typeauth Terms of Service
By agreeing to (or issuing a purchase order in relation to) a Services quote, order form
or other ordering document or Services-related agreement with typeauth or one of its
channel partners, or otherwise proceeding through an online sign-up, or subscription flow
that references these terms (each an “Order Form”) or otherwise registering for, accessing
or using the Services, Customer unconditionally accepts and agrees to all of the terms of
this Agreement. By entering into this agreement on behalf of a company or other legal
entity, Customer represents that it has the authority to bind such entity and its
affiliates to the terms of this Agreement, and, accordingly, the term "Customer" shall
refer to such entity and its affiliates.
Please note that typeauth may modify the terms and conditions of this Agreement in
accordance with Section 1.2.
1. Services And Support
1.1 typeauth, LLC. (“typeauth”) provides its cloud based user authentication and customer
onboarding platform and services, which may include software, client applications, SDKs,
APIs, and hosted subscription services (collectively “Service(s)”) to you (“Customer”)
pursuant to these Terms of Service (the “Agreement”). If Customer does not have such
authority, or Customer does not agree to all of the terms of this Agreement, Customer may
not use the Services. Subject to the terms of this Agreement, typeauth will use
commercially reasonable efforts to provide Customer (a) the Services solely for Customer’s
internal business operations in accordance with the terms, limitations and restrictions of
each Order Form, and (b) reasonable support services in accordance with typeauth’s
standard practices. Capitalized terms not defined herein shall be given the meaning set
forth in the applicable Order Form.
1.2 typeauth reserves the right to change or modify portions of this Agreement at any
time. If typeauth does so, it will post the changes on this page and will indicate at the
top of this page the date this Agreement was last revised. typeauth will also notify
Customer, either through the Services user interface, in an email notification or through
other reasonable means. Any such changes will become effective no earlier than fourteen
(14) days after being posted, except that changes addressing new functions of the Services
or changes made for legal reasons may become effective immediately. Customer’s continued
use of the Service after the date any such changes become effective constitutes acceptance
of the new Agreement.
1.3 From time to time, Customer may be invited to try certain services at no charge for a
free trial or evaluation period or if such services are not generally available to
customers (collectively, “Evaluation Services”). Evaluation Services will be designated as
beta, pilot, evaluation, trial, limited release or the like. Evaluation Services are for
Customer’s internal evaluation purposes only and not for production use, are not
considered “Services” under this Agreement, are not supported, are provided “as is”
without warranty of any kind, and may be subject to additional terms. Unless otherwise
stated, any Evaluation Services trial period will expire 60 days from the trial start
date. typeauth may discontinue Evaluation Services at any time in its sole discretion and
may never make them generally available. typeauth will have no liability for any harm or
damage arising out of or in connection with any Evaluation Services.
2. Restrictions And Responsibilities
2.1 Customer will only use the Services as expressly permitted herein, and subject to any
terms or restrictions in the applicable Order Form (including, without limitation, any
capacity or active user limits). Customer further agrees that it will not, directly or
indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code, object code or underlying structure, ideas, know-how or algorithms relevant
to the Services or any software (including any applications, SDKs, APIs and the like),
documentation or data related to the Services (collectively, “Software”); modify,
translate, or create derivative works based on the Services or any Software (except to the
extent expressly permitted by typeauth in writing or authorized within the Services); use
(or disclose) the Services or any Software for timesharing or service bureau purposes or
otherwise for the benefit of a third party; use or access the Services or any Software to
develop a product or service that is competitive with the Services or engage in
competitive analysis or benchmarking; remove any proprietary notices or labels; or modify,
adapt or hack the Services, or otherwise attempt to gain unauthorized access to the
Service or its related systems or networks. With respect to any Software (in any form)
that is provided to Customer, typeauth hereby grants Customer a non-exclusive,
non-transferable, non-sublicensable license to use such Software solely during the Term
and solely internally in connection with the Services and for no other purpose. All
Software is Confidential Information of typeauth and subject to the terms of Section 3.
