These Terms of Software-as-a-Service (“Terms”) govern the relationship between AuthMind Inc. (“AuthMind”) and the entity, or an individual acting on behalf of an entity, agreeing to these Terms (“Customer”). By executing a proposal, purchase order, or any other form that references these Terms (“contract”) or by using or accessing any AuthMind Services (defined below), Customer agrees to these Terms. AuthMind and Customer are each referred to in these Terms as a “party” or, together, as the “parties.” 

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1. Software-as-a-Service; Subscription

a. AuthMind provides a proprietary software as a service designed to integrate with Customer’s network, system and software infrastructure (“customer environment”) and to analyze identity risks related to the customer environment (the “Services”). Such Services and AuthMind’s subscription offering(s) thereof (the “Subscription”) are further detailed at: http://www.AuthMind.com/. 
b. AuthMind agrees to provide Customer the Services as set forth in an applicable proposal and to make the Services available to Customer in accordance with these Terms and the terms of an applicable proposal executed by Customer and AuthMind (collectively, the applicable contract, these Terms, and any other terms or agreements incorporated herein by reference or attachment, the “Agreement”).
c. Subject to Customer’s compliance with the terms and conditions of these Terms and any Agreement, as of the Effective Date (as defined in Section 10(a)), AuthMind grants to Customer a non-transferable, non-sub-licensable, non-exclusive, limited, and revocable license to access and use the Services included in the selected Subscription. 

d. Customer acknowledges and agrees that AuthMind may, at any time, or from time to time, without notice, update, upgrade, modify, replace, or otherwise change the Services, format, and/or features of the Services; provided that such updates, upgrades, modifications, replacements or other changes (a) do not negatively and materially affect the purpose of the Services, or (b) are reasonably necessary to comply with any applicable legal requirement.

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2. Use of Service

a. Access and Usage. Customer may authorize its employees, service providers, and other third parties (“Representatives”) to access the Services with user credentials, which access must be for the sole benefit of Customer and in compliance with these Terms. Customer is responsible for such Representatives’ compliance with these Terms.

b. Customer Responsibilities. Customer and its users (i) must keep its user credentials secure and confidential; (ii) is solely responsible for Customer Data (defined below) and all activity in its Services account; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify AuthMind promptly of any such unauthorized access; and (iv) may use the Services only in accordance with the scope of the license granted herein and in compliance with applicable laws.

 

3. Fees and Payments

a. Fees. Customer agrees to pay all fees for any AuthMind Services as set forth in the Agreement. Unless otherwise set forth in an Agreement, fees are quoted and payable in U.S. dollars. 
b. Payment Terms. Fees are due and payable in accordance with the payment terms in the Agreement. If payment terms are not specified in an Agreement, fees shall be invoiced in full as of the Effective Date of such Agreement and are payable net thirty (30) days from the date of invoice. Renewal fees shall be invoiced in full each year thirty (30) days prior to the anniversary of the Effective Date and are due on the renewal date. 
c.  Taxes.  Fees shall be exclusive of all taxes and duties of any kind (including sales, excise or use tax, taxes in lieu thereof, or any other taxes or surcharges which may apply and any interest and penalties), which shall be borne and paid by Customer. If any such tax or duty has to be withheld or deducted from any payment, Customer shall gross-up the payment by such amount to ensure that after such withholding or deduction, AuthMind shall receive a net amount equal to the full amount of the relevant price had payment not been subject to tax withholding.

d. Fees Based on Purchase, Not Use. All fees are based on AuthMind Services purchased, and not actual usage. With respect to a Subscription, all Services must be consumed during the applicable Subscription. No refund of prepaid fees or any reduction in fees is available if Customer or its Representatives do not access the Services. 

