Effective date: March 25, 2021
Thank you for using and trusting Auther.ai! Please, read the following agreement before accessing or using Auther.ai Services ( henceforth “Auther Services”). This Term of Service covers all important aspects of use of the Website and Auther Check Service, all content, and other services and acts provided on the Website. By agreeing with the Terms of Service, you accept, without modification, all of the terms and conditions contained herein and all other operating rules, policies, regulations, guidelines and any future changes thereof, and procedures that might be published on the Service or made available to you on or through that Service. By accepting these Terms you form a legally binding contract between you and Auther.ai.
Please, read these terms carefully. By registering for, accessing, browsing, and/or otherwise using the Auther Services, you acknowledge that you have read, understood, and agree to be bound by these terms. If you do not agree to be bound by these terms, do not access, browse or otherwise use the Auther Services.
Account - the primary means for accessing and using the Auther Service, subject to payment of a certain Fee designated in the selected Plan; Client's identity in the Auther Service.
Activity - working with requests ( such as “Add face”, “Update face”, “Recognize face“, “Delete face”, “Search Customer ID”, “Cloud liveness check” ), authorizing Hardware Product licenses, operating with Customer IDs in the database.
Authorization - the set of rights and privileges in Auther Check Service use assigned to a Client or User regarding the purchase plan;
Client - a natural or legal person who has accepted these Terms with the Auther;
Client data - any digital information, which is subjected to the Auther Check Service or otherwise inserted to the System by the Client or User (such as first name, last name, company name, title, email address, industry, phone number);
Content - any data and information available through the Auther Services or contained within the structure of the Website or linked social medias, articles, documents, brochures, presentations, pictures and any other informational materials and any comments;
Fee - regular payment for using the registered and activated Account for Free plan, Basic, Business and Enterprise Plans;
Files - documents of any kind (infographics, presentations, guidelines, invoices, licenses, API keys, software links, images) that are public for download on the Website or are inserted by the Client to the Auther Check Service.
Free plan - permanent access for the purposes of trying out the Auther Check Service in accordance with the free plan without paying Fee.
Guidelines - additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Website or otherwise made available on or through the Auther Services;
Auther - Auther.ai , a private limited company established under the laws of the Republic of Estonia, having its principal place of business Männimäe/2, Pudisoo küla Kuusalu vald Harjumaa 74626, registry code , can be reached by email address: email@example.com
Auther Material - the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, organization, compilation of the content, code, data, and all other elements of the Auther Services;
Auther Services - the Website, Auther Check Service, Auther Embedded Hardware Product, and all content, services and/or products available within the Platform;
Auther Check Service - service for enabling facial recognition technology within the business of a Client.
Auther Embedded - hardware module with Auther Face Analysis Software for biometric recognition at proper placements.
Plan - various criteria related to the use and functionality of the Auther Check Service and on which the Fee is based;
Platform - the Auther Client or User relationship management application;
Products - the goods or services that a Client is offering to other persons and Organizations;
Organization - legal persons (such as companies) and other entities which are considered as a Client.
Reseller - third party entity that (a) purchases either Auther Cloud Service or Hardware product from Supplier and resells such Auther Products to Clients, (b) bills such Clients directly and (c) provides such Clients with customer service;
Special Terms - any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
Stage - the status of a Deal at a certain point in time;
Supplier - as the context require Auther, Company; and collectively, the “Supplier”;
System - the integrated cloud computing solution for providing the Auther Check Service, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
User - a natural person granted with the Authorization to use the Account on behalf of a Client;
Website - the compilation of all web documents (including images, php and html files) made available via https://auther.ai or its sub domains or domains with identical names under other top domains and owned by Supplier.
The use of the Website or Auther Check Service are subjects to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client as a User, a person must have the legal capacity to do so. In the case of an individual, he/she must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
These Terms are accepted right after the one of the following statements occurs first:
You may not, without Supplier’s prior written consent, access the Auther Service (a) if you are a competitor of Auther, (b) to monitor the performance or functionality of the Auther Services or (c) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided further.
Auther reserves the right, at its sole discretion, to change, modify, add, or remove parts of the Terms at any time by posting such changes on or through the Platform or the Auther Services. Please check these Terms systematically for modifications. Your continued use of the Auther Service after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (a) your continued use of the Auther Services, or (b) 30 days from posting of such modified Terms on or through the Platform. Note, that the resolution of any dispute that arises between you and Auther will be governed by the Terms in effect at the time such dispute arose.
4.1 Provision of Auther Services
Supplier will (a) make the Auther Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Auther Services to Client or User on its behalf at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Auther Services available 24 hours a day, 7 days a week, except for:
(a) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (b) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
4.2 Protection of Client Data
Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the Auther Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.
