Terms of Service

Effective Date: July 1, 2022
Last Updated: August 9, 2022

 

These Terms of Service and the additional policies, rules, documents and/or conditions referenced herein comprise AuthenTIX’s “Terms.” These Terms are a legally binding agreement between you and AuthenTIX LLC (together with its affiliates, subsidiaries, and each of its and their respective officers, directors, agents, partners and employees, “AuthenTIX,” “we,” “us,” or “our,”) governing your access to and use of the Services (as defined below) and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing a Site, as defined below), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity as well as yourself.

AuthenTIX Platform

AuthenTIX makes the following products, features and offerings available (collectively, the “AuthenTIX Properties” or “Services”):

1. Through mobile applications, webpages, application programming interfaces, and subdomains (“Applications”);
2. Online through AuthenTIX properties and websites including, without limitation, https://authentix.live/ (“Site(s)”); and
3. Off platform, including without limitation, RFID, entry management, sponsorship and marketing or distribution services.

These Terms apply to any Applications and/or Site(s) on which they are posted; where other terms or agreements are instead posted, those terms or agreements apply to the extent they conflict with these Terms. The materials made available by AuthenTIX in connection with the Services, including without limitation all intellectual property, information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by AuthenTIX is defined herein as the “Site Content” or “Content”. Any material (including the foregoing categories) that you contribute, provide, post or make available using the Services is “Your Content.”
When these Terms use the term “Organizer,” we mean event creators using the Services to create events displayed on the Services for consumers using our Services (a) to consume information about or attend Events (“Consumers”), or (b) for any other reason. Organizers, Consumers and third parties using our Services are all referred to in these Terms collectively as “Users,” “you” or “your.”
If you are an Organizer, Consumer, or third party interacting with our Services, there may be other policies applicable to you through a separate agreement with AuthenTIX. Some, but not all, of the terms in those agreements are duplicated in these Terms. Please be aware of additional terms and conditions displayed with certain Services that you may use from time to time as those will also be applicable to you. Further, by agreeing to these Terms, you acknowledge you have read the Privacy Policy applicable to all Users. Finally, although we may sometimes provide you with services that are not described in these Terms, or customized services, unless we have entered into a separate, signed agreement that expressly supersedes these Terms, these Terms will apply to such customized services as well.

Privacy Information

AuthenTIX takes the privacy of our Users very seriously. For the current AuthenTIX Privacy Policy, please click here.
If you are an Organizer, you represent, warrant and agree that you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.

Applicability of Terms

These Terms apply to you as soon as you access the Services by any means and continue in effect until they are expressly terminated by us. When either you or AuthenTIX decide to terminate the relationship as described below, these Terms will generally no longer apply. However, as described below certain provisions will always remain applicable to both you and AuthenTIX.
AuthenTIX may terminate your right to use the Services at any time if: (i) you violate or breach these Terms; (ii) you misuse or abuse the Services, or use the Services in a way not intended or permitted by AuthenTIX; or (iii) allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose AuthenTIX to legal liability. AuthenTIX may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in AuthenTIX’s sole discretion, failure to do so would materially prejudice you. You agree that AuthenTIX will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
Except to the extent you have agreed otherwise in a separate written agreement between you and AuthenTIX, you may terminate your access to the Services and the general applicability of Terms by deleting your account with AuthenTIX. If you are a Consumer using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and AuthenTIX governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).

Your Account with AuthenTIX

We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with AuthenTIX or use the Services, including the following:

1. You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. If you are under 13 years of age, please do not provide us with any information about yourself and discontinue your use of the Service.
2. You agree to provide true, accurate, current, and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the “Registration Data”). You also agree to promptly update this Registration Data if it changes.
3. If there is a dispute between two or more persons or entities as to account ownership, AuthenTIX will be the sole arbiter of that dispute and AuthenTIX’s decision (which may include termination or suspension of the account) will be final and binding.
4. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant AuthenTIX all permissions and licenses provided in these Terms.
5. You agree to immediately notify AuthenTIX of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.

Your Content

You hereby grant AuthenTIX a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including AuthenTIX’s promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, AuthenTIX does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms will restrict any rights that you may have to use and exploit Your Content outside of the Services.
You represent and warrant that you have all the rights, power, and authority necessary to grant the foregoing license, and that all Your Content: (a) does not infringe, violate, misappropriate, or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national, and other laws, rules, and regulations; and (c) does not violate these Terms.
You are solely responsible for Your Content. Your Content must be accurate and truthful. AuthenTIX reserves the right to remove Your Content from the Services if AuthenTIX believes in its sole discretion that it violates these Terms or for any other reason. AuthenTIX may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of AuthenTIX both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer any relevant agreement, including without limitation, these Terms; or (d) protect the rights, property, or personal safety of AuthenTIX, its users, or the public, including fraud prevention.

