General Terms & Conditions

The parties, namely the Customer as identified in an Order Form or SOW, referred to as the “Customer,” and Auth-Analytics, referred to as the “Supplier,” agree to the following General Terms and Conditions (GTCs). Both parties may be individually referred to as a “Party” and collectively as the “Parties.”

1. Definitions:

Within this Agreement, the terms below carry the definitions provided:

a. Agreement: This includes these General Terms and Conditions (GTCs), along with any attachments, as incorporated into a fully executed Order Form or SOW. The GTCs can be updated as described in Section 15(g), along with any additional terms from an Order Form, SOW, or addenda that refer to the GTCs.

b. Authorized User: Individuals or entities authorized by the Customer to access and use Auth-Analytics’ Cloud Services, including third parties as outlined in Section 2(a)(ii). This access is subject to the Customer’s restrictions and responsibilities under the Agreement. Individuals ineligible per the Agreement’s terms cannot be Authorized Users.

c. Cloud Services: These are on-demand, subscription-based solutions or technology services provided by Auth-Analytics, hosted, supported, and operated by us, as outlined in an Order Form. This also includes necessary documentation, Embedded Third-Party Content, and Supplier Materials for using the Cloud Services, except for Third-Party Content.

d. Corporate Affiliate: Any entity directly or indirectly connected through ownership, control, or common management with Auth-Analytics or the Customer.

e. Customer Data: Information, data, and content provided by the Customer or Authorized Users to Auth-Analytics through the Cloud Services. This excludes Supplier Materials and encompasses data created specifically for the Customer through Cloud Service processing.

f. Documentation: Technical and functional materials provided by Auth-Analytics about its Products, such as manuals, guides, release notes, and help files.

g. IP Rights: Rights under patent, copyright, trademark, trade secret, and other intellectual property laws worldwide.

h. Marks: Logos, tradenames, trademarks, service marks, and trade dress of either the Customer or Auth-Analytics, whether registered or not.

i. Offer: An agreement where the Customer commits to paying Auth-Analytics for specific advertising performance results, promoting particular applications, products, services, networks, or advertisements.

j. “Order Form” refers to a document, such as an order, quotation, or online form, mutually agreed upon by the parties. It incorporates these GTCs and outlines the Products to be provided under the Agreement. This document may also include a “Pricing Statement” that was previously agreed upon and remains active.

k. “Partner” refers to a third party engaged by the Customer, such as ad networks, publishers, advertisers, affiliates, analytics providers, or data providers, to promote an Offer on the Customer’s behalf.

l. “Personnel” includes employees, directors, officers, or subcontractors of a Party or its Corporate Affiliate.

m. “Pro Rata Refund” signifies a refund of pre-paid amounts by the Customer to the Supplier for any Product or related costs that will not be provided or utilized by the Supplier by the refund date. This refund is calculated based on the remaining subscription months for subscription-based Fees, the undelivered portion for fixed Fees, and the unincurred costs for expenses.

n. “Professional Services” encompass implementation, integration, configuration, training, and other professional services provided by the Supplier, as specified in an Order Form or SOW.

o. “Products” collectively refer to Cloud Services, Professional Services, and Support Services.

p. “Services” collectively refer to Professional Services and Support Services.

q. “Supplier Materials” include all information, data, documents, materials, content, processes, descriptions, plans, reports, devices, software, websites, technologies, and innovations developed, provided, or utilized by the Supplier or Supplier Personnel in relation to the Products or integrated into them. This includes Usage Data and Deliverables but excludes Customer Data and Third-Party Content.

r. “Support Services” refer to the Supplier’s regular and premium customer support and maintenance services provided to the Customer for its Products under the Agreement.

s. “Statement of Work” (SOW) is a written document agreed upon by the parties, incorporating these GTCs, and outlining the Professional Services to be performed by the Supplier under the Agreement.

t. “Territory” refers to the authorized geographical area where the Customer is permitted to use the Products, as specified in an Order Form. If not specified, Territory includes all countries not excluded by Section 15(a) of these GTCs, subject to the Supplier’s right to restrict usage in designated ineligible countries.

u. “Usage Data” comprises data generated by the Supplier or its Products from Customer usage, such as end user profiles, visits, sessions, impressions, click-throughs, clickstreams, and related statistical or analytical information. This data is de-identified to protect individual identities.

v. “Usage Metric” defines the standard measurement and quantity used to determine permitted use and calculate Fees for Cloud Services.

