Terms and Conditions

AGREEMENT

BY ORDERING ONE OR MORE SMART DOOR READERS, RELATED SOFTWARE, AND/OR OTHER PRODUCTS OR SERVICES  FOR PURCHASE FROM ALLTHENTICATE, INC. (“ALLTHENTICATE,” “WE,” OR “US”), AND CLICKING THE “I ACCEPT/AGREE” BUTTON OR HYPERTEXT LINK ON THIS WEB PAGE, YOU OR THE COMPANY ON  WHOSE BEHALF YOU ARE PURCHASING PRODUCTS AND/OR SERVICES (“YOU”) AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”) SET FORTH BELOW.  YOU MUST ACCEPT THIS AGREEMENT IF YOU WISH TO PURCHASE PRODUCTS AND/OR SERVICES PROVIDED BY ALLTHENTICATE, AND YOU MUST ACCEPT THE AGREEMENT “AS IS” WITHOUT ANY CHANGES, ADDITIONS, OR DELETIONS.

UPON ACCEPTANCE OF YOUR ORDER AND RECEIPT OF ANY REQUIRED PAYMENT, WE WILL SEND TO YOU AT YOUR ADDRESS THE PRODUCTS THAT YOU ORDERED, SUBJECT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT AS SET FORTH ABOVE, THEN YOUR ORDER WILL NOT BE ACCEPTED OR PROCESSED, AND YOU WILL NOT BE ENTITLED TO RECEIVE ANY PRODUCTS AND/OR SERVICES.

THIS AGREEMENT IS BETWEEN YOU AND ALLTHENTICATE.  YOU AND ALLTHENTICATE ARE SOMETIMES REFERRED TO COLLECTIVELY HEREIN AS THE “PARTIES”, OR INDIVIDUALLY AS A “PARTY.”  

1. ACaS SERVICES AND SUPPORT

1. We provide physical Smart Door Readers (the “Readers”), along with related software (collectively, the “Product”), which interact with traditional door access smartcard readers and Your smartphone to lock and unlock physical doors with varying security, and a web-based management portal (https://admin.allthenticate.net) to manage the access control to these Readers (collectively, the “Services”).

2. Subject to the terms of this Agreement, We will use commercially reasonable efforts to provide You the Services in accordance with the Service Level Terms that can be found here, and which terms are made a part hereof.  As part of the registration process, You will identify a username  or email for Your Allthenticate account, which can be used to access Allthenticate’s online web portal located at https://admin.allthenticate.net.  This portal is used to manage Your access control for both physical and digital assets (e.g., doors and computers) (the “Customer Account”).

3. We will provide You with the technical support services in accordance with the terms that can be found here, and which terms are made a part hereof.

2. RESTRICTIONS AND RESPONSIBILITIES

1. You shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, hardware design, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or any software, documentation, or data related to the Services (collectively, the “Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to You for use on Your premises or devices, We hereby grant You a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term of this Agreement, as defined herein, only in connection with the Services.

2. Further, You may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”

3. Each Party represents, covenants, and warrants to the other that such Party will use the Services only in compliance with all applicable laws and regulations. Although We have no obligation to monitor Your use of the Services, We may do so in accordance with applicable laws and may prohibit any use of the Services We believe is in violation of applicable laws; provided, however, that any suspension of the Services must allow You to manually operate all doors equipped with Readers or Software, and access all rooms otherwise subject to the Services.

4. You shall be responsible for (A) obtaining and maintaining any equipment and ancillary services that are required to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”); (B) maintaining the security of the Equipment, the Customer Account, passwords, and files, and for all uses of the Customer Account or the Equipment with or without Your knowledge or consent; and (C) ensuring that You, and, if applicable, Your employees and/or agents who are authorized to access the Customer Account do not disseminate the Customer Account login credentials to any third parties, and make reasonable efforts to protect such credentials from being accessed and/or used by third parties or other unauthorized users.  

5. We shall not be responsible for the quality and/or performance of software or hardware provided or owned by You, including without limitation, electromagnetic door locks, web browsers, smartphones, or computing systems, and/or any modifications You make to any Equipment. We are not responsible for failings in individual operating systems and custom configuration of operating systems, operating system components, software, hardware, and/or inside wiring.

3. CONFIDENTIALITY; COLLECTION OF USER AND DEVICE DATA; PROPRIETARY RIGHTS

1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose certain information relating to the Disclosing Party (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Our Proprietary Information includes non-public information regarding features, functionality, and performance of the Services. Your Proprietary Information includes non-public data provided by You to Us to enable the provision of the Services, including data regarding Your use of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Notwithstanding anything else set forth herein, Customer Data shall remain confidential in perpetuity, and shall not be disclosed, sold, or otherwise transferred by Us, for as long as We retain any such Customer Data.