Auther Services may be performed using equipment or facilities located in the European Union or the United States. The Supplier’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Auther customers when using the Auther Services will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the Client grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Auther Services. The Supplier will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in section 3 of these Terms.
4.3 List of processors:
Amazon Rekognition Service for processing face images, which Client sends to Supplier after the implementation of Auther Services. AWS for hosting and storage of Auther Check Service and its processing data.
Platform for contact management practices via email marketing campaigns.
Platform with a free plan to organize all the details of Auther`s Clients.
Sales CRM solution for planning sales activities; also works as an account-management tool.
Provider of online payment processing for online businesses.
5.1 Establishing Account
Certain features, functions, parts or elements of the Auther Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
a) complete the sign-up form on the Website or alternative process provided by a Reseller if access to the Auther Services is purchased from a Reseller; and
b) accept these Terms by clicking “Sign up” or other similar button
Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Auther Services.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
5.2 Log-in into Account
Client creates its username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single log-in feature. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User on its behalf are responsible for keeping confidential all login information associated with an Account. Client must promptly notify Auther of any disclosure, loss, unauthorized use or changes of any Login Credentials of the Client or Users on its behalf.
Clients may terminate these Terms at any time as provided in Section 18. Supplier shall delete the Account and inserted data within 1 month of the effective date of the termination.
The use of an Account is subject to a Fee. Upon sign-up for an Account, the Client shall receive free access to a limited Free plan. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between both sides. Fee of Hardware Product is a one-time proceeding. Fees are refundable under certain conditions, cases are described in Section 6 Payments / Refund. If, after signing up, the Client selects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of another Plan. All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
5.5 Changing plans
Any Client has the right to upgrade or downgrade a current Plan at any time by selecting another Plan among others determined by the Auther. On such occasions, the Client’s credit card provided to the System will automatically be charged with a Fee for the next payment interval designated within the chosen Plan. Downgrading of the current Plan may cause the loss of features and limitations of functionality options. Upgrading shall close the access and availability to the features of previously used Plan.
5.6 Free plan
New Client after registration may activate its Free plan of Auther Service use. Free plan is permanent access under a certain condition of trying out the Auther Service without paying Fee. A free plan is limited in its functionality and for more options Clients may purchase another Plan determined by Auther. Permanent access is available in case of using the Auther Service on a regular basis. If a Plan is inactive for 6 months straight, Supplier may delete Account and Client Data (if inserted) without any notification.
With subscription canceling Clients may lose access to the Plan in accordance with Section 7.5. Notwithstanding, Clients will have access to the Account and their Client Data. Upon 3 months data is deleted unless the subscription is reactivated.
5.8 Delete Account
Clients under these Terms are entitled to delete Account. All Client Data, work history, remaining functionality options will become unavailable to use from Client`s and its User/s` side. The Client still may submit a written application for Account backup if (a) Client notify the Supplier no later than 1 month from the date of deletion (b) application contains reasons for deletion Account and reason of return to the use of Auther Service.
The following statements are applicable only in case of purchasing an access to the Auther Services directly from the Supplier. If you purchase access to the Auther Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.
6.1 Payment card authorization
Supplier may seek pre-authorization of a Client's payment card account prior to your purchase of Auther Services in order to verify that the card is valid and has the necessary funds or credit available to cover the purchase. You authorize such payment card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid.
6.2 Direct Debit Payments
If Client elects and agrees, Supplier may request that Client complete a direct debit mandate to enable direct debit payments. In such cases Supplier shall comply with all applicable national rules and regulations related to direct debit payments. Client agrees that on the due date the Client's credit card will be charged with a сommitted amount due to the selected Plan by the designated Bank.
If Supplier has not sought pre-authorization of your payment card, then before the end of each payment interval, Client will be issued an invoice for payment of the Fee of the next payment interval. Clients must pay the invoice by the due date indicated on the invoice.
6.4 Overage Charges
Upon delay with any payments, Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due 1) if Auther is the Supplier, shall be the interest rate specified in §113 of the Law of Obligations Act of Estonia; 2) if Auther is the Supplier, shall be 1% per month; provided, however, if any interest paid to Auther is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 7.2. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.
6.5 Cancel subscription
If subscription is canceled after the credit card was charged, the Client is able to use the Auther Services till the next scheduled payment and no longer. Subscription should be withdrawn up to 24 hours before the next scheduled payment in order to not be charged. With canceled subscription in advance, Clients no longer have access to the Auther Services and previously used Plan. Client data shall be deleted permanently after the 3 month period if no subscription reactivation has proceeded.
Reimbursement is possible under certain conditions if (a) Clients do not use the purchased Plan at all, (b) Сlient submit a written application about refund in 5 days or earlier from the day he/she was charged. Notwithstanding, Supplier may consider the possibility of refund regarding the written application and Client Activity history. In case of refund approval, the Supplier will make a reimbursement within 60 days.