2. Usage Rights and Licensing

a. Rights Granted and Permitted Usage

i. Cloud Services: Subject to Customer and its Authorized Users complying with the terms of this Agreement, including any applicable Fees specified in the Order Form, Supplier grants Customer a limited, non-exclusive, non-transferable right to access and use the Cloud Services specified in the Order Form throughout the Term. This access is strictly for use by Authorized Users within the designated Territory, in accordance with the Usage Metrics outlined in the Order Form. It is intended for internal business operations and managing Customer’s relationships with Partners on a limited commercial basis. Specific terms for certain Products are detailed in Appendix A of these General Terms and Conditions (GTCs) (referred to as Product Specific Terms or PSTs), which apply if the Order Form pertains to the purchase of a listed Product from the PSTs. Supplier reserves all rights not explicitly granted to Customer. Customer acknowledges that internal controls within the Cloud Services may not inherently restrict usage to comply with specified Usage Metrics. Customer is responsible for ensuring that its Authorized Users comply with the Agreement and accepts liability for their actions.

ii. Third-Party Authorized Users

  • Corporate Affiliates Utilization: Customer may authorize its Corporate Affiliates and their employees to use the Cloud Services, unless otherwise prohibited by the Order Form. Such usage by Corporate Affiliates is subject to specific conditions:
  1. Customer must have the authority to bind Corporate Affiliates to the terms of the Agreement.
  2. Increased usage due to Corporate Affiliates requires appropriate licensing.
  3. Customer and Corporate Affiliates share joint liability for their usage of the Cloud Services.
  4. A breach by Corporate Affiliates constitutes a breach by Customer.
  5. These rights for Corporate Affiliates are valid only with a valid Order Form and during its effective period. Prior written approval from Supplier is required for expanded Corporate Affiliate usage beyond countries where Customer operated at the time of executing the Order Form.
  • Third-Party Service Provider Use: Customer may authorize its third-party service providers and contractors (“Service Providers”) to use the Cloud Services as necessary for Customer’s proper use under the Agreement. The following conditions apply to Service Providers’ authorized use:
  1. These rights are valid only if Customer and Service Providers have a written agreement ensuring Service Providers comply with terms similar to those in the Agreement regarding Cloud Services usage, including license grants, restrictions, and confidentiality of Supplier’s information.
  2. Customer must have the appropriate licenses for any additional Cloud Services usage due to Service Providers.
  3. Customer remains accountable to Supplier for any actions taken by Service Providers using the Cloud Services.
  4. A breach of the Agreement terms by a Service Provider will be treated as a breach by Customer.
  5. Service Providers may not use the Cloud Services for any other parties or their own business operations.
  • Partner Use: Customer may authorize Partners to use the Cloud Services as necessary for Customer to manage its relationships with those Partners. The following conditions apply to Partners’ authorized use:
  1. These rights are valid if Customer and Partners have a written agreement ensuring Partners comply with terms similar to those in the Agreement regarding Cloud Services usage, including license grants, restrictions, and confidentiality of Supplier’s information.
  2. Customer must have the appropriate licenses for any increased Cloud Services usage due to Partners.
  3. Customer remains responsible to Supplier for any actions taken by Partners using the Cloud Services.
  4. A breach of the Agreement terms by a Partner will be treated as a breach by Customer.
  5. Customer must comply with any requests from Supplier to remove any content posted or transmitted by Partners through the Cloud Services.

b. Usage Restrictions: Customers and any other users are only permitted to access or use the Cloud Services if explicitly allowed by the Agreement. Specifically, Customers must not:

(a) attempt to decompile, reverse engineer, or extract the source code of the Cloud Services unless legally allowed;

(b) modify, enhance, alter data structures, or create derivative works from the Cloud Services;

(c) rent, sell, sublicense, or transfer the Cloud Services to third parties;

(d) provide access to the Cloud Services to anyone other than Authorized Users;

(e) upload or transmit illegal, harmful information or materials, or any harmful code;

(f) use the Cloud Services in a manner that infringes on intellectual property rights or other third-party rights, or violates the law;

(g) use the Cloud Services for competitive analysis;

(h) distribute Customer Data containing objectionable material;

(i) use data mining robots or similar methods with the Cloud Services;

(j) engage in spam, excessive data transfers, or activities that trigger spam warnings.

