Terms of Service & Conditions
1. Accepting the Agreement
Please read these Terms and Conditions ("Agreement", "Terms and Conditions") carefully before using www.authenticatestaff.com ("the Site", "System") operated by Authenticate Staff ("us", "we", or "our"). This Agreement sets forth the legally binding terms and conditions for your use of the Site at http://www.authenticatestaff.com. By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement. By entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you do not have such authority, or if you do not consent to the terms, do not register on the site and if you have already registered cancel your account immediately.
Authenticate Staff's software automates the delivery of appointment reminders, staff profiles, arrival times, up-selling tools, surveys and more via SMS, email or automated call. Customer access is provided via a web portal and API integration. Authenticate Staff provides its services subject to the terms and conditions contained in these Terms of Service (this "Agreement"). To become eligible to use Authenticate Staff's services under this Agreement, you must review and accept the terms of this Agreement by clicking on the "I Accept" button or other mechanism provided.
3. The System
3.1 Use of the System. During the Term, Customer may access and use the System pursuant to: (a) the terms of any outstanding Order, including such features and functions as the Order requires; and (b) Authenticate Staff's policies posted on its Website at www.authenticatestaff.com, as such policies may be updated from time to time.
3.2 Service Levels. Authenticate Staff shall provide the remedies listed in the SLA for any failure of the System listed in the SLA. Such remedies are Customer's sole remedy for any failure of the System, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Vendor is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
3.3 Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users' use of the System.
3.4 System Revisions. Authenticate Staff may revise System features and functions or the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. If any such revision to the SLA materially reduces service levels provided pursuant to an outstanding Order, the revisions shall not go into effect with respect to such Order until the start of the Term beginning 45 or more days after Authenticate Staff posts the revision and so informs Customer.
3.5 Customer's Clients. Subject to the provisions below of this Section 2.5, Customer may authorize Customer's Clients to access and use the System in such numbers and according to such restrictions as are set forth in the applicable Order, solely for the following purposes: appointment confirmation related tasks . Customer shall: (a) provide complete name and contact information for each proposed Customer's Client upon or before providing such access, and update such information as soon as it become aware of a change; and (b) require that each Customer's Client execute the then-standard Client ToS. Customer shall make no representations or warranties regarding the System or any other matter, to Customer's Clients or Users or any other third party, from or on behalf of Authenticate Staff, and Customer shall not create or purport to create any obligations or liabilities for Authenticate Staff. Authenticate Staff may reject any proposed Customer's Client for any reason that does not violate applicable law, in its sole discretion. Customer shall be jointly and severally liable to Authenticate Staff for Customer's Client's compliance with the Client ToS. Authenticate Staff shall have no obligation to provide support or other services, SLA remedies, or other remedies to Customer's Clients.
4. Representation & Warranties
4.1 From Authenticate Staff. Authenticate Staff represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Authenticate Staff's representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Authenticate Staff. In the event of a breach of the warranty in this Section 8.1, Authenticate Staff, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer's right to terminate for breach where applicable, the preceding sentence states Authenticate Staff's sole obligation and liability, and Customer's sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
4.2 From Customer.
Re Customer Itself. Customer represents and warrants that: (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (ii) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (iii) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
4.3 Re Customer's Clients.
Customer represents and warrants that, to the best of its knowledge: (i) each Customer's Client will have the full right and authority to enter into, execute, and perform its obligations as required under this Agreement and the Client ToS, with no pending or threatened claim or litigation that would have a material adverse impact on its ability so to perform; (ii) Customer will accurately identify each Customer's Client and will not provide any inaccurate information about a Customer's Client or other User to or through the System; and (iii) each Customer's Client will be a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
4.4 Warranty Disclaimers. 1.1. Except to the extent set forth in the SLA and in Section 8.1 above, CUSTOMER ACCEPTS THE SYSTEM "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) Authenticate Staff HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) Authenticate Staff DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) Authenticate Staff DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
5. Customer's Responsibilities & Restrictions.
5.1 Acceptable Use. Customer shall comply with the AUP. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System, except Customer's Clients as specifically authorized by this Agreement; (b) provide System passwords or other log-in information to any third party, except Customer's Clients as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Authenticate Staff may suspend Customer's access to the System without advanced notice, in addition to such other remedies as Authenticate Staff may have. Neither this Agreement nor the AUP requires that Authenticate Staff take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Authenticate Staff is free to take any such action it sees fit.
5.2 Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Authenticate Staff immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
5.3 Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
5.4 Customer's Clients & Other Users; System Access. Customer is responsible and liable for: (a) Customer's Clients' and other Users' use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer's account, whether authorized or unauthorized.
