Authomate Inc. - Terms of Service


Please read these terms carefully. By accessing the site and using the services you agree to be bound by these terms of service. If you are entering into these terms of service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to all of these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not wish to be bound by these terms of service, you may not access or use this site. You hereby agree to the use of electronic communications in order to enter into this agreement, to create other records and to the electronic delivery of notices, policies and records of transactions between you and Authomate with respect to this agreement, as further detailed in section 15.

Definitions:

"The Product" refers to the smartphone/device app, the Browser Extension, the web site, the back-end server(s) and any other software, documentation or services that are provided in connection with Authomate StrongPass.

(1) REGISTRATION

To use our Services, you must download the Product, and register with us. Minimally, that consists of a device specific identifier and a device passcode (your "Device Credentials"). For full use of the product, you must also register and set up an account with us by providing your email address and selecting a password (your "Account Credentials"). Together, your Account Credentials and Device Credentials are referred to as "Credentials".

You may not transfer or share your Account Credentials with any third parties, and you are solely responsible for maintaining the confidentiality of your Credentials. You acknowledge and agree that we rely on Credentials to know whether users using our Services are authorized to do so. You agree to be responsible for any act or omission of any users that access the Site or Services under Your Credentials. We will take reasonable care to avoid disclosure to any third party as provided in the Privacy Policy.

As part of the registration process, you must provide sufficient information for us to correctly bill you and ascertain the country you reside in. You agree to provide correct information. At this time, the service is available only to users in the United States.

(2) LICENSE

Provided that you comply with the terms of this Agreement, Authomate grants you a personal, limited, non-exclusive and non-transferable license to install and use the Product on one or more devices each of which is you own personally or assigned to you for your personal use, solely in object code format. The number of devices you may use is limited by the terms of the specific account type you subscribe to.

This license does not entitle you to receive from Authomate hard-copy documentation, telephone assistance, or enhancements or updates to the Software or Service, though we may provide any of the foregoing in our sole discretion.

Authomate operates an email support line (support@authomate.com). Authomate will respond to reasonable requests for support via this support line, but this License does not entitle you to unlimited or unreasonable support requests as judged by Authomate in our sole discretion. In the case of a "Basic" or free account, this License does not entitle you to any support at all. Authomate's exercising its discretion to respond to a support request shall not be interpreted as meaning that a similar request will, or will not, be judged to be reasonable. In general, Authomate will provide no support specific to jail-broken devices nor will Authomate provide support for versions of software other than the currently available version.

You may not incorporate, integrate or otherwise include the Product or any portion thereof into any other software, program or product.

(3) USAGE

Now that you have the software, you will enter Site logins and passwords ("Site Credentials"). These Site Credentials are stored solely on your device unless you elect to transfer them elsewhere via a backup or other operation within the Product. The Site Credentials pass through the Servers only in encrypted form and are never accessible to the Server or at any point between the device App and the Browser extension. The security of the Product depends upon the integrity of the Device running the App and the PC running the Browser which are your sole responsibility.

You are responsible for all activities occurring with any versions of the Product you install. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services.

Your Site credentials may not be available or restorable if: (a) you delete the Site Credentials from the device (b) You delete the App from the device (c) your Account or Account subscription expires (d) your App is unable to access the internet or Authomate servers; (f) you fail to follow Authomate's technical requirements, including upgrading the version of your Product as required; (d) you uninstall the App, or (e) you forget your device passcode and/or password to log in to your Authomate account (f) you lose your device or it malfunctions. In addition, in the case of a device which has no registred email address, the credentials may be lost permanently if there are too many invalid attempts to access the credentials with an incorrect passcode. "Too many" is currently 10 attempts.

You can and should back up the site credentials in order to protect yourself against the foregoing situations.

You are solely responsible for maintaining the confidentiality of the Site Credentials. The Product is designed to encrypt the Site Credentials, but encryption alone does not guarantee the security of the Stored Data. You are responsible for preventing unauthorized third parties from accessing that device and following the requirements of these Terms of Service. Authomate cannot guarantee the completeness or accuracy of the Site Credentials that is inputted onto a web page by the Product. Web pages that do not function correctly should be reported to the Authomate Support Line.

The Product operates in third-party web browsers, and Authomate has no responsibility for any such browser. As a consequence, Authomate cannot guarantee that any particular browser or version of a browser will work correctly at any particular time or in any particular situation. Your use of these third-party browsers on third party websites will be at your own risk and subject to the terms and conditions of those third parties. Authomate makes no representations or warranties, express or implied, regarding the third party websites or services, and Authomate disclaims all liability related thereto. To uninstall the Product, please visit the FAQ.