2.2 Customer represents, covenants, and warrants that Customer and its end users will use
the Services only in compliance with typeauth’s standard published policies and codes of
conduct then in effect and all applicable laws and regulations (including, without
limitation, those relevant to privacy, spam, intellectual property and the like). Although
typeauth has no obligation to monitor Customer’s use of the Services, typeauth may do so
and may prohibit any use of the Services (or disable content or data) it believes may be
(or alleged to be) in violation of the foregoing or any other term of this Agreement.
2.3 The Services may provide, or third parties may provide, links, integrations or other
access to third party sites, services, content and resources (collectively, “Third Party
Services”). typeauth has no control over any such Third Party Services and typeauth is not
responsible for and does not endorse any such Third Party Services. Customer further
acknowledges and agrees that (i) any dealings Customer has with any Third Party Services
are solely between Customer and the relevant third party, and such dealings are subject to
the relevant terms and privacy policies of such Third Party Services, and (ii) typeauth
will not be, directly or indirectly, responsible or liable for, and Customer hereby agrees
to hold typeauth harmless from and against, any damages, harm, liabilities, losses or
expenses in any way arising from or relating to any such Third Party Services or
Customer’s use thereof. 2.4 Customer shall be responsible for obtaining and maintaining
any equipment and ancillary services needed to connect to, access or otherwise use the
Services, including, without limitation, modems, hardware, software, operating systems,
networking, web servers and the like (collectively, “Equipment”). Customer shall also be
responsible for maintaining the security of the Equipment, Customer account, passwords
(including but not limited to administrative and user passwords) and files, and for all
uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
Further, Customer is solely responsible for its relationships with (and satisfaction of)
its end users and will be responsible for (and hold typeauth harmless against) any and all
claims, damages, losses, liabilities and expenses (including attorneys' fees) incurred by
typeauth arising from or relating to Customer’s end users or their use of the Service.
3. Confidentiality, Security,Proprietary Rights
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing
Party”) has disclosed or may disclose business, technical or financial information
relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary
Information” of the Disclosing Party). Proprietary Information of typeauth includes all
Software and other non-public information regarding features, functionality and
performance of the Service. Proprietary Information of Customer includes Customer Data (as
defined below). The Receiving Party agrees: (i) to take reasonable precautions to protect
such Proprietary Information, and not to use (except in performance of the Services or as
otherwise permitted herein) or divulge to any third person (except employees and
contractors involved in the Services who are bound by consistent terms) any such
Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply
with respect to any information that the Receiving Party can document (a) is or becomes
generally available to the public, or (b) was in its possession or known by it prior to
receipt from the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any
Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 typeauth will maintain a security program materially in accordance with industry
standards that is designed to (i) ensure the security and integrity of Customer data
uploaded to the Service by Customer or collected by typeauth in the provision of the
Service (“Customer Data”); (ii) protect against threats or hazards to the security or
integrity of Customer Data; and prevent unauthorized access to Customer Data. In
furtherance of the foregoing, typeauth will maintain reasonable administrative, physical
and technical safeguards to protect the security of Customer Data, including measures for
preventing access, use, modification or disclosure of Customer Data by typeauth personnel
except (a) to provide and maintain the Service and prevent or address service or technical
problems, (b) as required by applicable law, or (c) as directed by Customer or as
permitted under this Agreement, including, without limitation, disclosures to (and use by)
Third Party Services used by Customer in connection with the Service. To the extent that
typeauth processes any Personal Information (as defined in the DPA referenced below)
contained in Customer Data that is subject to the GDPR or CCPA (as defined in the DPA), on
Customer’s behalf, in the provision of the Service, the parties will execute typeauth’s
standard Data Processing Addendum ("DPA") as an addendum to this Agreement. Customer
represents, warrants and covenants that it has and will maintain all rights,
authorizations and consents necessary (and has provided its users all notices that may be
required) for typeauth to collect, process, use and disclose Customer Data as contemplated
by this Agreement.
