1. Ordering and Payment. “Customer” is the entity which has entered into an order form or other agreement referencing this Terms of Service (this “TOS” and such order or other agreement the “Order Form”), with an authorized reseller (the “Reseller”) or [Authority Entity] (“Authority”). The Order Form identifies a software-as-a-service product purchased by Customer (the “Service”). Customer will pay for the Service in accordance with the Order Form.
  2. Service Use. Subject to this TOS and the Order Form, including payment of amounts due in accordance with the Order Form, Authority agrees to provide customer with access to the Service for the number of units specified in the Order Form during the specified term of the Order Form (the “Order Form Term”). Customer shall not, directly or indirectly, and shall not authorize any person, to the maximum extent permitted by applicable law, to (a) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (b) translate, adapt, or modify; (c) write or develop any program based upon; (d) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, unauthorized persons to; (e) transmit unlawful, infringing or harmful data or code to or from; (f) otherwise use except as expressly permitted hereunder, in each case of (a) – (f), the Service. Except for the right to use the Service granted by Authority to Customer in this TOS, nothing in this TOS shall convey, transfer or assign any right, title or interest in Authority’s intellectual property rights. All rights not expressly granted by Authority are reserved.
  3. Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s account(s). Customer will: (i) be solely responsible for all acts, omissions, and activities of any employee, authorized user or End User who accesses or otherwise uses the Service including compliance with this Agreement; (ii) obtain and maintain all equipment and any ancillary services needed to connect to, access, or otherwise use the Service; (iii) provide Authority sufficient access to its systems as may be necessary to deliver the Service and to deliver the support; (iv) have sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Customer Data provided to Authority hereunder; (v) prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use; (vi) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; (viii) use the Service in accordance with the Documentation and (viii) adhere to the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., and similar state and federal laws, and any regulations promulgated thereunder, including obligations to obtain consent to deliver automated and prerecorded communications, when necessary, and to adhere to “Do Not Call List” requests.
  4. Suspension of Service. Authority may suspend Customer’s access to the Service for non-payment of amounts due. Unless earlier terminated, upon Customer’s full payment of all outstanding balances, Authority will resume Customer’s access to the Service. If Customer uses the Service in violation of this TOS, the Order Form, or in a way that is likely to cause material risk to Authority, Authority may suspend Customer’s access to the Service, and the parties will use reasonable efforts to address the underlying cause to resume Customer’s access.
  5. Term and Termination. Subject to this TOS and the Order Form, Authority will provide access to the Service during the Order Form Term, including as it may be renewed or terminated. Authority may terminate this TOS and Customer’s access to the Service if (a) Customer breaches the TOS or Order Form and fails to cure such breach within thirty (30) days of Authority’s or the Reseller’s notice; or (b) if applicable, the Order Form is terminated in accordance with its terms. The following sections will survive the termination or expiration of the TOS or Order Form, Sections 4, 5, and 9-14.
  6. Data Use & Retention. Authority may collect and store information and data that has been provided by Customer in connection with Customer’s use of the Service (“Customer Data”). Customer authorizes Authority to store, use and copy Customer Data for the purpose of providing the Service to Customer during the applicable Order Form Term. Authority will use reasonably prudent measures to protect Customer Data from unauthorized access. Customer hereby grants to Authority and its affiliates a worldwide, irrevocable, perpetual, royalty-free license to exploit without restriction all feedback provided by Customer regarding the Service. Authority may use log and other usage information related to Customer’s use of the Service to improve Authority’s and its affiliates’ products and Service.
  7. Technical Support. Authority’s technical support will be available to accept and respond to problem calls from Customer between the hours of 8:00 am and 10:00 pm Eastern time zone, excluding U.S. national holidays. Technical support requests received outside of such hours should be made by email to support@authoritysoftware.com. Requests made to this email address will be responded to within 24 hours.
  8. Service Availability. During the Order Form Term, Authority will use commercially reasonable efforts to make the Service available to Customer with a 99.5% uptime, excluding maintenance downtime and Force Majeure Events, measured on a calendar month basis. If Authority has failed to meet such uptime, Authority will provide to Customer a credit equal to one day of service for each day that Customer is unable to access the Service, so long as Customer has provided noticed of such inability to access with 36 hours of the applicable service interruption.
  9. Representations and Warranties. Each party represents and warrants to the other party that (i) it has the power and corporate or other entity authority to enter into and perform all obligations under this TOS and an Order Form (as applicable) and (ii) it will comply with all applicable laws in its performance of its obligations. EXCEPT AS EXPRESSLY SET FORTH IN THIS TOS, AUTHORITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. AUTHORITY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA.