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4. Intellectual Property

a. Customer Data. As between AuthMind and Customer, Customer shall retain exclusive ownership of all right, title, and interest in and to all Customer Data, subject to the permissions granted to AuthMind below. For purposes of these Terms, “Customer Data” means data, information, or other content, in any form or medium, provided by or on behalf of Customer to AuthMind (through software or otherwise collected by the Services) including all associated intellectual property rights therein; provided, that Customer Data does not include Usage Data (defined below) or Feedback (defined below). Customer hereby grants AuthMind the right to use, store and modify the Customer Data for the purpose of AuthMind performing the Services hereunder. Customer agrees that AuthMind may use Customer Data for its internal business purposes, including without limitation, to improve the content and functionality of the Services; to protect against, identify or address wrongdoing or fraud; to enforce these Terms; to manage Customer’s account and registration and provide Customer with customer service; and to generally manage the Services and its business, subject to Section 4(f) as to personal information and Section 8(b). 
b. AuthMind Property. AuthMind and its third-party licensors shall retain exclusive ownership of all right, title, and interest in and to their Confidential Information (as defined below) and to the AuthMind Services (or any component thereof) worldwide including, without limitation, the software, workflow processes, user interface, designs, know-how, and any other technologies provided by AuthMind as part of the Service, and to all associated intellectual property rights included therein (collectively, “AuthMind IP”). For avoidance of doubt, AuthMind IP includes Usage Data and  any information, data, or other content derived from AuthMind’s monitoring of Customer's access or use of the Services but does not include Customer Data, Input, or Output. AuthMind reserves all rights unless expressly granted in these Terms. 
c. Restrictions. The Customer may not (i) sell, resell, rent, lease or sub-lease the Services or use it in a service provider capacity, unless otherwise provided under another agreement with AuthMind; (ii) use the Services for any unlawful or tortious purpose or in violation of third-party rights; (iii) interfere with or disrupt the integrity or  performance of the Services; (iv) attempt to gain unauthorized access to the Services or their related systems or networks; (v) reverse engineer the Services; (vi) access the Services to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (vii) remove or modify any proprietary marking or restrictive legends in the Services; (viii) reverse engineer, or attempt to extract or reconstruct, the models, weights, parameters, system prompts, or training data underlying the AI Features; (ix) use the Services or any Output to develop, train, or improve any AI model, including through distillation or model extraction; or (x) scrape or systematically extract Output or model behavior except through interfaces and within usage limits that AuthMind expressly makes available, or attack or circumvent the AI Features or their safety or usage controls, including through prompt injection, jailbreaking, data poisoning, or model inversion. Customer will not permit or authorize any Representative or third party to do any of the foregoing. Any breach of clauses (viii) through (x) is a material breach incapable of cure for purposes of Section 10(d), and AuthMind may immediately suspend access to the Services under Section 10(c).
d. Feedback. If Customer or any of its Representatives sends or transmits any communications or materials to AuthMind suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), AuthMind is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to AuthMind on Customer’s behalf, and on behalf of its employees, contractors, agents and/or users, all right, title, and interest in, and AuthMind is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although AuthMind is not required to use any Feedback.

e. Usage Data. AuthMind may collect and use Usage Data during and after the term of the Agreement for purposes of providing, supporting, securing, and enhancing the Services, including training and improving its AI models, and, to the extent Usage Data is not personal information, for other business purposes. For purposes of these Terms, “Usage Data” means technical information and metrics about Customer's and its users' access to or use of the Services, such as visit-, session-, impression-, click through-, or click stream-data; public hostnames, asset classifications, and mappings of publicly available software, services, or domains that the Services’ analytical or artificial intelligence features generate, confirm, or derive in connection with the provision of the Services; and any statistical or other analysis, information, or data based on or derived from any of the foregoing; provided, that Usage Data excludes the content of Input and Output and any information that identifies Customer or any individual or that reveals Customer’s internal systems, internal hostnames, IP addresses, or configuration.