3.3 Customer shall retain all ownerships rights, title and interest in and to all Customer
Data and all other Customer technology and intellectual property rights. typeauth shall
own and retain all right, title and interest in and to (a) the Services and all
improvements, enhancements or modifications thereto, (b) any software, applications,
inventions or other technology developed in connection with Service or support, and (c)
all intellectual property rights related to any of the foregoing. If Customer provides any
suggestions or comments for enhancements or functionality or other feedback to typeauth
with respect to the Service, Software or any of typeauth’s other technology, products or
services, typeauth will have the full, free and unencumbered right to use and otherwise
fully exploit the same in connection with its business in perpetuity. No rights or
licenses are granted except as expressly set forth herein.
3.4 Notwithstanding anything to the contrary, typeauth shall have the right collect and
analyze data and information relating to the use and performance of various aspects of the
Services and related technologies (including Customer Data and data derived therefrom),
and typeauth will be free (during and after the term hereof) to (i) use such information
and data to provide, improve and enhance the Services and other typeauth offerings, and
(ii) otherwise use and disclose such data solely in aggregate or other de-identified form
in connection with its business.
4. Payment of Fees
4.1 Customer agrees to pay typeauth (or its channel partner, as applicable) all fees in
the currency and payment period specified in the applicable Order Form. typeauth’s fees
are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST,
excise, withholding, or similar taxes or levies, whether domestic or foreign, other than
taxes based on the income of typeauth. Except as expressly provided in this Agreement,
payments are non-refundable and non-creditable and payment obligations non-cancellable.
All undisputed fees due are payable in United States dollars, unless otherwise agreed to
between the parties in writing.
4.2 If Customer elects to pay via credit card, then Customer is solely responsible for
either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that
Customer’s payment instrument has a sufficient positive balance to cover all fees due. If,
for any reason, Customer has a negative balance on its account(s), then typeauth reserves
the right to suspend access to the Service.
4.3 Customer must notify typeauth in writing of any good-faith invoice dispute within
twenty (20) days of the applicable invoice date and reasonably cooperate with Persona in
resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days
of Customer’s notice, each party will have the right to seek any remedies it may have
under this Agreement, at law or in equity, irrespective of any provision in this Agreement
that would limit seeking these remedies on account of a payment dispute. For clarity, any
undisputed amounts must be paid in full in accordance with this Section.
5. Termination
5.1 Subject to earlier termination as provided below, this Agreement is for the Service
Term, and shall be automatically renewed for additional periods of the same duration as
the Service Term (collectively, the “Term”), unless either party requests termination at
least thirty (30) days prior to the end of the then-current Term. If no Service Term is
specifically provided in the Order Form or during Customer’s registration process, then
this Agreement shall continue in effect until terminated by either party (for any reason)
upon thirty 30 days’ written notice or pursuant to Section 5.2 below.
5.2 In addition to any other remedies it may have, either party may also terminate this
Agreement upon thirty (30) days’ notice (or immediately upon notice in the case of
nonpayment or a breach of Section 2.1), if the other party materially breaches any of the
terms or conditions of this Agreement and such breach is not cured during the notice
period. typeauth may also reasonably suspend Customer’s and/or any user’s access to
Services at any time in its reasonable discretion if it possesses a good faith belief that
Customer’s (or any of its users) use of the Service may be in violation of this Agreement
or otherwise place typeauth (or its customers or other interests) at risk of harm, damage,
loss or liability. Upon termination, Customer’s right to use the Services shall
immediately terminate, all outstanding fees due for the Services for the entire Services
Term (regardless of any early termination) shall immediately become due and payable,
Customer shall return (or at typeauth’s option destroy) all Software, and each party shall
return to the other all Proprietary Information. Sections 2, 3, 4, 5, 6 and 8-10 shall
survive expiration or termination of this Agreement.
