Terms of Service.

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement between you (either an individual or an entity, "you" or "Customer") and AuthentiKate, Inc., a Delaware corporation ("AuthentiKate," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

2. Definitions

• "Services" means AuthentiKate's enterprise CKY verification platform, AuthentiKate consumer application (accessible at justauthentikate.com), websites, APIs, SDKs, and any related services, software, or features.
• "CKY" means Customer Knows You, our proprietary verification technology that enables customers to verify business identities.
• "Account" means the account you create to access and use our Services.
• "Customer Data" means any data, information, or content you submit, upload, or transmit through the Services.
• "Verification Credentials" means the verified business identity information and authentication mechanisms provided through our Services.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Provide accurate, complete, and current information

For enterprise services, you represent and warrant that you have the authority to bind your organization to these Terms.

4. Account Registration and Security

4.1 Account Creation

To access certain features of our Services, you must create an Account. When creating an Account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your Account information
• Maintain the security of your Account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your Account

4.2 Business Verification

For enterprise CKY services, you must complete our business verification process, which may include:

• Submission of business registration documents
• Verification of authorized representatives
• Compliance with Know Your Business (KYB) requirements
• Ongoing verification as we deem necessary

We reserve the right to reject or terminate any Account that fails to meet our verification standards.

4.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials. You agree to:

• Use strong, unique passwords
• Not share your Account credentials with others
• Implement appropriate security measures
• Log out of your Account when not in use

5. Use of Services

5.1 License Grant

Subject to these Terms, AuthentiKate grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

5.2 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services for any illegal, fraudulent, or malicious purpose
• Violate any applicable laws, regulations, or third-party rights
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Reverse engineer, decompile, or disassemble any part of the Services
• Remove or modify any proprietary notices or labels
• Use the Services to transmit viruses, malware, or harmful code
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest information about other users without consent
• Use automated systems to access the Services without authorization
• Resell, sublicense, or redistribute the Services without authorization
• Use the Services in a manner that could damage our reputation

5.3 Prohibited Content

You may not submit, upload, or transmit through the Services any content that:

• Is illegal, harmful, threatening, abusive, or harassing
• Infringes on intellectual property or proprietary rights
• Contains viruses, malware, or other harmful components
• Violates privacy or data protection laws
• Is false, misleading, or fraudulent

6. Enterprise CKY Services

6.1 Service Features

Our enterprise CKY services enable you to:

• Verify your business identity through our platform
• Provide Verification Credentials to your customers
• Integrate CKY verification into your business communications
• Access APIs and SDKs for implementation
• Monitor verification usage and analytics

6.2 Implementation

You are responsible for:

• Properly implementing our APIs and SDKs
• Ensuring your systems meet technical requirements
• Training your staff on proper use of the Services
• Maintaining security of integration credentials
• Communicating CKY availability to your customers

6.3 Service Level

We will use commercially reasonable efforts to maintain availability of the Services. However, we do not guarantee uninterrupted access and may suspend Services for maintenance, updates, or emergencies.

7. Fees and Payment

7.1 Pricing

Fees for enterprise services are based on the pricing plan you select. We reserve the right to modify pricing with 30 days' notice.

7.2 Payment Terms

• Fees are billed in advance on a monthly or annual basis
• Payment is due upon receipt of invoice unless otherwise agreed
• All fees are non-refundable except as required by law
• You are responsible for all taxes, duties, and similar charges
• Late payments may incur interest at the lesser of 1.5% per month or the maximum legal rate

7.3 Free Trials

We may offer free trials at our discretion. Free trials are subject to these Terms and may be limited in duration, features, or usage. We reserve the right to terminate free trials at any time.

7.4 Suspension for Non-Payment

We may suspend your access to paid Services if payment is more than 10 days overdue, after providing notice. Services will be restored upon receipt of all outstanding payments.

8. Customer Data and Privacy

8.1 Customer Data Ownership

You retain all rights, title, and interest in your Customer Data. You grant us a limited license to use Customer Data solely to provide the Services.

8.2 Data Privacy

Our collection and use of personal information is governed by our Privacy Policy. By using the Services, you consent to our Privacy Policy.

8.3 Data Security

We implement industry-standard security measures to protect Customer Data. However, you acknowledge that no system is completely secure and we cannot guarantee absolute security.

8.4 Data Processing

For enterprise customers processing personal data of EU/UK residents, our Data Processing Agreement (DPA) governs such processing and is incorporated into these Terms. The DPA is available on request from legal@authentikate.com.

9. Intellectual Property

9.1 AuthentiKate IP

The Services, including all software, algorithms, designs, trademarks, and content, are owned by AuthentiKate and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Services.

9.2 Trademarks

AuthentiKate, CKY, Customer Knows You, JustAuthentiKate, and associated logos are trademarks of AuthentiKate, Inc. You may not use these marks without our prior written consent.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us an unrestricted, perpetual, royalty-free license to use and incorporate such feedback.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and use it only for purposes of these Terms. Confidential Information does not include information that:

• Is publicly available through no breach of these Terms
• Was lawfully known prior to disclosure
• Is independently developed
• Is lawfully obtained from a third party

11. Third-Party Services

Our Services may integrate with or link to third-party services. We are not responsible for third-party services, and your use of them is governed by their terms and policies.

12. Term and Termination

12.1 Term

These Terms begin when you first access the Services and continue until terminated.

12.2 Termination by You

You may terminate your Account at any time by contacting us. Termination does not relieve you of payment obligations for Services already provided.

12.3 Termination by Us

We may suspend or terminate your access to the Services:

• For violation of these Terms
• For non-payment of fees
• If your Account poses a security risk
• If required by law
• For any reason with 30 days' notice

12.4 Effect of Termination

Upon termination:

• Your right to access the Services immediately ceases
• We may delete your Customer Data after a reasonable grace period
• You remain liable for all fees incurred prior to termination
• Provisions that by their nature should survive will continue (e.g., liability limitations, indemnification)

13. Warranties and Disclaimers

13.1 Your Warranties

You represent and warrant that:

• You have the authority to enter into these Terms
• Your use of the Services complies with applicable laws
• Your Customer Data does not violate third-party rights
• Information you provide is accurate and complete

13.2 Disclaimer of Warranties

Some jurisdictions do not allow disclaimer of implied warranties, so the above may not apply to you.

14. Limitation of Liability

14.1 Limitation of Damages

14.2 Cap on Liability

14.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Violations of applicable law that cannot be limited by contract

15. Indemnification

You agree to indemnify, defend, and hold harmless AuthentiKate, its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms
• Your violation of applicable laws or third-party rights
• Your Customer Data
• Your use or misuse of the Services
• Your negligence or willful misconduct

16. Dispute Resolution

16.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@authentikate.com to attempt to resolve the dispute informally.

16.2 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

16.3 Arbitration

Any dispute arising out of or related to these Terms that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, and judgment on the award may be entered in any court having jurisdiction.

16.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis and waive any right to participate in class actions or class arbitrations.

16.5 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Unauthorized access to systems or data

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and AuthentiKate regarding the Services.

17.2 Modifications

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be notified via email or through the Services. Your continued use after changes constitutes acceptance.

17.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

17.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

17.5 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

17.6 Force Majeure

AuthentiKate shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemic, natural disasters, or government actions.

17.7 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. embargo and are not on any U.S. government list of prohibited parties.

17.8 Relationship

These Terms do not create a partnership, joint venture, employment, or agency relationship between you and AuthentiKate.

17.9 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

18. Contact Information