These Authentitap Authentication Terms of Service (the “Terms of Service,” along with any applicable Order Forms (as defined below), the “Agreement”) govern the access to and use of the proprietary systems and services set forth on an applicable Order Form, including the Hardware (if applicable) and Software, as each may evolve during the Term, that can be used to verify the authenticity of certain physical Items (the “System”), which is licensed by Authentitap Inc. (“Authentitap” or “we” and its derivatives). “Licensee” or “you” and its derivatives refers to the individual or entity identified as the Company on the Order Form that licenses access to the System by clicking the “Buy”, “Confirm Order”, or other similar button on our website (the “Online Order Form”), or otherwise submitting an Online Order Form or other fully executed order form (collectively with the Online Order Form, the “Order Forms”) for processing by Authentitap. If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of the entity you named as the Company on the Order Form. Licensee and Authentitap are, together, the “Parties”, and each is a “Party.” For the avoidance of doubt, nothing herein grants Licensee any rights to any Authentitap hardware or software products or services, including any authentication systems, that are not expressly set forth on an Order Form that has been accepted by Authentitap. An Order Form is not accepted by Authentitap until you receive a confirmation email from Authentitap confirming acceptance.
- CERTAIN DEFINITIONS. 1.1 “Authentic” means that the Item being authenticated appears to be consistent with the profile of known authentic items. 1.2 “Certificate” means the document (in paper or electronic form) generated by the System when an Item is validated. 1.3 “Customers” means businesses and individuals who are customers of your business in the ordinary course or operations of your business. 1.4 “Authentitap Marks” means the trade name, logos, trademarks and service marks of Authentitap, as provided by Authentitap to you. 1.5 “Fingerprinting” means verifying that an Item authenticated by the System at one point in time appears to be the same Item authenticated by the System at a later point in time. 1.6 “Guarantee” shall have the meaning given to it in Section 2.1(c). 1.7 “Hardware” means any physical device as well as any related peripherals (e.g., chargers) provided to you by Authentitap, including any equipment used to capture Images for upload to the Software and/or System. 1.8 “Image” means a photograph of an Item taken by either you, your Customers, or Users, including photographs captured by the Hardware. 1.9 “Initial Subscription Period” means the period commencing on the Subscription Start Date and continuing for the period indicated on your Order Form (e.g., one (1) month or one (1) year). 1.10 “Intellectual Property Rights” means all intellectual and industrial property rights in any jurisdiction worldwide, including copyrights, patents, trademarks, trade names, trade secrets, mask work rights, moral and contract rights, and all registrations, applications, renewals, extensions, continuations, divisions, derivatives or reissues thereof. 1.11 “Item” means a single tangible item, including but not limited to Sneakers, for which the System is used to verify authenticity. 1.12 “Luxury Guarantee Policy” means Authentitap’s Financial Guarantee Policy for Luxury Authentication 1.13 “Renewal Date” means the first day of a Renewal Subscription Period. 1.14 “Renewal Subscription Period” shall have the meaning given to it in Section 7.2. 1.15 “Sneakers” means a matching pair of tangible footwear products for which the System is used to verify authenticity. 1.16 “Sneaker Guarantee Policy” means Authentitap’s Financial Guarantee Policy for Sneaker Authentication 1.17 “Software” means any software provided by Authentitap that can be used to analyze Images or access the System, including any Updates. 1.18 “Subscription” means the right to access and use the Hardware, System, and Software in object code form in accordance with this Agreement. 1.19 “Subscription Period” means the Initial Subscription Period and each Renewal Subscription Period. 1.20 “Subscription Start Date” generally means the date Authentitap accepted the order by sending Licensee a confirmation email in response to an Order Form; however, if your order requires implementation in order to initiate the Subscription, then “Subscription Start Date” means the earlier of (a) the date you first submit Images of an Item to the System or (b) seven (7) days following initial Hardware delivery. 1.21 “System” means any system, service, hardware, software, website, process or procedure used to verify the authenticity of Items by Authentitap. 1.22 “Term” means the period from the Subscription Start Date until the Subscription is terminated as set forth herein. 1.23 “Unidentified” means that the Item being authenticated does not appear to be consistent with the profile of known authentic items. 1.24 “Updates” mean any modifications, improvements, bug fixes, or other new versions of the Software module(s) you have licensed that are generally made available to all licensees of such module(s). 1.25 “User” means you, your employees, and any other individuals or entities expressly approved by Authentitap to submit Items for authentication. For the avoidance of doubt, a “User” does not include any person who violates the Certificate Use Restrictions (as defined below), the terms of this Agreement, or is otherwise explicitly excluded from using the System or Software by Authentitap in its sole discretion.
- SYSTEM OVERVIEW 2.1 Authentication. (a) Certificates. A Certificate shall only be generated by Authentitap and may only be requested for Items verified by the System as Authentic in the final result. Licensee may display the Certificate for an Item or provide a link to the Certificate hosted by Authentitap solely on Licensee’s website, social media accounts maintained and owned by Licensee, Licensee’s online listings of Items on e-commerce, or printed out for physical display. Under no circumstances may Licensee, or any third party on behalf of Licensee, generate, reproduce, modify, display, or otherwise make available any Certificate for (i) an object other than the exact Item for which the System specifically generates it, (ii) any object that has not been verified as Authentic through the System, (iii) any object that Licensee knows or suspects to be inauthentic, (iv) any other use except as expressly set forth herein; or (v) for any Items submitted for verification by a User that Licensee knows or has reason to believe is a seller of, or is in any way affiliated with the sale of, inauthentic goods (collectively, the “Certificate Use Restrictions”). Licensee is responsible for ensuring that its Customers and Users comply with the Certificate Use