License to the AuthenTIX Services

License to Services
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use our Services solely to: (a) browse the Services and search for, view, register for, or purchase tickets or registrations to an event listed on the Services; and/or (b) create event registration, organizer profile, and other webpages to promote, market, manage, track, and collect sales proceeds for an event.
Your use of the Services must be in compliance with these Terms and in compliance with all applicable local, state, provincial, national and other laws, rules and regulations.
Restrictions on License
Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly: (a) copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Services and/or Site Content; (b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services and/or Site Content; (c) rent, lease, resell, distribute, use the Services and/or Site Content for other commercial purposes not contemplated, or otherwise exploit the Services and/or Site Content in any unauthorized manner; (d) remove or alter any proprietary notices on the Services and/or Site Content; or (e) engage in any activity that interferes with or disrupts the Services in our sole discretion.

Our Intellectual Property and Copyrights:
You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. AuthenTIX may own the Site Content or portions of the Site Content may be made available to AuthenTIX through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of AuthenTIX and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.

Trademarks
The trademarks, service marks and logos of AuthenTIX (the “AuthenTIX Trademarks”) used and displayed in connection with the Services and/or Site Content are registered and unregistered trademarks or service marks of AuthenTIX. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with AuthenTIX Trademarks, the “Trademarks”). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of AuthenTIX specific for each such use. The Trademarks may not be used to disparage AuthenTIX, any third party or AuthenTIX’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless AuthenTIX approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any AuthenTIX Trademark will inure to AuthenTIX’s benefit. Site Content may also be protected by copyrights owned by AuthenTIX and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.

NFTs and Virtual Goods
You understand that at times you may “earn” “buy” or “purchase” (a) virtual currency, including but not limited to virtual coins, cash, tokens/NFTs, or points, all for use in the Services; or (b) virtual in-game items (together with virtual currency, “Virtual Goods”). Please note that you do not in fact “own” the Virtual Goods, and the amounts of any Virtual Goods do not refer to any credit balance of real currency or its equivalent. By purchasing or receiving any Virtual Goods, all that you receive is a limited license to use them as part of the Services. Virtual Goods are not redeemable for cash, cannot be purchased for cash, and have no cash value, and you may not transfer Virtual Goods you have earned to any other user unless expressly allowed by us and only in accordance with applicable law. You may not sell or transfer, or attempt to sell or transfer, Virtual Goods, except as specifically permitted as part of the Services. We do not provide refunds for Virtual Goods, and Virtual Goods may never be redeemed or sold by you for “real world” money, goods, services or anything of monetary value. Any purchase or sale of Virtual Goods you make, accept or facilitate outside of the Service will be entirely at your own risk. We do not control or endorse purchases or sales of Virtual Goods outside of the Service. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in Virtual Goods outside of the Service.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the art, design, and drawings, in any form or media, that may be associated with a Virtual Good (collectively, the “Art”) you own in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Virtual Good to advertise, market, or sell any third party product or service; (c) use the Art for your Virtual Good in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Virtual Good in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Virtual Good; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Virtual Good; or (g) otherwise utilize the Art for your Virtual Good for your or any third party’s commercial benefit.
If the Art associated with your Virtual Good contains the intellectual property of a third party, you understand and agree as follows: (a) that you will not have the right to use such intellectual party in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of such intellectual property, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice.

Obligations for Event Organizers

If you are an Organizer, without limiting the generality of any representations or warranties provided elsewhere in these Terms, you represent and warrant to us that: (a) you and your affiliates will obtain, prior to the start of ticket sales, all applicable and necessary licenses, permits, and authorizations (individually and collectively, “Licensure”) with respect to events hosted by you or your affiliates on the Services; (b) you and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances; (c) you will only request that AuthenTIX offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any state, county, municipal or other local authority’s authorization of the event, traffic engineering authorizations, fire department inspection reports, authorization to receive minors (if applicable), sanitary authorization (if applicable), and any other potential applicable authorization; (d) you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for you to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services; (e) you agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of AuthenTIX from time to time; and (f) without limiting the generality of any release provided under these Terms, as a material inducement to AuthenTIX permitting you to access and use the Services, you agree to release AuthenTIX, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys’ fees, known and unknown, arising out of or in any way connected with your or your affiliates’ Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.

Fees and Refunds

Our Fees
Creating an account, listing an event and accessing the Services are free. However, we charge fees when you sell or buy paid tickets or registrations. These fees may vary based on individual agreements between AuthenTIX and certain Organizers. The fees charged to Consumers may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. For this reason, the fees paid by Consumers for an event are not necessarily the same as those charged by AuthenTIX to the applicable Organizer or the standard fees described on the Services to Organizers. In addition, certain fees are meant, on average, to defray certain costs incurred by AuthenTIX, but may in some cases include an element of profit and in some cases include an element of loss. AuthenTIX does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.

Ticket Sharing
In general, you are able to share tickets you purchased through the Services. This can be done any time before the event date. In some circumstances, you may need contact the Organizer of an event to arrange for ticket transfer. If you are unable to reach the Organizer, or the Organizer is unable to arrange a ticket transfer, please contact us at [email protected].