f. Personal Information. To the extent Customer Data includes personal information under applicable data protection laws (“Data Protection Laws”), AuthMind will: (i) process it only to provide the Services, and will not sell or share it, use it outside its direct business relationship with Customer, or combine it with personal information from other sources, except as Data Protection Laws permit; (ii) comply with, and provide the level of privacy protection required by, Data Protection Laws, and notify Customer if it can no longer do so; (iii) maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data; (iv) notify Customer without undue delay after confirming unauthorized access to Customer Data; (v) bind each subprocessor by written terms (which may be the subprocessor’s standard terms) containing protections substantially similar to this Section 4(f) and make a current list of subprocessors available upon written request and notify Customer of any new subprocessor in accordance with Section 11(d); and (vi) reasonably assist Customer with consumer requests and allow Customer to take reasonable steps to confirm compliance with, and to stop and remediate unauthorized use in violation of, this Section 4(f). Customer will not submit sensitive personal information unless agreed in writing. If the parties execute a DPA (as defined in Section 8(d)), the DPA controls as to its subject matter.

 

5. Representations and Warranty; Disclaimer

a. AuthMind. AuthMind represents that the AuthMind Services will materially conform to the specifications described in the applicable proposal and/or Agreement and that AuthMind will perform the Services in good faith and in a professional manner.
b. Customer. Customer represent and warrant that it has the right, authority, and capacity to enter into this Agreement and to be bound by these Terms and that all registration information that it submits or that is submitted on its behalf is complete, accurate and truthful. Further, Customer represents and warrants to AuthMind that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by AuthMind and used in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

c. DISCLAIMER.  THE SERVICES ARE PROVIDED “AS IS” AND, EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION, AUTHMIND DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AUTHMIND MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WHILE AUTHMIND TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, AUTHMIND DOES NOT GUARANTEE THAT THE SERVICES AND THE ACCESS TO THE SERVICES CANNOT BE COMPROMISED. NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO ANY WARRANTY OR THIS DISCLAIMER.

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6. Mutual Confidentiality

a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). AuthMind’s Confidential Information includes without limitation the Services (including without limitation the Services’ user interface design and layout).
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of these Terms. The confidentiality obligations of each party shall continue in force and survive the termination or expiration of the Agreement for a period of three (3) years after the expiration or earlier termination of the Agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) the Recipient can demonstrate in its records that such information was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information, as can be demonstrated. If the Recipient is required or becomes compelled to disclose any Confidential Information of the Discloser pursuant to law or a judicial or administrative order or decree, the Recipient may disclose Confidential Information to the extent legally permissible and required by law or court order but will provide Discloser with advance notice to seek a protective order.
d. No License. The party disclosing its Confidential Information grants no license under any intellectual property rights strictly by the disclosure of its Confidential Information. The parties understand and acknowledge that Confidential Information is being provided by the Discloser without any representation or warranty, express or implied, as to the accuracy or completeness of such Confidential Information.

e. Trade Secret. Notwithstanding any other provision in the Agreement, the Recipient's obligations under this with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Recipient or any of its Representatives.

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7. Third Party Technology

Certain supported third-party web services or technology that the Services integrates with may be made available within the Services if Customer has an account and agreement with the applicable third party. AuthMind does not warrant and/or make any representations as to the effectiveness, sufficiency, or safety of any third-party web service or technology. The Customer assumes all risks from the use thereof, understanding that these are not AuthMind products, services, or systems. Customer acknowledges that AuthMind has no liability regarding those web services or technology, and Customer’s agreement with that third-party solely governs Customer’s access and usage of that web service or technology.

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8. Artificial Intelligence Features

a. Definitions.

“AI Features” means features of the Services that use artificial intelligence or machine learning, including large language models.

“AI Sub-processor” means a third party that processes Customer Data to provide the AI Features, including third-party AI model providers.

“Input” means data or content submitted to an AI Feature by or on behalf of Customer, including data the Services submit to an AI Feature from the customer environment.