2. User data that may be collected by the Software varies depending on how You configure the Software, and which devices/platforms (i.e., iOS, Android, Windows, etc.) and mobile applications are used by You. Examples of the data that may be collected by the Software are provided below, and each of the following are considered Customer Data for purposes hereunder:

1. Identity and Authentication Information (including name, email address, phone number, etc.)

2. Login credentials and security authentication data (including certificates, domain information, login and logout dates and times, usernames, enrollment IDs, location, etc.)

3. Geo-location Data (“Geo Data”). Depending on how You have configured the Software, the Software may collect geo-location data.  By default, the Software does not collect geo-location data.  The Software enables You to collect geo-location data as it may enable You to locate lost devices or to distribute functionality and content based on certain geo-fenced locations.  Depending on the operating system and platform of the device, You may be presented with an operating system notice, asking for Your consent to collect geo-location data. You can change Your selection by going into Your device settings and revoking the geo-location permission.

4. Employer, job title, work address, and/or employee number

5. Information maintained in Your Active Directory

6. Device Information that utilizes the Reader or Software, including device type, name, make, model, manufacturer, and device identifiers such as universal unique identifier ("UUID"), International Mobile Station Equipment Identity ("IMEI"), mobile equipment identifier ("MEID"), serial number, International Mobile Subscriber Identity ("IMSI") number, Internet Protocol ("IP") address and Media Access Control ("MAC") address

7. Last seen information (i.e., when the device last connected to the Reader) log data

8. Information about the device’s operating system (including operating system build, version, firmware/kernel versions, etc.)

9. Installed profiles on the device, including configuration data of Your devices and compliance status concerning requirements defined by You in its console settings

10. Information about the device’s file manager and registry manager (Android/Windows devices)

3. You shall own all right, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to You as part of the Services.

4. We shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, and (c) all intellectual property rights related to any of the foregoing.  

5. Notwithstanding anything to the contrary in this Agreement, We shall have the non-exclusive, limited, revocable right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, systems, and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and We will be free (during the Term of this Agreement as defined herein) to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and Our other offerings, and to disclose such data solely in aggregate or other de-identified form, in connection with Our business.  No rights or licenses are granted except as expressly set forth herein.

4. TERM AND TERMINATION

1. Subject to earlier termination as provided herein, this Agreement is for a period of twelve (12) months commencing on the date that We ship or cause to be shipped Your Products to You (the “Initial Term”, and shall be automatically renewed for additional periods of the same duration (each a “Renewal Term”, and collectively with the Initial Term, the “Term”).  Either Party may terminate this Agreement at any time after the Initial Term by informing the other Party of their intent to terminate the Agreement in writing in accordance with the notice provision set forth in this Agreement at least twenty (20) days prior to the end of the then-current term.

2. We may terminate or cancel this Agreement immediately if You:

1. Are in default of or have breached any provision of this Agreement and such default or breach has not been cured within ten (10) days of Our written or emailed notice thereof to You; or

2. Become insolvent or seek protection, voluntarily or involuntarily, under any bankruptcy laws; or

3. Engage in any illegal, unfair, or deceptive business practices.

3. In the event We terminate this Agreement, We may: (i) declare all amounts owed to Us to be immediately due and payable; and (ii) cancel any Services and/or support We provide to You under this Agreement; and (iii) suspend or cease performance of all Our other obligations without liability to You.  Our rights and remedies set forth herein shall be cumulative and in addition to all other rights and remedies available to Us in law or equity.

4. Upon any termination of this Agreement, We will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days after the date of termination, but thereafter We may, but are not obligated to, delete stored Customer Data.  

5. All sections of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.

5. PURCHASE TERMS AND CONDITIONS

1. You agree to timely pay to Us the applicable purchase price set forth in the order form for the Services (“Purchase Price”).  Payment of the Purchase Price may be made by credit card or eCheck (the “Account”).  By clicking the “I Accept/Agree” button or hypertext link at the bottom of this web page, You authorize Us to debit (“Debit”) Your Account for the Purchase Price and other charges due and payable under this Agreement, including any recurring monthly Services (collectively, “Fees”).  You understand and agree that We may charge Your Account in advance for the Fees related to the Services until we receive Your written notice of cancellation of this Agreement in accordance with the terms set forth herein.  

2. You agree that You will be fully and solely responsible for clearing the Product(s) for import and for payment of any and all taxes, fees, licenses, import duties, and expenses as may be applicable.  You further agree that, to the extent applicable, You will obtain at Your own risk and expense any import license or other official authorization and carry out all customs formalities for the importation of the Product(s), and, where necessary, for their transit through another country.