7.1 Uploading Client Data to Platform
If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Auther Services by Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that: the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.2 No Guarantee of Accuracy
Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Auther Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Auther Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.
7.3 Unlawful Client Data
Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to (a) notify the Client of such unlawful Client Data (b) deny its publication on the Website or its insertion to the System (c) demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law (d) temporarily or permanently remove the unlawful Client Data from the Website or Account, restrict access to it or delete it.
If Supplier is presented convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Website or Account or access to which was restricted.
In addition, in the occasion, Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.
Without limiting the generality of the preceding statement, Auther complies with the DMCA (Digital Millennium Copyright Act), and will remove Client Data from the Platform upon receipt of a compliant deletion notice.
Auther as the Processor will assist the Client as the Controller in meeting the Client’s obligations under GDPR, providing subject access, and allowing data subjects to exercise their rights under GDPR.
7.4 Compelled Disclosure
Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instances, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the Auther Services
Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized Users a non-exceptional license to use the Auther Services to (a) collect, store and organize Client Data such as add new Users and grant them Authorizations, assign Activities to a particular User, modify Client Data; (b) customize the standard features of the particular Plan determined by Auther; (c) use and optimize workflow with requests within Auther Check Service; (d) authorized Hardware Products, install and connect to the Platform; (e) receive reasonable help and guidance from Supplier regarding the use of the Auther Services.
If Supplier determines Client usage of the Services to be outside of the permitted and intended use as these Terms state, or bandwidth usage of the Service or any features to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Client Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.
8.2 Technical Support
Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are (a) immediate messaging on the Website (b) built-in notification application on the Platform (c) via e-mail firstname.lastname@example.org
Regardless of the previous statement, if the Client purchased access to the Auther Services from a Reseller, then technical support will be provided by the Reseller and not by the Supplier.
8.3 Modifications to Service
Supplier reserves the right to modify the Auther Services or any part or element thereof regularly without prior notice, including, without limitation: (a) rebranding the Auther Services at its sole discretion;
(b) ceasing providing or discontinuing the development any particular Auther Services or part or element of the Platform temporarily or permanently; (c) taking such action as is necessary to preserve Supplier’s rights upon any use of the Auther Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Auther Services, will become effective 30 days before the effective date of such modification.
Client shall notify Supplier or Reseller before the effective date of the modification if he/she does not accept the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Auther Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Auther Services, or any part or element thence.
In accordance with Article 28 of GDPR, these Terms constitute the data processing contract between the Client as the Controller and the Supplier as the Processor. The Client hereby instructs the Supplier to process the data as described in these Terms.
9.1 Subject matter and nature of processing
The Supplier provides the Platform where the Client, as the Controller, can collect, store and organize the personal data of data subjects determined by the Client. The Platform has been designed to work as a service for inserting facial recognition into a business but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
The Supplier will process data on behalf of the Client until the termination of the Auther Services in accordance with these Terms. Upon termination, Supplier will store the Client’s data for 3 months, should the Client wish to reactivate the subscription to resume the use of the Auther Services or to make amendments to Client Data, unless instructed otherwise by the Client. The Supplier deletes all the personal data to the Controller after the end of the provision of services, and deletes existing copies unless Union or Member State law requires storage of the personal data.
9.3 Parties’ rights and obligations
The Client’s rights and obligations regarding Client Data are provided in sections 5 through 11 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Supplier takes all measures required pursuant to Article 32 of GDPR. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
10.1 Forbidden Activities
Client and its authorized Users may use the Auther Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. Neither the Client nor any User may (a) use the Auther Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions; (b) copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Auther Services or any part or element thereof, or attempt to extract the source code thereof, unless it is allowed under applicable law, and to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights; (c) use the Auther Services or any part or element thereof unless it has agreed to these Terms.
10.2 Certain Uses Require Supplier Consent
The Client or any User may not, without Supplier’s prior express written consent to the email@example.com (a) sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Auther Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client; (b) use the Auther Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created; (c) use the Auther Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;
12.1 Auther's Intellectual Property Rights in the Auther Services
The Auther Services, Auther Materials, Auther trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Auther Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Auther Services, Auther Materials, Auther trade names and trademarks, and any parts or elements. Your use of the Auther Services and Auther Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Auther Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Auther Services, Auther Materials and Auther trade names and trademarks not expressly granted in the Terms.
12.2 Auther’s Content
Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized Users a non-exceptional license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Auther Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Auther Services or as otherwise permitted by applicable law.
12.3 Client Data
If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Auther Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Auther Services.
Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Website if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
The Auther Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.