c. Service Changes: Auth-Analytics reserves the right to make changes to the Cloud Services at its discretion. These changes may be necessary for maintaining or improving service quality, competitiveness, cost-efficiency, performance, or compliance with legal requirements.

d. Evaluation Licenses: During the agreed Term, Auth-Analytics may offer Customers access to Cloud Services under a free trial or evaluation period (“Evaluation License”), as indicated in an Order Form or other communication referencing these GTCs. By using the Evaluation License, Customers agree to these GTCs. Evaluation Licenses are subject to the terms and conditions in the Agreement. However, unlike other provisions in the Agreement, ALL EVALUATION LICENSES ARE PROVIDED “AS IS,” WITHOUT INDEMNIFICATION, SUPPORT, OR WARRANTY OF ANY KIND. SUPPLIER INCURS NO LIABILITY TO CUSTOMER, AND THERE ARE NO LIMITATIONS ON CUSTOMER’S LIABILITY TO SUPPLIER. After the Evaluation License Term expires, it converts into an initial one-month Term for the Cloud Services. This new Term maintains the same Usage Metrics as the Evaluation License, and Customers will be billed at the current list Fees for the Cloud Services, invoiced immediately. This conversion will occur unless, before the end of the Evaluation Term, the Customer (i) arranges a different agreement with Auth-Analytics documented in an Order Form, or (ii) informs Auth-Analytics of their decision to opt-out of the Evaluation License conversion.

3. Service Offerings

a. Customer Support Services

  • Auth-Analytics provides dedicated customer support for our Cloud Services through our experienced support team. You can reach our support team via phone, email, or chat. Unless otherwise specified, support will be offered in English. Additional terms for these services can be found in the Documentation or an Order Form. Please note that our support is intended to address issues specific to our Cloud Services and does not cover employee training or third-party products.
  • We may not provide support if:

The issue is due to your failure to use the Cloud Services as specified in the Agreement or Documentation.

You have made unauthorized changes to the Cloud Services.

You use third-party components with the Cloud Services without our prior consent.

You fail to provide necessary system access as required for support.

If these conditions are breached, any time and materials used will be billed at our standard rates. Our support services are exclusively for our Cloud Services.

b. Professional Services

  • Service Scope: Auth-Analytics offers Professional Services as detailed in an Order Form or Statement of Work (SOW), in accordance with the terms of the Agreement.
  • Project Change Requests: Both parties can request changes to the SOW by submitting a Project Change Request (PCR). Upon receiving a PCR, Auth-Analytics will evaluate the financial and scheduling impacts. Both parties will review these assessments to decide on the PCR’s acceptability. We will not unreasonably reject a PCR if you agree to the additional costs and schedule changes. If agreed upon, the PCR will be executed. If not agreed within five business days, the submitting party can withdraw the PCR or terminate the SOW as per Section 11(d). Additional services due to your actions or delays will be billed at our current rates.
  • Deliverables and Acceptance: Some SOWs may specify “Deliverables,” including documents and materials prepared by Auth-Analytics for you. We grant you a license to use these Deliverables for your internal business needs, excluding new software development or modifications, which require separate agreements. You must notify us of any non-conformities in the Deliverables within ten business days of receipt. We will correct any issues at no extra charge. If no response is received within this period, the Deliverables are considered accepted.
  • Personnel: We will assign personnel to provide services and ensure their performance and compliance with the Agreement. Requests to reschedule our personnel may result in additional costs.
  • Custom Development and Enhancements: New software development or modifications are considered Professional Services and will be detailed in SOWs. Auth-Analytics retains control over the design and development of Cloud Services. Requests for modifications to the Cloud Services will be handled separately at our prevailing rates.

4. Payment

a. Fees: Customers are responsible for all fees related to Products as specified in an Order Form or Statement of Work (SOW), referred to as “Fees.” These fees follow the terms of the Agreement and any additional conditions regarding currency specified in the Order Form or SOW. Unless the Agreement states otherwise, payment obligations cannot be canceled, and Fees are non-refundable. Fees remain fixed during the Initial Term unless the Customer exceeds licensed quantities, upgrades, requests additional Products, or agrees to fee changes in an Order Form. Purchased quantities cannot be reduced during any Initial or Renewal Term. The Supplier may adjust Fees before a Renewal Term, but no more than once a year.

b. Expenses: Customers will reimburse the Supplier for all travel and related expenses incurred while providing Products. Pre-approval from the Customer is required, usually documented in an Order Form or SOW outlining a travel or expense budget.