  10. Confidential Information. “Confidential Information” means any information disclosed directly or indirectly by one party (the “Disclosing Party“) to the other party (the “Receiving Party“) pursuant to this TOS that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession without an obligation of confidentiality at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. As between Authority and Customer, the Service is the Confidential Information of Authority. Except as may be otherwise permitted in this TOS or an Order Form, neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this TOS and an Order Form. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except to employees of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality. Each party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party, and will take at least those measures that it takes to protect its own most highly confidential information. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.
  11. Indemnification – by Authority. Authority shall (a) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that Customer’s use of the Service as authorized in this TOS infringes the intellectual property rights of any third party, and (b) pay damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by Authority; provided that Customer provides Authority (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Authority in connection with the defense or settlement of, any such claim. If any such claim is brought or threatened, Authority may, at its sole option and expense: (a) procure for Customer the right to continue to use the applicable Service; or (b) modify the Service to make it non-infringing; or (c) if none of the foregoing is commercially practicable, terminate the applicable Service or this TOS and the Order Form Notwithstanding the foregoing, Authority will have no liability to Customer for any claim arising out of or based upon (a) the use of the Service in combination with software, products or Service not provided by Authority, (b) Customer’s failure to use the Service in accordance with this TOS, or (c) Customer Data. THIS SECTION STATES THE ENTIRE LIABILITY OF AUTHORITY, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY AUTHORITY OR ITS SERVICE.
  12. Indemnification – by Customer. Customer shall defend or, at its option, settle, any claim brought against Authority (a) alleging that Customer Data infringes or misappropriates any third party’s rights or violates applicable laws, or (b) based Customer’s use of the Service (other than a claim indemnifiable by Authority), and Customer will pay damages finally awarded against Authority (or the amount of any settlement Customer enters into) with respect to such claim defended by Customer; provided that Authority provides Customer with (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Authority may appear, at its own expense, through counsel reasonably acceptable to Customer.
  13. Limitation of Liability. EXCEPT FOR (A) A BREACH OF CONFIDENTIALITY OTHER THAN WITH RESPECT TO CUSTOMER DATA, OR (B) A BREACH OF CONFIDENTIALITY WITH RESPECT TO CUSTOMER DATA THAT WAS A RESULT OF AUTHORITY’S GROSS NEGLIGNCE OR WILFLUL MISCONDUCT, (C) OBLIGATIONS TO INDEMNIFY THE OTHER PARTY, OR (D) CUSTOMER’S BREACH OF SECTION 2, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS TOS, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) INABILITY TO ACCESS THE SERVICE; (C) PERFORMANCE RELATED DELAYS; (D) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF THE SERVICE; OR (E) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR THE SERVICE; AND (II) AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO AUTHORITY UNDER THE APPLICABLE ORDER FORM.
  14. Miscellaneous. This TOS shall be governed by the laws of the State of California and the United States without reference to conflicts of laws. No amendment of this TOS will be binding unless it has been agreed to in writing by both parties. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this TOS due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (collectively, “Force Majeure Events”). The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance. Neither party may assign this TOS or any of its rights and obligations hereunder without the prior written consent of the other; provided, however, a corporate reorganization of a party, or a merger, acquisition, or the sale of substantially all of such party assets, or change of control of a party shall not be deemed to be an assignment for the purposes of this section and this TOS may be assigned in connection with the foregoing without such consent. Any attempted assignment without such prior written consent shall be void. All notices shall be delivered to Authority via mail or courier to its then-current address and by email (nperez@authoritysoftware.com), and to Customer at its then current street and email address as provided by Customer to Authority in connection with Customer’s registration process (or as thereafter updated or revised in a writing delivered by Customer to Authority). The parties agree that this TOS, and the Order Form, comprise the entire understanding between Customer and Authority with respect to the Service and supersede any prior agreements or correspondence between the parties with respect to the subject matter of this TOS. This TOS will govern over a conflict with an Order Form, unless the Order Form says it governs. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this TOS or an Order Form. Any ambiguity in this TOS shall be interpreted equitably without regard to which party drafted hereof. The headings in this TOS are inserted for convenience and are not intended to affect the interpretation of this TOS. The relationship between the parties shall be that of independent contractors. Authority may use subcontractors. Waiver of any term of this TOS or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this TOS. Customer agrees to comply with all applicable laws and regulations related to its use of the Service.