Any content referred to as community provided is provided by third parties and not developed or maintained by Auther. By using any community marked code or libraries in your software development, you acknowledge and agree that Auther is not in any way responsible for the performance or damages caused by such community provided code or library.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE AUTHER SERVICES, AUTHER MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AUTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE AUTHER SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AUTHER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE AUTHER SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AUTHER SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE AUTHER SERVICES, AUTHER MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Supplier and their respective directors, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Auther Services, Auther Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.
16.1 No Liability
Supplier shall not be liable to the Client or User for any consequences resulting from (a) any modifications in these Terms, calculation and rates of Fees, the Auther Services, Auther Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Auther Services or Auther Material; (b) deletion of, corruption of, or failure to store any Client Data; (c) use of Client Data by the Client or any of the Users associated with the Account; (d) upgrading or downgrading the current Plan; (e) any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential; (f) the Client’s use of the Account or the Auther Services by means of browsers other than those accepted or supported by the Supplier; (g) the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Auther Services or any part or element thereof; (h) the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Auther Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; (i) the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
Additionally, Supplier and its affiliates shall not be liable to the Client for any claim by any Client or User or third persons against the Client arising out of the Client’s failure to (a) provide Supplier with accurate information about the Client, Users or Account; (b) notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client; (c) provide any Products which it has agreed to provide to a specific person; (d) ensure the lawfulness of the Client Data; (e) obtain the necessary rights to use the Client Data; (f) or abide by any of the restrictions described in these Terms.
16.2 Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT OR REMOTE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, IN EACH CASE ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
16.3 Exclusion of Consequential and Related Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF THE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
17.1 By Convenience
These Terms may be terminated for convenience in the following occasions: (a) by the Client any time by clicking the “Cancel subscription” button in the Auther Check Service, which will guide them through the cancellation process when logged in to the Account, or if the Client is paying for the Auther Services with a Stripe Service, by revoking the billing agreement on its Stripe profile; or if the client is paying for the Auther Services via a Reseller, by means agreed upon between the Client and the Reseller; (b) by Supplier upon decision to end provision of the Auther Services and close the Platform; (c) or immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 By Default
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below: (a) by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; (b) or immediately by either party if the other party breaches its obligations, as applicable under these Terms.
17.3 Effect of Termination
Upon termination of these Terms, (a) Supplier shall deactivate and permanently delete the Account, within 3 month of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within the period of time in 1 month of its receipt of such request.
Client on his/her side must: (a) stop using and prevent the further usage of the Auther Services, including, without limitation, Auther Check Service and Platform in general; (b) pay any amounts owed to Supplier under these Terms; (c) and discharge any liability incurred by the Client before under these Terms prior to their termination; and
The next sections of these Terms still stand after the termination: 2, 8.4, 11, 12, 13, 15, 16, 17, 19 and 20.
If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Auther Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Auther Services.
If Supplier has reasonable grounds to believe that the Client’s or User’s use of the Auther Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
The Supplier has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Supplier typically provides notice in the form of a banner or email on or before such suspension. Supplier will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
The Supplier with whom Client is contracting depends on the domicile of the Client. The Supplier determines the domicile of the Client based on the country indicated in the billing address of the User who concludes these Terms on behalf of the Client. During the Free Trial, the Supplier determines the domicile of the Client based on the location indicated in the IP-address of the User who concludes these Terms on behalf of the Client.
Client’s domicile: The European Union and the overseas territories of the European Union member countries, the European Economic Area, Russia, Switzerland, Turkey, Ukraine and rest of the world.
Supplier: Riddletag OÜ
Supplier’s contact: email: firstname.lastname@example.org, postal address: Kiriku 6, Tallinn 10130, Estonia.
Client’s domicile: Ukraine, Georgia, Azerbaijan, Kazakhstan
Supplier: Facecard, LLC
Supplier’s contact: email: email@example.com
Postal address: Lviv, Mechnikova street, building 3, office 14, 80106, Ukraine.
18.2 Governing Law and Jurisdiction
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. Any questions regarding to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following (a) Client's domicile: The European Union and the overseas territories of the European Union member countries, the European Economic Area, Russia, Switzerland, Turkey, Ukraine and the rest of the world, (b) governing law: these Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law, (c) courts having an exclusive jurisdiction: Harju County.
Use of the Auther Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
19.1 Relationship of the Parties
The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
In the event any provision or part of these Terms is found to be invalid or unenforceable, only that particular section or part or element so found, and not the entire Terms of Service, will be inoperative.
19.3 Entire Agreement
These Terms constitutes the entire agreement among the Client and Supplier and supersedes any prior understandings, agreements, or representations by or among the both parties, written or oral, to the extent they related in any way to the subject matter hereof. Except as otherwise provided herein, no amendment or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted.
No party may assign either these Terms or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
19.5 No Waiver
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed by certified or registered mail, on the second business day after the date on which it is so mailed, (c) except of termination notices or any legal notices. Payment-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant system administrator designated by you.