3. Unless expressly stated otherwise, all prices are expressed in U.S. Dollars.

4. If a Debit is returned or not processed for Non-Sufficient Funds (NSF) or similar reason, You authorize Us to collect a return payment fee of thirty-five U.S. Dollars ($35.00), by electronic debit from Your Account.  We will not be liable if a Debit is dishonored by Your bank or other financial institution.  In such case and at such time, We may, in Our sole discretion, attempt multiple times to Debit Your Account.  You will be deemed not to have paid the charge until the funds are actually collected.

5. Notwithstanding anything to the contrary in this Agreement, We may, without limiting Our other rights and remedies, immediately and automatically without notice suspend Services for Your failure to timely pay any Fees, and/or terminate this Agreement in accordance with the termination provisions set forth herein.  Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection (including, but not limited to, Our reasonable attorneys’ fees). You shall be responsible for and timely pay all taxes associated with the Products other than taxes based on Our net income.

6. All Fees are non-refundable, except with Our prior written agreement in Our sole discretion.

7. All delivery times and shipment dates are approximate and may be changed by Us.  We may ship Your entire order in a single shipment, or in Our discretion, in multiple shipments from time to time. All shipments will be sent on an as-ready basis based on Our inventory and required internal preparations.  We reserve the right to use any shipping method or carrier that We see fit and make no guarantee of shipment date or arrival date.

8. As between the Parties, We retain all rights in and title to the Reader(s) purchased until the Purchase Price therefore is paid in full.  You shall obtain the rights and title to the Reader(s) received  upon payment to Us of the Purchase Price and any taxes, excises, and other charges, subject, however, to a security interest, which We hereby reserve, and You hereby grant, in the Reader(s) shipped until the entire amount therefor has been paid. You agree to execute any documents required to perfect Our security interest in the Reader(s) within five (5) days of presentation.  The risk of loss, including, but not limited to the risk of theft, damage, or destruction of the Reader(s), transfers to You at the time the Reader(s) are shipped from Our warehouse or order fulfillment center. You agree to take all actions that We may reasonably request in order to maintain and protect the Reader(s), and to perfect, protect, maintain or continue, and not to do anything to interfere with, Our interests in the Reader(s). We may offset any amounts We may owe You against any amounts You owe Us.

9. You agree to inspect and test the Reader(s) immediately upon receipt from Us. You shall have seven (7) days from delivery of the Reader(s) to notify Us in writing of any damaged or defective Reader(s), and return any such Reader(s) to Us. You must notify Us immediately upon receipt of the Reader(s) if there are any Reader(s) (or parts thereof) missing from Your order. Where Readers ordered together are indicated as being shipped in separate shipments, You must notify Us promptly if there are any missing shipments.

6. RETURNS, EXCHANGES, AND REFUNDS

1. If a Product arrives damaged or stops working for reasons outside of Your control, and not due to Your misuse or abuse of the Product, You have sixy (60) days to return the Product to Us and it will be replaced at no cost to You.

7. WARRANTIES AND DISCLAIMERS

1. We shall use reasonable efforts consistent with prevailing industry standards to perform and maintain the Services in a manner that minimizes errors and interruptions in the Services.  Additionally, the Software shall perform in all material respects in accordance with the documentation and specifications related to such Software. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control. We do not warrant that the Services will be uninterrupted or error free.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

2. You hereby represent and warrant to Us that You will not use the Services: (a) for any unlawful purpose, and You will comply with all applicable federal, state, local, and foreign laws, regulations, and rules with respect to Your use of the Services; (b) to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (c) to store or transmit Malicious Code; (d) to interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (e) to attempt to gain unauthorized access to the Services or their related systems or networks. For purposes of this Agreement, “Malicious Code” means viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code, files, scripts, agents or programs. You agree to (i) be solely responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity, and legality of Your Customer Data and of the means by which Users acquire Customer Data; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify Us in writing of any such unauthorized access or use; and (iv) use the Services only in accordance with their respective user manuals, if applicable (which may be supplied by the manufacturer). “Users” means You and the individuals who are authorized by You to use the Services, and may include, but are not necessarily limited to, Your employees, family, consultants, contractors, and/or agents.