“Output” means data or content that an AI Feature generates from Input.

b. Customer Data and Training. Input and Output are Customer Data. AuthMind will not use Input or Output to train or fine-tune any AI model for general use. AuthMind may use Usage Data to provide, train, and improve the Services and its AI models. AuthMind will give at least thirty (30) days’ notice in accordance with Section 11(d) before any change that materially expands its rights to use Input or Output under this Section 8(b) and will not apply any expanded rights to Input or Output submitted before the change without Customer’s affirmative consent.

c. Disabling AI Features. Customer may disable any AI Feature that AuthMind designates as optional at any time through a support request or its administrative or configuration settings. While an AI Feature is disabled, AuthMind will not process Input through it or send that Input to any AI Sub-processor. Disabling an AI Feature may reduce the functionality of the Services and does not entitle Customer to any refund under Section 3(d).

d. AI Sub-processors. Certain AI Features send Input to AI Sub-processors to generate Output. AuthMind’s current AI Sub-processors include Anthropic, PBC, Foundation-Sec,  and Amazon Web Services, Inc. (through Amazon Bedrock). A current list of AI Sub-processors is available upon written request, and AuthMind may update it from time to time and will notify Customer of any new AI Sub-processor in accordance with Section 11(d). AuthMind engages only AI Sub-processors whose terms prohibit use of Input and Output to train their models and limit retention of Input and Output to no more than thirty (30) days. AI models or accounts that Customer connects to the Services using its own credentials are not AI Sub-processors. If Customer and AuthMind have executed AuthMind’s Data Processing and Transfer Agreement (the “DPA”), AI Sub-processors are Authorized Subprocessors under Section 1.6 and Annex III of the DPA, and the DPA governs their processing of Personal Information (as defined in the DPA).

e. AI DISCLAIMER. WITHOUT LIMITING SECTION 5(c) OR SECTION 9, THE AI FEATURES AND ALL OUTPUT ARE PROVIDED “AS IS.” OUTPUT IS GENERATED BY PROBABILISTIC MODELS AND MAY BE INACCURATE, INCOMPLETE, FABRICATED (SOMETIMES CALLED “HALLUCINATIONS”), BIASED, OR NOT UNIQUE, AND THE SAME INPUT MAY PRODUCE DIFFERENT OUTPUT. OUTPUT, INCLUDING ANY EXPLANATION OF A DETECTION OR INCIDENT, IS AN AID TO, AND NOT A SUBSTITUTE FOR, REVIEW BY QUALIFIED PERSONNEL. CUSTOMER MUST INDEPENDENTLY VERIFY OUTPUT BEFORE RELYING ON IT AND IS RESPONSIBLE FOR ITS DECISIONS BASED ON OUTPUT. AUTHMIND DOES NOT WARRANT THAT OUTPUT IS ACCURATE, COMPLETE, FREE OF BIAS, OR NON-INFRINGING, OR THAT THE AI FEATURES WILL IDENTIFY, CLASSIFY, OR EXPLAIN EVERY ASSET, THREAT, OR INCIDENT.

f. Survival. Sections 8(b) and 8(e) survive any expiration or termination of these Terms.

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9. Limitation of Liability

a. EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL AUTHMIND OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE AGREEMENT, OR ITS SUBJECT MATTER (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OR DAMAGE OF DATA, RECORDS, OR INFORMATION; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICES), REGARDLESS OF WHETHER AUTHMIND WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR SUCH WAS FORESEEABLE.
b. LIMITATION. TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, AUTHMIND’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE AGREEMENT, OR FROM THE SERVICES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS OR THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

c. FURTHER EXCLUSIONS. IN NO EVENT WILL AUTHMIND BE LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY CLAIM OR DAMAGES ARISING FROM: (A) AUTHMIND’S COMPLIANCE WITH CUSTOMER’S SPECIFICATIONS, INSTRUCTIONS, OR TECHNICAL INFORMATION; (B) MODIFICATIONS NOT MADE BY AUTHMIND; (C) USE OR COMBINATION OF THE SERVICES WITH OTHER TECHNOLOGY WHERE THE ALLEGED ISSUE WOULD NOT HAVE OCCURRED BUT FOR SUCH COMBINATION; OR (D) TECHNOLOGY NOT PROVIDED BY AUTHMIND.

