreement and any additional terms, as applicable, by use of the Site.
Any use of the Site or Authentifi information other than as specifically authorized herein, without our prior written consent, is strictly prohibited. Without limiting the forgoing, User is responsible for User’s actions (and the action of any person User permits access to the Site) while accessing or using the Site, and User shall not use the Site in any manner that violates applicable law, contract, intellectual property or other third-party right.
User shall not (and User shall not permit any other person to):
- Restrict or interfere with another User’s ability to use or enjoy the Site.
- Overburden Authentifi’s infrastructure in any manner or otherwise damage or impair the functioning of the Site.
- Attempt to access any portion of the Site that is not public or override any security measures that are in place.
- Introduce any virus, Trojan Horse, worm or other similarly harmful programming routines or automated systems, including, “robots” or “botnets,” that that flood the system with information at an unreasonable rate.
- Impersonate any other person or entity or use any misleading or false information or statements for any purpose.
- Sell, resell, copy, reproduce, redistribute or display publicly the Site or content on the Site other than expressly permitted by Authentifi.
- Modify content on the Site in any way, such as the removal of any proprietary rights notices or markings.
- Create a link to the Site from another website or document without prior written consent.
Authentifi reserves the right to suspend, terminate, or revoke User’s access to the Site at any time without notice and for any reason, including upon any violation of this Agreement.
The Site and its content are copyrighted by Authentifi, all rights reserved. Any redistribution or reproduction of part or all of the contents of the Site, including but not limited to text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, trade dress, logos, slogans, and proprietary technology currently used or which may be developed and/or used in the future in any form is prohibited. As between the parties, Authentifi and its licensors are the sole owner of: (i) the Site and Authentifi information; (ii) any data or metadata created, aggregated, or generated thereby; and (iii) all of its source code, object code, software, content, copyrights, trademarks, patents, improvements, enhancements, derivatives, and any other intellectual property rights related to (i) and (ii) or included therein.
The Site contains material which is owned by or licensed to Authentifi or to which Authentifi otherwise has permission to use. User is hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license for access to and use of the Site during the Term, which access may be revoked by Authentifi at any time.
Content provided by Users (“User Content“) is the property of that User. User hereby grants to Authentifi a royalty free, irrevocable, perpetual, worldwide, transferable license to use, copy, display and make derivative works of the User Content for Authentifi independent business purposes and services. User is solely responsible for ensuring User Content and any and all communications regarding User Content sent through or associate with the Site meet any and all laws and regulatory and compliance guidelines that govern User’s entity, industry, or relationship recipients of User Content; including but not limited to privacy advertising, consumer protection, intellectual property or other laws.
If you choose to submit any questions, comments, ideas, suggestions, inventions, or other information (“Feedback“) to Authentifi, such Feedback is non-confidential and will become the sole property of Authentifi. Authentifi will be able to use any Feedback for any purpose including developing, creating and/or marketing of products or services and you acknowledge Authentifi will give no credit or compensation to you and you have no rights to the same
Third Party Content
Authentifi may provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or emailed or otherwise transmitted through the Site or services (“Third Party Content“). The third party from whom or which any such Third Party Content originates is solely responsible for it and Authentifi assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Authentifi has no liability of any kind to User or any third party for any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, not necessarily those of Authentifi.
As stipulated in this Agreement, Authentifi does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party. Authentifi may, from time to time, contain hyperlinks (“Link“) to other websites operated and maintained by third parties. Such Links are provided for reference and convenience only. Authentifi does not control and is not responsible for the contents, availability, or policies of any website or application accessed via a Link. Authentifi has made no attempt to verify any information contained in any such articles. Furthermore, Authentifi is not a party to or responsible for any access, use or transactions you may engage in with third parties, even if you learn of such parties from Authentifi. User’s visits via Links are at User’s own risk and User acknowledge and agree that Authentifi is not liable, and User’s sole remedy.
Should you believe anything on the Site infringes on any copyright that you own or the copyright of others, you may notify the compliance department at email@example.com. Please include in your notice the following information: (i) signature (physical or electric) of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) description of the copyrighted work that is claimed to be infringed upon; (iii) description of where the material that is claimed to be infringed upon is located on the Site; (iv) information reasonably sufficient to permit contact (e.g., an address, telephone number, and an e-mail address at which the complaining party may be contacted); (v) statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) statement by the complaining party, made under penalty of perjury, that complaining party is authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed.
By using the Site to directly donate money, a User would make a one-time payment using a third party payment processor. Each User represents that any donation is legal in User’s jurisdiction and that the User is authorized to use the payment method that the User has selected. As a User, it is agreed that (i) transaction fees will be charged to the credit or debit card used through a third party payment processor; and (ii) all donations are final and non-refundable.