Refunds

Because all transactions are between an Organizer and its respective attendees, we request that all Consumers contact the applicable Organizer of their event with any refund requests. The decision about cancellation and refunds rests entirely with the Organizer and can therefore differ per event and per Organizer. If a Consumer receives a refund and the Organizer confirm such refund is correct, AuthenTIX will refund the money to the account used to buy the tickets.

Email Tools

AuthenTIX may make available to you features and tools that allow you to contact your Consumers, other users of the Services, or third parties via email (the “Email Tools”). If you use Email Tools, you represent and agree that: (a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient’s country of residence; (b) your emails are not sent in violation of any privacy policy under which the recipient emails were gathered; (c) you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive; (d) you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed by you on the Services; (e) your use of the Email Tools and the content of your emails complies these Terms; (f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools; (g) you will respond immediately and in accordance with instructions to any Consumer sent to you by AuthenTIX requesting you modify such Consumer’s email preferences; and (h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, AuthenTIX may, at its sole discretion and without limitation of any other legal or contractual remedies it has, limit or suspend your access to the Email Tools.

Indemnification

To the fullest extent You agree to cover, defend, represent, indemnify, and hold harmless AuthenTIX if you use the Service in a way that causes AuthenTIX to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.
You agree to indemnify and hold AuthenTIX and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and (d) if you are an Organizer, your events (including where AuthenTIX has provided Services with respect to those events), provided that the foregoing will not apply to the extent that the Claim arises out of AuthenTIX’s gross negligence or willful misconduct.
AuthenTIX will use reasonable efforts to provide notice to you of any such Claim, provided that the failure or delay by AuthenTIX in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, AuthenTIX may choose to handle the Claim ourselves, in which case you agree to cooperate with AuthenTIX in any way we request.

Warranty Disclaimer

To the extent permitted by applicable laws, the Services are provided on an “as is” and “as available” basis. AuthenTIX expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, with limitation to the foregoing, AuthenTIX makes no warranty that: (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that AuthenTIX has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer’s personal information shared with Organizers in connection with events) or the ability of any User to perform or actually complete a transaction. AuthenTIX has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that AuthenTIX requires to provide the Services, that an Organizer chooses to assist with an event, or that you choose to contract with when using the Services. You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily.
The foregoing disclaimers apply to the maximum extent permitted by law. The duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.

Release; Limitation of Liability

You hereby agree to release AuthenTIX from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
To the extent permitted by applicable laws, or as otherwise set forth herein, AuthenTIX and any person or entity associated with AuthenTIX’s provision of the Services (e.g., an affiliate, vendor, strategic partner, or employee) (“Associated Parties”), will not be liable to you or any third party, for: (a) Your Content; and/or (b) any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if AuthenTIX has been advised of the possibility of such damages).
In addition, other than the obligation of AuthenTIX to pay out event registration fees in certain circumstances, the maximum aggregate liability of AuthenTIX or Associated Parties is limited to the following: (a) or Organizers of events with paid tickets, and subject to the terms of the any agreement between the Organizer and AuthenTIX, the fees (net of AuthenTIX Payment Processing Fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and (b) or Organizers of events with free tickets only, Consumers or other Users, (i) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (ii) if you made no such purchases, one hundred U.S. dollars ($100).
Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Georgia law.

Notices

Notices to you may be sent via email for AuthenTIX’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact AuthenTIX or deliver any notice, you can do so at [email protected].

Modifications to the Terms or Services

AuthenTIX reserves the right to modify these Terms from time to time (collectively, “Modifications”). If we believe in our sole discretion that the Modifications are material, we will inform you about them by doing one (or more) of the following: (a) posting the changes through the Services; (b) updating the “Last Updated” date at the top of this page; or (c) sending you an email or message about the Modifications.
Modifications that are material will be effective five (5) days following notice to you in accordance with the foregoing. Modifications that are non-material or which do not impose any additional burdens or obligations on you will be effective immediately.
You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms.
AuthenTIX is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. AuthenTIX reserves the right modify, replace or discontinue any part of the Services or the entire Service.

Third Party Websites and Offers

The Services may provide, or Users may provide, links to other Internet websites or resources. Because AuthenTIX has no control over such websites and resources, you acknowledge and agree that AuthenTIX is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, offers, products, services, or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with AuthenTIX partners or third party service providers.

Assignment

We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms, including to an affiliate or to another entity in connection with a corporate transaction or otherwise.

Entire Agreement

Except as otherwise set forth herein, these Terms constitute the entire agreement between you and AuthenTIX and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and AuthenTIX on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of AuthenTIX relating to a specified event or events.

Applicable Law and Jurisdiction

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. AuthenTIX is based in Atlanta, Georgia, and any legal action against AuthenTIX related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Georgia. Thus, for any actions not subject to arbitration, you and AuthenTIX agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in Georgia.

Additional Miscellaneous Provisions

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.