THESE AUTHORIUM INC. TERMS OF SERVICE, TOGETHER WITH ITS APPROPRIATE USE POLICY, AND ITS PRIVACY POLICY (TOGETHER THE “TERMS”) GOVERN CUSTOMER’S USE AND ACCESS OF THE SERVICES (DEFINED BELOW) AND ARE INCORPORATED INTO THE ORDER FORM ACCEPTED BY THE CUSTOMER AND AUTHORIUM (TOGETHER WITH THESE TERMS, THE “AGREEMENT”). BY ACCESSING AND USING THE SERVICES, CUSTOMER AGREES TO THESE TERMS
IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, IT MUST STOP USING THE SERVICES AND MUST NOT ENTER INTO AN ORDER FORM WITH AUTHORIUM.
IF CUSTOMER IS BUYING THROUGH A RESELLER, AUTHORIUM IS NOT A PARTY TO THE AGREEMENT BETWEEN THE CUSTOMER AND THE RESELLER (“RESELLER AGREEMENT”) AND THE RESELLER AGREEMENT IS NOT BINDING UPON AUTHORIUM. ANY DISPUTES BETWEEN RESELLER AND CUSTOMER UNDER THE RESELLER AGREEMENT SHALL BE HANDLED DIRECTLY BETWEEN CUSTOMER AND THE RESELLER. CUSTOMER’S USE OF THE SERVICES WILL BE SUBJECT TO THESE TERMS ONLY APART FROM PRICE, PAYMENT AND OTHER TERMS SPECIFIED IN THE SEPARATE AGREEMENT BETWEEN CUSTOMER AND RESELLER. RESELLERS HAVE NO AUTHORITY TO MODIFY ANY OF THESE TERMS, AND MAY NOT GRANT CUSTOMER ANY RIGHTS TO THE SERVICES BEYOND WHAT IS SET FORTH IN THE ORDERING DOCUMENTATION BETWEEN AUTHORIUM AND RESELLER.
THESE TERMS APPLY TO ANY “FREE TRIAL,” “PREVIEW” OR “BETA” OFFERINGS BY AUTHORIUM, BUT SUCH OFFERINGS ARE PROVIDED AS-IS AND NO WARRANTIES OR SERVICE LEVELS APPLY. AUTHORIUM MAY TERMINATE ANY “FREE TRIAL,” “PREVIEW OR “BETA” OFFERINGS AT ANY TIME UPON NOTICE TO CUSTOMER.
“Capacity” means the limits, licenses, levels, or quantities under an Order Form.
“Authorium” means Authorium Inc., 425 California Street, Suite 1350, San Francisco, CA 94104, legal@authorium.com (legal notices) and accounts_receivable@authorium.com (invoices).
“Customer” means the entity identified under an Order Form that has contracted to purchase the Services directly through Authorium or through a Reseller, subject to the conditions of these Terms. Where a Reseller is using and accessing the Services for its own purposes as expressly permitted by Authorium, Reseller shall be considered Customer.
“Customer Data” means all data and materials that Customer provides to Authorium through Customer’s use of the Services. Customer Data excludes a Customer’s feedback.
“Documentation” means the commercial technical documentation that relates to the Services.
“Non-Authorium Products and Services” means are products and services not provided by Authorium.
“Order Form” means (1) the ordering document specifying the Services to be provided to the Customer (which incorporates these Terms by reference), including any addenda, supplements, or additional product or quote special terms for the Services as required by Authorium and (2) the accompanying Purchase Order.
“Order Form Term” means the start date and end date of the Services set forth in the Order Form. Any Purchase Orders issued by Customer or Reseller must reflect the Order Form Term presented by Authorium.
“Professional Services” means the Authorium professional services ordered by Customer under an Order Form to set-up, configure, train and implement the Customer’s Service subscriptions under a separate Statement of Work. Professional Services excludes Non-Authorium Products and Services.
“Purchase Order” means a purchase document which is issued by the Customer (direct purchase) or the Reseller (if an indirect purchase) naming Authorium as a payee against the Authorium quote for the Services.
“Reseller” means an entity authorized to resell the Services to the Customer and with whom the Customer has a direct contract to buy the Services.
“Services” means those Authorium products and services ordered by the Customer under an Order Form, expressly excluding Non-Authorium Products and Services.
“Statement of Work” means a Authorium-approved implementation plan or statement of work describing any Professional Services to be provided and applicable Specifications.
“Specifications” means the technical requirements describing the results of the Professional Services to be provided under a Statement of Work.
“Users” means an individual who is authorized by Customer to use a Service solely for the benefit of Customer and for whom Customer has purchased a license. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.
Subject to these Terms, Customer will be provided access to the Services under an Order Form for the Order Form Term for use up to the Capacity. Customer may not reduce the Capacity of the Services stated in the Order Form during the Order Form Term. If Customer exceeds the Capacity set forth in the Order Form at any time during the Order Form Term, Authorium may contact the Customer directly to (i) require a change order to purchase additional Services, or (ii) request that the Customer’s use of the Services be reduced to meet the Capacity in the Order Form. If Customer desires to add new Services or additional Capacity prior to the expiration of the Order Form Term, Authorium may choose in its discretion to prorate the fees for the added Services and/or Capacity to be coterminous with the Customer’s Order Form Term. Authorium may remotely monitor and audit usage of the Services to support and ensure compliance with the terms of the Agreement.