6. Indemnification
typeauth shall hold Customer harmless from liability to third parties resulting from
infringement by the Service of any United States patent or copyright or misappropriation
of any trade secret, provided typeauth is promptly notified of any and all threats, claims
and proceedings related thereto and given reasonable assistance and the opportunity to
assume sole control over defense and settlement; typeauth will not be responsible for any
settlement it does not approve in writing. The foregoing obligations do not apply with
respect to the Service or portions or components thereof (i) not supplied by typeauth,
(ii) made in whole or in part in accordance with Customer specifications, (iii) that are
modified after delivery, (iv) that are combined with other products, processes or
materials where the alleged infringement relates to such combination, (v) where Customer
continues allegedly infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged infringement, or (vi) where
Customer’s use of the Service is not strictly in accordance with this Agreement. Customer
will indemnify typeauth from all damages, settlements, attorneys' fees and expenses
related to (i) any claim of infringement or misappropriation excluded from typeauth's
indemnity obligation by the preceding sentence, or (ii) any other claim arising from or in
connection with Customer’s breach of this Agreement or Customer’s or its end users’ use of
the Service (except to the extent covered by typeauth’s indemnity obligations above).
7. Warranty And Disclaimers
typeauth shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the
Services. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by typeauth or by third-party providers, or
because of other causes beyond typeauth’s reasonable control, but typeauth shall use
reasonable efforts to provide advance notice in writing or by e-mail of any scheduled
service disruption. HOWEVER, typeauth DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE
SERVICES ARE PROVIDED “AS IS” AND typeauth DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT.
8. Limitation Of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BREACH OF SECTION 2, NEITHER PARTY
NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL
BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND PAYABLE
TO typeauth FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
9.Government Matters
Customer may not remove or export from the United States or allow the export or re-export
of the Services, Software or anything related thereto, or any direct product thereof in
violation of any restrictions, laws or regulations of the United States Department of
Commerce, the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign agency or authority. As defined in FAR section 2.101,
the Software and documentation are “commercial items” and according to DFAR section
252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial
computer software documentation.” Consistent with DFAR section 227.7202 and FAR section
12.212, any use modification, reproduction, release, performance, display, or disclosure
of such commercial software or commercial software documentation by the U.S. Government
will be governed solely by the terms of this Agreement and will be prohibited except to
the extent expressly permitted by the terms of this Agreement.
10. Miscellaneous
Subject to Customer’s prior approval, typeauth shall have the right to use Customer’s name
in a factual manner for marketing or promotional purposes on typeauth’s website and in
other communication with existing or potential typeauth customers. If any provision of
this Agreement is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this Agreement will otherwise remain in
full force and effect and enforceable. This Agreement is not assignable or transferable by
either party without the other party’s prior written consent, except that either party may
assign this Agreement without consent to a successor to all or substantially all of such
party’s assets or business. typeauth may use subcontractors in its performance of, and its
exercise of rights under, this Agreement; provided that typeauth shall remain responsible
for any such subcontractor’s performance hereunder. Except to the extent the parties have
mutually executed and delivered a separate written agreement covering the same typeauth
Services (a “Separate Signed Agreement”), this Agreement is the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all
previous written and oral agreements, communications and other understandings relating to
the subject matter of this Agreement, and all waivers and modifications must be in a
writing signed by both parties, except as otherwise provided herein. In the event of a
conflict between the terms of this Agreement and the terms of a Separate Signed Agreement,
the terms of the Separate Signed Agreement shall supersede and control. However, any
different or additional terms of any purchase order, confirmation, or similar pre-printed
form will have no force or effect. No agency, partnership, joint venture, or employment is
created as a result of this Agreement and Customer does not have any authority of any kind
to bind typeauth in any respect whatsoever. In any action or proceeding to enforce rights
under this Agreement, the prevailing party will be entitled to recover costs and
attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to
have been duly given when received, if personally delivered; when receipt is
electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent,
if sent for next day delivery by recognized overnight delivery service; and upon receipt,
if sent by certified or registered mail, return receipt requested. This Agreement shall be
governed by the laws of the State of Texas without regard to its conflict of laws
provisions. Any claim, action or proceeding arising from or relating to this Agreement may
only be brought in the state or federal courts of Texas and each party hereby
consents to the exclusive jurisdiction thereof.