c. Invoicing and Payment: Fees are invoiced according to the Order Form or SOW. Invoices are due upon receipt unless otherwise specified. Overdue accounts may incur interest as permitted by law. If the Supplier accepts Credit Card payments, the Customer authorizes third-party payment processing and the disclosure of payment information.

d. Taxes: Each Party is responsible for identifying and paying taxes and fees imposed on them by applicable law. The Customer pays Fees exclusive of taxes the Supplier is required to collect, such as VAT or GST, unless exempt documentation is provided timely. Payments should be made without deductions unless required by law. In such cases, the Customer will cover additional amounts to ensure the Supplier receives the full payment.

e. Disputes: Customers must raise any invoice disputes within thirty days of the invoice date. Undisputed amounts remain payable. Both Supplier and Customer will make reasonable efforts to resolve disputes within thirty days of the Supplier receiving notice.

5. Partnerships with Third Parties

a. Third-Party Content: Occasionally, third parties or the Supplier acting on their behalf may offer Customers various resources such as software, APIs, documents, data, content, specifications, products, equipment, components, websites, or professional services. These resources, collectively known as “Third-Party Content,” are compatible with or accessible through our Cloud Services but are not integrated or inseparable from them. The Supplier is not responsible for licensing, implementing, or operating Third-Party Content unless specified in an Order Form or SOW.

b. Embedded Third-Party Content: The Cloud Services may include third-party software, libraries, or code, referred to as Embedded Third-Party Content, which are integral to our services and licensed by the Supplier. Additional terms and conditions may apply to Embedded Third-Party Content as outlined in the Product-Specific Terms (PSTs). Any open source software included is subject to the respective open source licenses specified in the PSTs.

c. Customer-Partner Agreements: When using our Cloud Services in collaboration with your Partners, you agree to establish and uphold a Customer-Partner Agreement governing that relationship. This agreement should cover key aspects such as documenting Offers, dispute resolution procedures, compliance with applicable laws (including Export Laws as defined in Section 15(a) below), and explicitly state that the Supplier assumes no liability for damages arising from the Customer-Partner Agreement. If the Supplier provides sample terms and conditions for use with Partners, these are solely for reference. It is the responsibility of the Customer and Partner to ensure the adequacy of their agreement terms.

6. Intellectual Property

a. Ownership of Product and Supplier Materials: Except for the rights explicitly granted in the Agreement, Supplier retains complete ownership and intellectual property (IP) rights over the Products and Supplier Materials, including any enhancements or modifications. The Customer understands that they are being granted a license to use these items, not ownership. No sale or transfer of ownership is implied, except for the limited licenses specifically stated in the Agreement. The Customer agrees not to claim any rights against Supplier or its affiliates concerning these Products and Supplier Materials.

b. Ownership of Customer Data: The Customer retains all rights, including IP rights, to their Customer Data, except as explicitly granted in the Agreement.

c. Use of Customer Data: The Customer grants Supplier a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to access and use Customer Data to enforce the Agreement, exercise rights, and fulfill obligations. This includes the creation of Usage Data, which becomes Supplier Materials. If Usage Data is considered Customer Data, the Customer grants Supplier a non-exclusive, irrevocable, transferable, and perpetual license to use it as necessary. Additional rights may be granted through an Order Form.

d. Customer Feedback: Any feedback, suggestions, or information provided by the Customer regarding Product improvements are owned by Supplier. Customers are not required to provide such feedback.

e. Use of Marks: Each party retains ownership of its Marks. The Customer must obtain Supplier’s written consent to use Supplier’s Marks. Unless specified otherwise, the Customer allows Supplier to use its Marks in promotional materials. Supplier acknowledges no proprietary interest in Customer’s Marks but retains ownership of its promotional materials. The Customer can terminate permission for using its Marks with a 30-day notice, after which Supplier must stop using the Marks in future materials but may continue using existing materials that feature the Marks.