Customer must register for and maintain an account with Authorium to use the Services. As part of Customer’s use of the Service, Customer is responsible for:
Each set of login credentials for the Services may be used only by a single, individual User. Customer agrees to promptly notify Authorium of any unauthorized access or use of which Customer become aware. Customer will be responsible for all use and misuse of the Services that occurs under Customer’s or Customer’s User’s login credentials, including by third parties using the Services on Customer’s behalf.
These Terms do not include the right of the Customer or its Users to: (i) operate or use the Services on behalf of other entities or persons (e.g., operate as a service bureau) other than as may be approved by Authorium (to be granted or denied in Authorium’s discretion); (ii) modify or otherwise make any derivative uses of the Services, or any portion thereof; or (iii) use of the Services other than for their intended purposes; (iv) access for purposes of monitoring availability, performance or functionality, creating or enhancing a competitive product, or for any other benchmarking or competitive purposes; (v) disassemble, reverse engineer, or decompile the Services; (vi) remove or modify a copyright or other proprietary rights notice in the Services; (vii) use the Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; (viii) access or disable any Authorium or third-party data, software, or network; or (ix) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use the Services to access or use any of the intellectual property of Authorium or third parties except as expressly permitted under these Terms, or Authorium’s Documentation.
Authorium may provide access to one or more application-programming interfaces (API or Connectors) as part of the Services or under an Order Form. Subject to these Terms, Authorium grants Customer a limited, non-exclusive, nontransferable, terminable license to interact only with the Services as allowed by the API.
Authorium regularly updates Services, pricing and SKUs. For Services, some of these changes will occur automatically, while others may require Customer to schedule and implement the changes. Authorium will provide Customer with reasonable advance notification in the event Customer have to implement such changes. The changes may also mean that Customer need to upgrade Customer’s equipment or technology to make use of the Services. For changes made by Authorium to its pricing and SKUs, the changes will become effective upon renewal of Customer’s Order Form and will require a new quote for existing Services.
Authorium regularly updates Services, pricing and SKUs. For Services, some of these changes will occur automatically, while others may require Customer to schedule and implement the changes. Authorium will provide Customer with reasonable advance notification in the event Customer have to implement such changes. The changes may also mean that Customer need to upgrade Customer’s equipment or technology to make use of the Services. For changes made by Authorium to its pricing and SKUs, the changes will become effective upon renewal of Customer’s Order Form and will require a new quote for existing Services.
If a Authorium support and maintenance package is ordered as part of the Services under an Order Form, such support and maintenance shall be available only in connection with Customer’s use of the Services during the Order Form Term and in accordance with the program levels as expressly described under an Order Form.
Customer may be provided with access to certain third-party technology, applications or web-based components as part of the Services (example without limitation, third-party hosted platforms or other software applications, stock photos, data, and third-party maps) (Third-Party Services). Such Third-Party Services are provided to Customer directly by the applicable licensors (Third-Party Service Providers). Customer must agree to such Third-Party Services terms of use as presented to Customer by the Third-Party Service or by Authorium upon the initial login to that Service or module if Customer choose to use those Third-Party Services. Such Third-Party Services will be solely governed by such third-party service terms of use provided to Customer as part of the Third-Party Services, and are provided AS-IS. Customer cannot grant third parties’ access to the Third-Party Services available through the Services unless Customer have a separate agreement directly with the Third-Party Service Providers.
Customer may be provided with access to certain third-party technology, applications or web-based components as part of the Services (example without limitation, third-party hosted platforms or other software applications, stock photos, data, and third-party maps) (Third-Party Services). Such Third-Party Services are provided to Customer directly by the applicable licensors (Third-Party Service Providers). Customer must agree to such Third-Party Services terms of use as presented to Customer by the Third-Party Service or by Authorium upon the initial login to that Service or module if Customer choose to use those Third-Party Services. Such Third-Party Services will be solely governed by such third-party service terms of use provided to Customer as part of the Third-Party Services, and are provided AS-IS. Customer cannot grant third parties’ access to the Third-Party Services available through the Services unless Customer have a separate agreement directly with the Third-Party Service Providers.
a. Payment Terms.
b. Late Fees. If any undisputed Services fees are not received from Customer by the due date, then at Authorium’s discretion, such charges may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes.
c. Suspension for Non-Payment. Authorium may suspend the Services with ten (10) days’ prior notice due to (1) non-payment; or (2) failure to provide a satisfactory and sufficient purchase order (if one is required for payment). If Customer is going through a Reseller, and that Reseller fails to pay Authorium, Authorium may pursue the payment directly from Customer.
d. Disputes. If Customer disputes an invoice, Customer must do so within 15 days of the receipt thereof to accounts_receivable@authorium.com. The parties will work together in good faith to resolve such disputes within 30 days of Authorium’s receipt of such notice.
e. Payment upon Termination. Termination shall not relieve Customer (or Reseller) of the obligation to pay any fees accrued or payable to Authorium prior to the effective date of termination.
Subject to the prior written consent of Customer and in accordance with applicable law, Authorium may use our name, trademark or logo on Authorium’s website, on publicly available customer lists, and in media releases to identify Customer as a customer of Authorium. Subject to pre-publication review, Customer may agree to participate with Authorium in the development and publication of a press release announcing the launch of the Services, a case study, and reasonable requests for participation in live events highlighting Customer’s use of the Services. Customer may withdraw Customer’s permission to use Customer’s name, trademark, or logo on any Authorium materials at any time with 30 days’ prior written notice.
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