5.5 Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Authenticate Staff's computers or other media, any data ("Excluded Data") regulated pursuant to US Government and any country or organization of nations within whose jurisdiction it operates or does business (the "Excluded Data Laws"). CUSTOMER RECOGNIZES AND AGREES THAT: (a) Authenticate Staff HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) Authenticate Staff'S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
5.6 Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 5, Authenticate Staff may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. ("Aggregate Data" refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users.)
6. Intellectual Property Rights and Feedback
6.1 IP Rights to the System. Authenticate Staff retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.
6.2 Feedback. Authenticate Staff has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer, Customer's Clients, or other Users provide to Authenticate Staff, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Authenticate Staff's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the Customer's Client or other User in question. "Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Authenticate Staff's products or services.
7.1 Fees. Customer agrees to pay the usage fees set forth in the Rate Schedule provided by Authenticate Staff prior to signup. Authenticate Staff will not be required to refund the Subscription Fee under any circumstances.
7.2 Net of Taxes. Unless otherwise stated in the Rate Schedule, all applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against Authenticate Staff, will be payable by Customer. Customer will not withhold any taxes from any amounts due to Authenticate Staff.
7.3 Payments. You will provide us with valid and updated payment information for example credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to us, you authorize us to charge such credit card for all Services listed in the subscription order. Such charges shall be made in advance, either annually or monthly in accordance with the billing frequency stated in the subscription order.
7.4 Invoicing. Subject to certain credit requirements as determined by Authenticate Staff, Authenticate Staff may agree to allow Customer to pay amounts due hereunder in arrears. In such event, Customer will make all of the payments due hereunder within 30 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 10 days of written notice of the non-payment, then Authenticate Staff may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.
7.5 Disputes. Customer will notify Authenticate Staff in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will provide such notice to Authenticate Staff within 60 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 60 day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.
7.6 Suspension. Customer acknowledges that, in the event Customer's usage exceeds the amounts prepaid by Customer or any other failure to pay amounts due as described in this Section 3, Authenticate Staff will be entitled tosuspend the Authenticate Staff Services associated with Customer's account without prior notice to Customer. Authenticate Staff will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of Authenticate Staff Services pursuant to this Section 3.
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
8.1 Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice, effective in 30 days unless the other party first cures such breach. Without limiting Authenticate Staff's other rights and remedies, Authenticate Staff may suspend or terminate a Customer's Client's or other User's access to the System at any time, without advanced notice, if Authenticate Staff reasonably concludes such Customer's Client or other User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects Authenticate Staff to potential liability.
8.2 Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 4.2 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
9. Links To Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by Authenticate Staff.
10. Governing Law
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Georgia, United States, without giving effect to any principles of conflicts of law.
11. Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.
Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.
12. Customer Responsibility and Passwords
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Authenticate Staff immediately of any unauthorized use of your account or any other breach of security. Authenticate Staff will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Customer warrants and represents that: (i) the content to be transmitted by or on behalf of Customer does not constitute SPAM; (ii) the content to be transmitted by or on behalf of Customer is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) Customer has complied and will comply with all applicable laws respecting its execution and performance of this Agreement. The Authenticate Staff Service receives data from third-party software systems, which will be designated by Customer in the process of setting up the Authenticate Staff Service. If Customer elects to change, upgrade or materially alter the third party software system from which Authenticate Staff receives data, Authenticate Staff does not guarantee that all Customer Data or Service functionality will be preserved. Customer is responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Authenticate Staff's ability to receive and process Customer Data. In addition, Customer is responsible for providing Authenticate Staff with accurate instructions and information regarding the third party systems and databases that the Service will interface with, and bears all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and Customer databases conveyed to Authenticate Staff in connection with its set up or maintenance of the Service.
Customer shall defend, indemnify, and hold harmless Authenticate Staff and the Authenticate Staff Associates (as defined below) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Customer's Clients or other Users or by Customer's or Customer's Clients' employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer's account, including without limitation by Customer Data; and (d) claims that use of the System through Customer's account, including by Customer's Clients or other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Authenticate Staff's negligence. Customer's obligations set forth in the preceding sentence include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. Authenticate Staff will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The "Authenticate Staff Associates" are Authenticate Staff's officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
14. Staff Survey Data
You agree that you are legally authorized to collect performance survey data for your employees. By consenting to this Agreement you grant to Authenticate Staff an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, sell, reproduce, display, publicly perform, transmit, make derivative works of, and distribute Staff Survey Data. This data would be used to create industry performance standards as well as allow companies to search for staff performance data for hiring purposes.
This Agreement will be in force for a term of 12 months beginning on the Subscription Start Date. This Agreement will AUTOMATICALLY RENEW each year for 12-month periods on the anniversary of the Subscription Start Date ("Renewal Date"). Thereafter, the Term will renew for successive periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org