7. Confidentiality and Data Privacy

a. Customer Responsibilities:

Customers must comply with all relevant anti-spam and data privacy laws and regulations. They are responsible for obtaining all necessary rights and permissions to use their data with Auth-Analytics’ Products, including licensing the data to Auth-Analytics as outlined in the Agreement. Additionally, customers must maintain data integrity, implement access controls for authorized users, and secure their data against unauthorized access and loss, in line with the capabilities of Auth-Analytics’ Products. Some of these responsibilities may be shared with Auth-Analytics as specified in the Agreement.

b. Supplier Responsibilities:

  • Compliance with Privacy Laws: Auth-Analytics will adhere to anti-spam and privacy laws while performing services under the Agreement. Upon request, Auth-Analytics will provide reasonable assistance to customers to help meet their legal obligations, although additional fees may apply for professional services unrelated to Agreement breaches.
  • Data Security: If Auth-Analytics processes Personal Data, the terms of the Data Processing Agreement (DPA) available are incorporated into the Agreement. If Personal Data is not processed, Auth-Analytics will still take reasonable measures to protect customer data from unauthorized use or disclosure. In the event of a data breach within Auth-Analytics’ control, Auth-Analytics will promptly inform customers, investigate and remedy the breach, and provide necessary information to customers for their investigations.

c. Mutual Confidentiality Responsibilities:

  • Under this Agreement, both parties may access each other’s Confidential Information. Confidential Information includes any information disclosed that is: (a) marked as “Confidential” or similarly labeled if it’s in tangible form; (b) identified as “Confidential” when disclosed and confirmed in writing as such if it’s intangible; or (c) reasonably understood to be confidential based on context (such as pricing, non-public Personal Data, etc.). Confidential Information does not include information that the recipient can demonstrate: (a) was already known to them before disclosure; (b) was publicly available as of the Effective Date of the Agreement; (c) became public without any action by the recipient after the Effective Date of the Agreement; (d) was received from a third party without violating any obligations to the disclosing party; or (e) was independently developed by the recipient without breaching this Agreement.
  • Both parties agree to handle each other’s Confidential Information with the same level of care they use for their own similar information, and at a minimum, a reasonable level of care.
  • Confidential Information may only be shared with employees, subcontractors, consultants, agents, and representatives of the receiving party and its Corporate Affiliates who need it to fulfill their duties under the Agreement. These individuals must be bound by confidentiality terms no less restrictive than those in this Agreement. Each party is responsible for the actions of their employees, subcontractors, consultants, agents, and representatives, and any breaches by them will be treated as breaches by that party under Section 7. The Supplier may share the Customer’s Confidential Information with a Partner or Third-Party Content provider if necessary to support the Customer’s relationship with them.
  • Disclosing Confidential Information in response to a subpoena or other legal process is not a breach of this Section 7, provided the party receiving the process promptly notifies the other party and assists in seeking a protective order if legally allowed.
  • Both parties agree that monetary damages alone would not be sufficient in the event of a breach of these confidentiality obligations and that such a breach would cause irreparable harm. Therefore, the non-breaching party may seek injunctive relief from a court of competent jurisdiction as appropriate.

d. Sensitive Personal Information: “Sensitive Personal Information” includes financial details, sexual preferences, medical or health records protected by health data laws, biometric data for unique identification, children’s personal information protected by laws such as the US Children’s Online Privacy Protection Act (COPPA), and any other information classified similarly under applicable data protection laws. Customers must not collect, process, or store Sensitive Personal Information using our Cloud Services unless explicitly permitted through an Order Form, Statement of Work (SOW), or with prior written consent from Supplier. The signing of any agreement or addendum covering such Sensitive Personal Information (e.g., a Business Associate Addendum or Data Processing Agreement) constitutes consent.

e. Return and Destruction of Confidential Information: Upon termination or expiration of the Agreement, except where necessary for surviving rights explicitly granted in the Agreement: (i) all rights to the disclosing Party’s Confidential Information cease automatically, and the receiving Party must immediately stop accessing and using the disclosing Party’s Confidential Information; and (ii) the receiving Party must securely destroy the disclosing Party’s Confidential Information according to its sensitivity. Upon request, an officer of the receiving Party will certify this destruction in writing. However, the receiving Party may retain a copy of Confidential Information for legal requirements or as per its records retention policies, provided it maintains the restrictions outlined in this Section. Supplier is not required to retain data beyond thirty (30) days after the expiration or termination of the Agreement or Order Form.