(4) USAGE INFORMATION

The App does not, at this time, report information back to the Servers except as needed to directly support an operation that you request (such as Site login). This may change in the future in which case, these Terms of Service will change. The Servers collect information about individual transactions and events in order to troubleshoot issues with the Product, to provide history to you, or for other internal purposes as needed. No notice is or will be provided to you as to the data collected. The usage of this data is governed by the Privacy Policy.

No Duty to Correct Errors. You acknowledge and agree that Authomate has no obligation under this Agreement to correct any defects or errors in the Product furnished to you under this Agreement, regardless of whether you inform Authomate of such defects or errors or Authomate otherwise is, or becomes aware of, such defects or errors. To the extent Authomate provides you with any updates or upgrades or additional components to the Product, such updates and upgrades shall be deemed to constitute part of the App and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Product. Authomate may provide mandatory updates to the Product with or without notice to you to ensure the continued performance, security and stability of the Product. Authomate may also make available other updates to the Product that you will have the option to install.

(5) OWNERSHIP

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Product, Site or Services and all updates, modifications and enhancements thereto (collectively, "Our Technology") are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Service. Furthermore, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of Authomate or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms of Service.

(6) GENERAL RULES OF USER CONDUCT

It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not:

(7) MODIFICATIONS TO THE SITE AND SERVICES

We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services - except that you may be entitled to a pro-rata refund of the subscription fee for the remaining period of service you paid for.

(8) FEEDBACK

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Authomate, the Site or the Services (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

(9) COMMUNICATION

You consent to receiving all communications electronically via the Authomate website including, but not limited to, updates to these terms of service. Authomate will send email to the email address you select for this account in an attempt to communicate to you, but email is not reliable and hence Authomate cannot be responsible if it fails. Consequently, you should check periodically for news and updates.

(10) TERMINATION

The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first install or use the Site or any component of the Services, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. You shall be entitled to terminate this Agreement without cause at any time by stopping all use of the Site and Services. Authomate shall be entitled to terminate this Agreement without cause upon notice to you as specified below under Electronic Communications. Upon termination, all rights granted to you under this Agreement will immediately cease, you may not thereafter install or use any of the Services, and you must delete or destroy all copies of the Product in your possession. We may delete any Stored Data upon termination. All provisions of this Agreement, except for the license grant in Section 2(a) above, survive the termination of this Agreement, including our proprietary rights in the Site, Services, Feedback and Our Technology. Authomate may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within Authomate’s computer or communications networks. You agree that we will not be liable to you or any other party for any termination of your access to the site or services.

(11) DISCLAIMER OF WARRANTIES

Authomate uses commercially reasonable efforts to encrypt the Site Credentials and any other Stored Data in a secured manner but cannot guarantee the security of the Stored Data. You expressly agree that your use of the site and/or services is at your sole risk. The site and services are provided by us on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data and system integration. We make no warranty that the site and/or services will meet your requirements, or that the site and/or services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the site or services, or that defects in the site or services will be corrected. You understand and agree that any content or information downloaded or otherwise obtained through the use of the site or services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer services or loss of data that results from the download of such material and/or information. No content, advice or information, whether oral or written, obtained by you from us through the site, services, or otherwise will create any warranty, representation or guarantee not expressly stated in these terms of service.

(12) LIMITATION OF LIABILITY

You acknowledge and agree that we are only willing to provide access to the site and to provide the services if you agree to certain limitations of our liability to you and to third parties. You understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, parents, subsidiaries, affiliates, agents or licensors be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, lost opportunities, or business interruptions or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy), arising out of or related to your use of or access to, or the inability to use or to access, the site or the services, regardless of whether such damages are based on contract, tort (including negligence and strict liability), warranty, statute or otherwise. In no event will we be liable to you or any third party in connection with any act or omission of any user of the site. If you are dissatisfied with any portion of this site or the services, your sole and exclusive remedy is to discontinue use of the site and the services and apply for a refund of the subscription fee for any unused portion of the subscription period. Our total liability to you for all claims arising from or related to the site or the services is limited, in aggregate, to one hundred dollars (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Without limiting the foregoing, under no circumstances will we or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties.

(13) INDEMNIFICATION

You agree to indemnify, defend and hold harmless Authomate, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (a) your use of the Site or any Services; (b) any of your Stored Data; (c) your violation of these Terms of Service, (d) your violation of any rights of any other person or entity; or (e) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.