8. INDEMNITY

1. You agree to defend, indemnify, and hold Us and Our officers, directors, shareholders, employees, agents, and representatives (collectively, “Indemnified Parties”), from any and all damages, losses, liabilities, claims, demands, suits, proceedings, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) (collectively, “Claims”) incurred by an Indemnified Party in connection with any claim or action arising out of or relating to: (i) Your breach or alleged breach of this Agreement; (ii) Your use of any Products and/or Services; (iii) any loss of or damage to real property or tangible personal property caused or alleged to be caused by Your negligent act(s) or omission(s) or Your willful or intentional misconduct in connection with Your use of any Products and/or Services; or (iv) any fraud, abuse, and/or unauthorized use of the Products and/or Services by You or other Users of the Products and/or Services purchased by You; provided, however, that We or the Indemnified Party promptly notifies You of any Claims related thereto and cooperates reasonably and provides You a reasonable opportunity to control the defense and settlement, except that You shall not settle or agree to enter judgment that includes any payment by or admission of liability or other matter against the interest of any Indemnified Party.  The absence of prompt notification by an Indemnified Party shall not excuse Your obligations hereunder. We and the relevant Indemnified Party shall be permitted to participate in such defenses, negotiation, and/or settlement by counsel of Our and its own choosing and expense, and You shall reasonably cooperate with Us.

9. LIMITATION OF LIABILITY

1. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US UNDER THIS AGREEMENT. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO ANY FAILURE, LOSS OF DATA, OR DELAY IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.

10. GENERAL TERMS AND CONDITIONS

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to the choice of law rules of any jurisdiction.  The U.N. Convention on the International Sales of Goods shall not apply or otherwise have any legal effect with respect to this Agreement.

2. No Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, transferred, delegated, pledged, or encumbered by You (“Assignment”) without Our prior written consent in Our discretion.  Any purported Assignment without such consent will be void and of no force or effect.  We may freely assign Our rights and duties hereunder.  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the successors and assigns (whether by operation of law, merger, change of control, or otherwise) of the Parties.

3. Waiver. No waiver by Us of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

4. Severability. If any term, clause, or provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.

5. Force Majeure. We will not be liable to You, or considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, actual or threatened acts of terrorism, acts of any political entity, natural or artificial disasters, epidemic or pandemic, or any governmental restrictions or regulations related thereto, delay by carrier, shortage of Services, material shortages, delays in transportation or inability to obtain labor, materials, or products through Our regular sources, or any other causes or conditions that are beyond Our reasonable control (collectively, “Force Majeure Event”). In the event of a Force Majeure Event, Our time for performance shall be extended for a period equal to the time lost as a consequence of the Force Majeure Event without subjecting Us to any liability or penalty.  We may, at our option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to You.

6. No joint venture or partnership. This Agreement shall not be construed to be a joint venture or a partnership between the Parties. Except as expressly set forth in this Agreement, neither Party has any authority of any kind to bind the other in any respect whatsoever.

7. Use of name.  Except as expressly provided herein, You shall not use Our name or logo, or any derivations thereof, in any advertisement, publications, or sales materials without Our prior written consent.

8. Notice. Any notice required to be given under this Agreement shall be in writing and delivered to the other Party by certified, registered or Express mail, or by Federal Express.  All notices required to be sent to Us pursuant to the terms of this Agreement shall be sent to: Allthenticate, Inc., 808 Travis St, Ste 310, Houston, Texas 77002.

9. Binding Arbitration. In the event of a dispute between the Parties arising out of or relating to this Agreement, including the interpretation of this Agreement (“Dispute”), the Parties agree to use their diligent good faith efforts to negotiate with one another to resolve the Dispute.  Any Dispute that cannot be resolved between the Parties informally or by mediation shall be resolved by binding arbitration under the Commercial Arbitration rules then in force of the American Arbitration Association (“AAA”), including its Appeal Procedures, before a single arbitrator. In order to facilitate understanding by the arbitrator, all arbitration proceedings shall be conducted in English (which may include the use of translators at the expense of the Party who or whose witness needs such assistance).  The arbitration shall be conducted in Houston, Texas. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which his or her decision is based. The arbitrator shall not have the power to award damages not permitted under this Agreement. The arbitration award may be enforced in any court of competent jurisdiction.  Notwithstanding the foregoing, this arbitration provision does not apply if You have violated and/or have threatened to violate any of Our intellectual property rights, or if You have failed to pay any Fees as required herein, in which case We may seek injunctive and/or other relief in any state or federal court in Houston, Texas.    

10. California Proposition 65.  The state of California requires that certain warnings be given concerning products that contain chemicals subject to Proposition 65.  A list of chemicals regulated by Proposition 65 can be found at www.oehha.ca.gov.  Proposition 65 warnings, to the extent applicable, are provided with the Product upon purchase.  

11. Interpretation. The headings in this Agreement are for convenience only and are not to be used in the interpretation of this Agreement.  No term shall be construed in favor of, or against, a Party as a consequence of a Party having had a greater role in the preparation or drafting thereof.

12. Complete Agreement. This Agreement constitutes the complete and exclusive Agreement between the Parties regarding the subject matter hereof, and any and all previous representations, discussions, and writings are merged and superseded by this Agreement. We may, at any time and in Our sole discretion, amend this Agreement without notice to You. Any amendments will become effective immediately upon the publication thereof.