8. Indemnity

a. Supplier’s Responsibility: Supplier will defend Customer, at its own expense, against any third-party claims, suits, or legal actions alleging that Customer’s use of a Product under the Agreement infringes on third-party intellectual property (IP) rights. Supplier will cover any resulting damages, attorney fees, and costs awarded against Customer, provided that Customer promptly notifies Supplier in writing, allows Supplier to control the defense or settlement of the claim, and provides necessary information and assistance. If Supplier believes a Product infringes third-party IP rights, Supplier may modify the Product to be non-infringing, secure rights for Customer to use the Product, or terminate the Agreement and provide a refund for the terminated Products. Supplier is not obligated to defend or indemnify against claims arising from certain circumstances as outlined in the Agreement.

b. Customer’s Responsibility: Customer will defend Supplier against any third-party claims related to Customer Data, Customer’s unlawful use of Products, or issues concerning Customer’s relationship with Partners. Customer will cover any resulting damages, fees, and costs, provided that Supplier is promptly notified, given control to defend or settle, and provided necessary support.

c. Indemnity Clause Summary: This indemnity clause details the responsibilities of both parties regarding third-party claims of IP infringement or misappropriation, establishing a clear framework for resolving such disputes.

9. Warranty & Warranty Disclaimer

a. Mutual Assurances and Disclaimer: Both Parties confirm that: (i) they are legally established, validly existing, and in good standing under the laws of their jurisdiction; (ii) they have the full authority to enter into this Agreement and fulfill their obligations, including granting necessary rights, licenses, consents, and authorizations; (iii) the Agreement has been duly authorized by all required corporate actions and is signed by an authorized representative; and (iv) once signed by both Parties, the Agreement will be a legal, valid, and binding obligation enforceable according to its terms.

b. Supplier’s Additional Assurances and Warranties:

  • Cloud Services: The Supplier guarantees that the Cloud Services will substantially conform to the current Documentation. If the Customer discovers any non-conformance and notifies the Supplier within thirty (30) days, the Supplier will make commercially reasonable efforts to correct the issue, unless the non-conformance is caused by: (A) negligence, gross negligence, or intentional misconduct by the Customer or its Authorized Users; (B) the Customer’s failure to use the Cloud Services as specified in the Agreement; (C) third-party content or other products/services not provided by the Supplier or its affiliates; or (D) harmful code, unless introduced by the Supplier’s negligence or misconduct. If the Supplier cannot resolve the issue within ninety (90) days of receiving notice (the “Remedy Period”), the Customer can terminate the license for the non-conforming Cloud Service and receive a Pro Rata Refund. This right must be exercised within fifteen (15) days after the Remedy Period ends or it will be waived.
  • Services: The Supplier ensures that services will be performed professionally and in line with industry standards. If the Customer finds any documented non-conformance and notifies the Supplier within thirty (30) days, the Supplier will make reasonable efforts to rectify it, provided the issue is not due to: (A) the Customer’s failure to meet Agreement obligations; or (B) third-party content or other products/services not provided by the Supplier or its affiliates.
  • Service Level Agreements: Any Service Level Agreements (SLAs) specified in an SOW, Order Form, or Product-Specific Terms (PSTs) are binding. Failure to meet an SLA does not constitute a breach of the Section 9(b)(i) warranty unless explicitly stated. Remedies for SLA failures are outlined in the SLAs.

c. Customer Responsibilities and Assurances: Auth-Analytics confirms to the Supplier that they have adhered to all relevant laws and regulations, especially those related to the collection and use of Customer Data under this Agreement. Auth-Analytics assures that they have the ownership or necessary rights and consents for the Customer Data, ensuring that when the Supplier receives and processes it as per the Agreement and any Data Processing Addendum (DPA), it does not infringe on any Intellectual Property (IP) Rights, privacy rights, or any other rights of third parties, nor does it violate any applicable laws or regulations. If Customer Data comes from a third party, such as a data broker, Auth-Analytics further assures that they have a written agreement with those third parties to comply with all relevant data collection and usage laws and regulations.

d. Disclaimers: Except for the warranties stated in this section and as allowed by applicable law, Auth-Analytics acknowledges that the Products and Third-Party Content are provided “as is” and “with all faults.” The Supplier disclaims all other warranties, whether express or implied, including implied warranties of merchantable quality, satisfactory quality, fitness for a particular purpose, and the use of reasonable skill and care. Specifically:

  • The Supplier does not guarantee that the Products will meet all Customer requirements or operate without interruptions or errors.
  • The Supplier makes no warranties regarding interactions between Customers and Partners facilitated by the Cloud Services or Third-Party Content.
  • The Supplier disclaims liability for third-party privacy or data security practices.
  • The Supplier’s limited warranties do not cover any Cloud Service modified by parties other than the Supplier, its affiliates, or personnel.
  • Certain jurisdictions may not allow the exclusion of certain warranties, so these disclaimers may not fully apply. Nothing in the Agreement limits any rights or remedies guaranteed by applicable law, and it is the Customer’s responsibility to determine the suitability of the Products for their needs. No other terms, conditions, representations, warranties, or guarantees, whether written or oral, express or implied, will be considered part of the Agreement or have any legal effect.