(14) PAYPAL

Authomate uses PayPal to bill and manage subscriptions. However, Authomate has no control over PayPal and consequently cannot accept any responsibility, financial or otherwise, for PayPal's errors or omissions. In the event of a dispute, Authomate will make a reasonable effort to provide information necessary to reconcile the issue.

(15) ELECTRONIC COMMUNICATIONS

We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Service by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.

(16) GENERAL TERMS

You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between you and Authomate will be governed by the laws of the State of Delaware, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in the State of Delaware, United States. These Terms of Service are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction or arbitrator finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. If you are a California resident, you waive California Civil Code §1542, which says: "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."

(17) SURVIVAL

All sections except the License will survive the expiration or termination of these Terms of Service for any reason.

(18) GOVERNMENT USERS

Each of the components that constitute the Product or any other software related to the Services and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product and any other software component of the Services and any documentation provided therewith with only those rights set forth in this Agreement.

(19) ADDITIONAL PROVISIONS APPLICABLE TO STRONGPASS TEAMS – 30-DAY FREE TRIAL OFFER

Authomate is offering you the right to use its StrongPass Teams product ("StrongPass Teams") on a trial basis for thirty days at no charge. StrongPass Teams may be used by you to enable secure access to any number of your websites by up to 25 users designated by you who have compatible mobile devices. You may also designate up to 25 Administrators.

The foregoing provisions of Authomate's Terms of Service together with these additional provisions set forth the terms and conditions governing this 30-day free trial offer. In the event of a conflict between these additional provisions and other provisions of the Terms of Service, these additional provisions shall prevail.

1. Authomate has the right to modify or withdraw this 30-day free trial offer at any time, but such withdrawal will not affect you if you have applied for the 30-day free trial offer prior to such modification or withdrawal.

2. To apply for the 30-day free trial offer, you must complete the Registration Form at Authomate's website and consent to these Terms of Service. Upon your proper completion of the Registration Form, your acceptance of the Terms of Service, and approval by Authomate (which may be denied by Authomate in its sole discretion), Authomate will send you an e-mail enabling you to activate your StrongPass Teams account with a 30-day trial license key. Instructions for the use of StrongPass Teams are available on the StrongPass Teams app and on Authomate's website.

3. The term ("Term") of 30 day trial during which you may use StrongPass Teams will commence at such time as you have activated your account (but in no event later than 30 days after Authomate has sent you the email enabling you to activate your account) and will continue for 30 days, unless sooner terminated or extended as provided herein or in the Terms of Service. Authomate and you may agree in writing to extend the Term. Upon the expiration of the Term, if you wish to continue to use StrongPass Teams, you may contact Authomate at sales@authomate.com to subscribe for StrongPass Teams on a paid basis. Once your free trial terminates, you will cease using StrongPass Teams and the software and other intellectual property licensed hereunder, but you will still be able to access your Site Credentials on the designated users mobile devices and the StrongPass Teams app for up to six months. No other features of StrongPass Teams will be available once the free trial ends.

4. Authomate may, at its option, terminate your right to use StrongPass Teams, without advance notice, in the event of any breach or default by your or your designated users of any of your obligations under these Terms of Service.

5. You acknowledge and agree that: (a) Authomate has the right (but is not obligated to) to alter, modify and/or upgrade StrongPass Teams and the software licensed hereunder from time to time, to provide same to you during the Term at no additional charge, and that such upgrades, alterations or modifications may affect your use of StrongPass Teams; and (b) AUTHOMATE may perform maintenance for StrongPass Teams from time to time which may involve temporary unavailability of the use of StrongPass Teams.

6. You are solely responsible for designating users and administrators of the StrongPass Teams and for supervising their use of StrongPass Teams.

7. You agree to use StrongPass Teams and the software licensed hereunder solely within the scope of the your own operations and you may not lend, rent, lease, license, or permit third-parties (other than your employees and agents of Customer specifically identified in the Registration Form), to use, access or copy StrongPass Teams or the software licensed hereunder.

8. If you receive a claim that the use (as authorized under these Terms of Service) of StrongPass Teams or the software licensed hereunder infringes a U.S. patent, copyright, or other intellectual property right, you agree to promptly notify Authomate in writing and give Authomate all necessary information and assistance and the exclusive authority to evaluate, defend, and settle such claim. Provided that such claim does not arise as a result of an unauthorized use or unauthorized modification of StrongPass Teams or the software licensed hereunder, Authomate will indemnify and hold you harmless from and against all claims, liabilities, damages, and expenses (including court costs and attorney fees) arising out of such claim. In the event of any such claim Authomate may immediately terminate your right to use StrongPass Teams and the software licensed hereunder. Authomate shall have sole control over the defense and resolution of any such claim or actions for which indemnification is sought and you will provide full cooperation for the defense of any such claim or action.