User agrees to indemnify, defend and hold Authentifi and its affiliates, if any, officers, directors, employees, representatives and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney’s fees) resulting from: (i) User’s use, misuse or abuse of the Site; (ii) User Content; or (iii) User’s breach of any provision of the Agreement. User will cooperate as fully as reasonably required in Authentifi’s defense of any claim. Authentifi reserves the right, at its User’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User. User shall not in any event settle any matter without Authentifi’s written consent.
USER ACKNOWLEDGES THAT USER IS USING THE SITE AT USER’S OWN RISK. THE SITE, AND AUTHENTIFI’S INFORMATION ARE PROVIDED “AS IS,” AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, AUTHENTIFI, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS AND VENDORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. AUTHENTIFI, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, AND VENDORS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE, OR AUTHENTIFI INFORMATION WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SITE, OR AUTHENTIFI INFORMATION. AUTHENTIFI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY USER CONTENT) OR USER COMMUNICATIONS.
LIMITATION ON LIABILITY
AUTHENTIFI, ITS AFFILIATES AND ITS SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, RETAILERS, AND VENDORS SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTIES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, ANY DONATIONS THROUGH THE SITE, USER’S ACCESS TO OR INABILITY TO ACCESS THE SITE OR ITS SERVICES OR THE AUTHENTIFI INFORMATION, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICES, USER’S USE OF OR RELIANCE ON THE SERVICES, AUTHENTIFI INFORMATION OR MATERIALS AVAILABLE THROUGH THIRD PARTY SITES LINKED TO THE SITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL AUTHENTIFI BE LIABLE TO USER FOR MORE THAN FIFTY DOLLARS ($50.00). USER AND AUTHENTIFI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT, THE SITE OR AUTHENTIFI INFORMATION MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO USER IN SUCH LIMITED CIRCUMSTANCE. USER MAY ALSO HAVE OTHER RIGHTS THAT VARY DEPENDING ON WHERE USER RESIDES.
USER HEREBY AGREES TO RELEASE AUTHENTIFI, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, RETAILERS, AND VENDORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “CLAIMS“), ARISING OUT OF OR IN ANY WAY CONNECTED WITH USER’S USE OF THE SITE OR AUTHENTIFI INFORMATION. If User is a California resident, User hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Security of the Site
Authentifi does not ensure or warrant the security of any User Content or User information that User transmits to us, and User does so at User’s own risk.
Mandatory Agreement to Arbitrate on an Individual Basis
Any and all controversies, disputes, demand, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, counts, claim, or cause of action) (collectively “Actions“) between User and Authentifi or Authentifi’s employees, directors, officers, agents, successors, or assigns, shall exclusively be settled through binding and confidential arbitration, except that User or Authentifi may take claims to small claims court if the dispute qualifies for hearing by such a court. In addition, each party retains 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. In all such cases, any Actions must be commenced within one year after the cause of action arises.
There is no judge or jury in arbitration and arbitration procedures are simpler and more limited than rules applicable in court. USER ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT, APART FROM THE NARROW EXCEPTIONS ABOVE, AUTHENTIFI AND USER EACH WAIVE THEIR RESPECTIVE RIGHT TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
If Authentifi and User cannot reach a written settlement agreement within thirty (30) days of User’s initially raising the controversy or claim (or within a time period as otherwise agreed to by both User and Site Authentifi and User shall submit any controversy or claim arising out of, or relating to, these Terms and Conditions to binding arbitration in Washington D.C. Arbitration shall be subject to the U.S. Federal Arbitration Act and federal arbitration law, and shall be administered by the Judicial Arbitration and mediation Service (“JAMS”) under its rules. JAMS’ rules are available at https://www.jamsadr.com/ or by calling 1.800.352.5267. User may choose to have the arbitration conducted by telephone, based on written submissions. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
User and Authentifi must abide by these rules: (i) the arbitration shall be conducted on an individual basis and not in a class, consolidated or representative action and the arbitrator shall not award class-wide relief; (ii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (iii) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law.
With the exception of subpart (i) in the paragraph above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (i) in the paragraph above is found invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or U.S. federal court in Washington D.C.
Governing Law & Venue
These Terms and Conditions and your access to and use of the Site and Authentifi’s services will be governed by the laws of the State of Delaware, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts sitting in Washington D.C.
By use of the Site, you consent to receive electronic communications from Authentifi (e.g., via email or by posting notices on the Site). These communications may include notices regarding User’s use of the Site and are part of your relationship with Authentifi. Should User cancel User’s relationship with Authentifi, User may continue to receive promotional electronic communications from Authentifi unless User elects to opt-out of receiving those communications and notifies us of the same.