10. Limitation of Responsibility 

Our liability under the Agreement or in connection with the Products is limited to direct damages up to the amount of fees you paid us in the six months before the first incident that led to a claim. We will not be liable for any special, indirect, incidental, or consequential damages related to the Agreement or the Products. This includes lost revenue, profits, goodwill, or data (whether due to a virus or otherwise), business interruptions, failure to achieve expected savings, data corruption, or third-party claims, even if we were informed of the possibility of such damages in advance. These limitations apply regardless of how the claim arises, whether through breach of contract, negligence, or any other means, and they apply to all Order Forms, Statements of Work (SOWs), and related documents. We are not responsible for any claims resulting from interactions between you and partners, whether facilitated by our Cloud Services or otherwise. These limits of responsibility allocate risks between us and are a fundamental basis of our agreement. Our pricing reflects this risk allocation and the limitation of responsibility outlined here.

11. Term and Termination

a. Term: The initial term for any Order Form or Statement of Work (SOW) begins on the Effective Date specified and lasts for the period outlined (the “Initial Term”), unless terminated earlier according to the Agreement terms. Unless specified otherwise, the Order Form will automatically renew under the current Usage Metrics for additional periods equal to the Initial Term or one year (whichever is shorter), unless either party provides thirty days’ written notice before the end of the Initial Term or any Renewal Term. All terms remain effective during Renewal Terms unless agreed otherwise in writing. These General Terms and Conditions (GTCs) align with the Order Form or SOW incorporating them.

b. Suspension Policy

  • Non-Payment of Fees: If Customer fails to pay undisputed Fees within fifteen (15) days of written notice, Supplier may suspend Customer’s access to Cloud Services or other Services until payment is made. A past-due invoice serves as sufficient notice under this provision.
  • Misuse: If Customer misuses a Product according to the Agreement terms, Supplier may suspend access to that Product upon fifteen (15) days’ prior written notice until the issue is resolved. If the misuse poses a significant risk, Supplier may suspend access immediately without notice.
  • Additional Terms: During any suspension, Supplier retains the right to pursue other remedies as per the Agreement, and no Fees will be refunded for the suspension period. Customer loses access to Products and Supplier Materials, except with Supplier’s written consent to remedy the default.

c. Termination by Supplier: Supplier may terminate the Agreement if Customer defaults on a material term and fails to rectify it within thirty (30) days of written notice. Immediate termination is possible if Customer’s actions violate laws or cause significant harm to Supplier or its products.

d. Termination by Customer: Customer may terminate the Agreement if Supplier defaults on a material term and doesn’t rectify it within thirty (30) days of written notice, or if Supplier becomes insolvent or faces bankruptcy proceedings.

e. Effect of Termination or Expiration: Upon termination or expiration, any owed amounts become immediately due, and Customer’s access rights are revoked. Certain obligations and provisions, such as confidentiality and dispute resolution, continue after termination or expiration.

12. Assignment

Both parties agree not to transfer their rights or responsibilities mentioned in this agreement without prior written consent from the other party. However, Supplier may transfer the Agreement to any of its Corporate Affiliates without Customer’s consent, provided the Agreement remains valid and beneficial for any successor or assignee of Supplier. If Customer is acquired by a direct competitor of Supplier, sells a significant portion of its assets to such a competitor, or undergoes a change of control in favor of such a competitor, Supplier reserves the right to terminate the Agreement immediately upon written notice.