(20) ADDITIONAL PROVISIONS APPLICABLE TO STRONGPASS PERSONAL - LIMITED TIME FREE OFFER

Authomate is offering you the right to use its StrongPass Personal product ("StrongPass Personal") for personal use at no charge for a limited time. StrongPass Personal may be used with one compatible personal mobile device and with an unlimited number of Site Credentials.

The foregoing provisions of Authomate's Terms of Service together with these additional provisions set forth the terms and conditions governing this limited time free offer. In the event of a conflict between these additional provisions and other provisions of the Terms of Service, these additional provisions shall prevail.

1. Authomate has the right to modify or withdraw this free offer at any time, but such withdrawal will not affect you if you have commenced using StrongPass Personal prior to such modification or withdrawal.

2. To apply for the free offer, you must complete the application form at Authomate's website and consent to these Terms of Service. Upon your proper completion of the application form, your acceptance of the Terms of Service, and approval by Authomate (which may be denied by Authomate in its sole discretion), Authomate will send you an e-mail enabling you to activate your StrongPass Personal account with a license key. Instructions for the use of StrongPass Personal are available on the StrongPass Personal app and on Authomate's website.

3. The term ('Term") during which during which you may use StrongPass Personal will commence at such time as you have activated your account (but in no event later than 30 days after Authomate has sent you the email enabling you to activate your account) and will continue for one year, unless sooner terminated or extended as provided herein or in the Terms of Service. At the end of one year, the Term will be automatically extended for successive one month periods. Either Authomate or you shall have the right to terminate your right to use StrongPass Personal at any time after the first year, by giving ten (10) days prior notice to the other party. Once your right to use StrongPass Personal terminates, you will cease using StrongPass Personal and the software and other intellectual property licensed hereunder, but will still be able to access your Site Credentials on your mobile device and the StrongPass Personal app for up to six months. No other features of StrongPass Personal will be available once the Term ends.

4. Authomate may, at its option, terminate your right to use StrongPass Personal, without advance notice, in the event of any breach or default by you of any of your obligations under these Terms of Service.

5. You acknowledges and agree that: (a) Authomate has the right (but is not obligated to) to alter, modify and/or upgrade StrongPass Personal and the software licensed hereunder from time to time, to provide same to you at no additional charge, and that such upgrades, alterations or modifications may affect your use of StrongPass Personal; (b) Authomate may offer alterations, modifications and/or upgrades to StrongPass Personal and the software licensed hereunder from time to time and may require payment of fees or charges by you for such alterations, modifications and/or upgrades, and that such alterations, modifications and/or upgrades, may not be made available to you under this free offer unless you agree to pay such fees or charges, provided, that your right to continue to use StrongPass Personal (without the alterations, modifications and/or upgrades) for the balance of the Term shall continue even if you do not agree to pay for such alterations, modifications and/or upgrades; and (c) AUTHOMATE may perform maintenance for StrongPass Personal from time to time which may involve temporary unavailability of the use of StrongPass Personal.

6. You agree to use StrongPass Personal and the software licensed hereunder solely for your personal use and you may not lend, rent, lease, license, or permit third-parties to use, access or copy StrongPass Personal or the software licensed hereunder.

(21) NOTICE

We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@Authomate.com or as otherwise expressly provided. Please report any violations of these Terms of Service to support@Authomate.com.

Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. All controversies, disputes, demands, counts, claims, or causes of action between you and Authomate arising out of, under, or related to this Agreement or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and Authomate must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Authomate, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator’s ruling is binding and not merely advisory; (d) any claims brought by you or Authomate must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (e) 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, (f) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Authomate will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (g) Authomate also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Authomate shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Authomate customer; and (j) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses.

Notwithstanding the foregoing, either you or Authomate may bring an individual action in small claims court. In addition, if you are a user outside of the United States, the dispute resolution provision in our privacy policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Wilmington, Delaware. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

With the exception of subparts (d) and (e) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (d) or (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor Authomate shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Authomate shall be exclusively brought in the state or federal courts specified in subsection "(d)" above.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

(22) CHANGES TO THIS AGREEMENT

This Terms of Service Agreement is subject to occasional revision, and if we make any material changes to it, we will notify you by sending you an e-mail to the last e-mail address you provided to us. Any changes to this Terms of Service Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or, in the case of immaterial changes, thirty (30) calendar days following our posting of notice of the changes. Please note that at all times you are responsible for updating your email address with us. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Services following notice of such changes shall indicate your agreement to be bound by the terms and conditions of such changes.



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