13. Governing Law

a. The applicable law for interpreting the Agreement, determining its existence, or addressing any legal disputes arising from or related to the Agreement, as well as the courts with jurisdiction over such disputes, will depend on the country of incorporation or organization of Customer. This determination will be made as follows:

  • The United States of America, Mexico, or a Country in Central or South America or the Caribbean
    • Governing Law: The laws of the State of Maryland and the federal laws of the United States applicable in that state.
    • Courts Having Jurisdiction:
      • The United States District Court for the District of Maryland (to the extent it has subject matter jurisdiction), or
      • The courts of the State of Maryland in Baltimore County
  • Canada
    • Governing Law: The laws of the Province of Ontario and the laws of Canada applicable in that province.
    • Courts Having Jurisdiction: Toronto, Ontario
  • United Kingdom or Another Country in Europe, the Middle East, or Africa
    • Governing Law: The laws of England and Wales.
    • Courts Having Jurisdiction: England and Wales
  • Australia or a Country in Asia or the Pacific Region
    • Governing Law: The laws of the State of New South Wales and the laws of the Commonwealth of Australia applicable in that state.
    • Courts Having Jurisdiction: Sydney, Australia

b. Each party agrees to the governing law mentioned above, disregarding choice or conflicts of law rules. They also agree, subject to the availability of injunctive relief under Section 5(c) (Confidentiality) and Section 12 (Dispute Resolution), to abide by the jurisdiction of the relevant courts. The parties specifically exclude the United Nations Convention on Contracts for the International Sale of Goods.

14. Disputes

If any disputes arise, both parties will designate senior management representatives to try and resolve the issue. These representatives will negotiate in good faith for thirty (30) days. If they can’t reach a resolution within that period, the dispute will be submitted to binding arbitration in the jurisdiction specified in Section 13(a). An impartial arbitrator with expertise in legal and business matters in the software industry will conduct the arbitration. The parties will equally share the arbitrator’s fees and cover their own costs, including legal fees, unless the arbitrator decides otherwise. The arbitration will be conducted in English and follow the relevant arbitration rules, in a location based on the customer’s country of incorporation. This arbitration process does not prevent either party from seeking injunctive relief.

15. General

a. Export Compliance: Auth-Analytics recognizes that its Products and related items might be subject to various export laws and regulations. We are committed to complying with these laws when using our Cloud Services or partnering with others. We certify that we are not listed on any U.S. government denied-party lists and will not permit access to our Products in embargoed countries or in violation of any export laws.

b. Anti-Corruption: We confirm that we have not received any illegal or improper benefits from the Supplier’s employees or agents related to our agreement. Reasonable business gifts and entertainment are not included in this restriction. If we become aware of any violations, we will inform the Supplier promptly.

c. Subcontractors: The Supplier may use subcontractors to provide or develop Products as necessary, but this does not relieve the Supplier of its obligations under the agreement.

d. Non-Solicitation: During the agreement and for one year after its termination, both parties agree not to recruit the other party’s employees without written consent. Exceptions include general job postings, use of search firms, or hiring individuals who have left the other party’s employment.

e. Notice Delivery: Notices must be in writing and can be delivered personally, via international shipping services, or by email with confirmation.

f. Entire Agreement; Order of Precedence; Severability: This agreement represents the entire understanding between the parties and supersedes all prior communications. It takes precedence over conflicting terms in purchase orders. If any provision is found invalid, the remaining provisions will still apply. The Supplier may update these General Terms and Conditions (GTCs) from time to time, with changes taking effect thirty (30) days after providing you with the updated GTCs via email or an invoice containing a URL to the new GTCs and a clear notification. You are responsible for reviewing these changes.

g. If you object to any significant modifications that reduce your rights or increase the Supplier’s obligations under the GTCs, you can notify the Supplier before the changes take effect. In such cases, the Supplier will negotiate in good faith or may terminate the Agreement with thirty (30) days’ notice. If the Supplier terminates, you will receive a Pro-Rata Refund for any Fees paid for the affected Products from the termination date.

h. Failure to object before the changes take effect implies acceptance of the new terms. Except for the Supplier’s right to update the GTCs, any modifications to the Agreement require a written amendment signed by both parties.

i. Waivers are only valid if in writing and signed by the issuing Party. Neither Party will be liable for delays or performance failures due to Force Majeure Events, provided reasonable efforts are made to mitigate their impact.

j. The Supplier may conduct annual audits to ensure your use of the Products aligns with the Agreement. You agree to cooperate with these audits and cover any fees for usage exceeding agreed metrics, notified within thirty (30) days. The audit will not unreasonably disrupt your normal business operations, and the Supplier will bear the audit costs except for those related to your cooperation.

k. This Agreement establishes an independent contractor relationship between Supplier and Customer, not an agency, joint venture, or partnership. This means the Supplier and its representatives act independently and are not agents or employees of the Customer, with neither Party authorized to bind the other or enter obligations on their behalf.

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