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10. Term and Termination

a. Term. These Terms are effective as of the day of Subscription to the Services (“Effective Date”) and, unless terminated earlier pursuant to any of the provisions herein, will continue in effect until such date of expiration as set forth in the applicable Agreement. Unless otherwise specified in the applicable Agreement, the initial term will be one (1) year from the Effective Date.
b. Renewal. Unless otherwise specified in the Agreement, at the end of the initial term, the Subscription will be automatically renewed for subsequent one (1) year terms. Either party may cancel such automatic renewal by notifying the other party in writing at least thirty (30) days prior to the applicable renewal.
c. Suspension of Services for Violations of Law. AuthMind may temporarily suspend the Services if it in good faith believes that, as part of using the Services, Customer has violated a law or any provision of these Terms, including failure to pay the amount due to AuthMind in a timely manner. AuthMind will attempt to provide adequate notice.
d. Termination.  In addition to any other express termination rights set forth in the applicable Agreement, Customer or AuthMind may terminate an Agreement: (i) during any trial period, immediately for any reason with written notice to the other party; (ii) if the other party materially breaches these Terms, and such breach is incapable of cure or, being capable of cure, remains uncured for 10 days after the non-breaching party provides the breaching party written notice of such breach; or (iii) effective immediately upon written notice to the other party, if the other party becomes insolvent or is generally unable to pay its debts, enters bankruptcy or insolvency proceedings (voluntarily or involuntarily); or has a receiver or trustee appointed.
e. Effect of Expiration; Termination. As of the date of expiration or termination, any and all fees owed to AuthMind for Services performed, delivered, or accessed before such expiration or termination will be immediately due and payable, and Customer will promptly pay such fees. With respect to any reasonably disputed amounts, the parties agree to negotiate in good faith, and the Customer will pay such amounts at the time of, and to the extent required by, resolution of the dispute. As of the date of expiration or termination, (i) all rights to access or use the Services will immediately terminate, (ii) Customer and its users will immediately cease accessing or using the Services (AuthMind may disable all Customer and user access), and (iii) AuthMind will delete Customer Data within a reasonable period in accordance with its data retention practices, unless retention is required by law.
 

11.   Miscellaneous

a. Name Use. Customer permits AuthMind to use Customer’s name and logo for their internal and external customer lists and other marketing materials. 
b. Equitable Relief. Each party acknowledges and agrees that any breach or threatened breach by a party of its obligations under these Terms or violation of the other party’s intellectual property rights or the Confidentiality provisions of these Terms would cause irreparable injury or harm to the other party for which monetary damage would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled, without the requirement of posting a bond or other security, to seek equitable relief (including injunctive relief and specific performance) in addition to any and all other rights and remedies that may be available to it in respect of such breach.
c. Entire Agreement; Changes. These Terms constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No amendment to or modification of these Terms is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing; provided, that AuthMind may update these Terms by notice under Section 11(d), any material update will take effect at the start of Customer’s next renewal term unless Customer agrees otherwise, and any change described in Section 8(b) is subject to the notice and consent requirements in that Section. If there is a conflict among the documents comprising the Agreement, the following order of precedence applies: (i) any DPA (as defined in Section 8(d)), solely as to the processing of Personal Information; (ii) the applicable proposal executed by Customer and AuthMind; and (iii) these Terms.
d. Electronic Notice. For purposes of service messages and notices about the Services, Customer agrees that AuthMind may place a notice across its pages or online forums to alert Customer of important notices. Alternatively, notice may consist of an email to an email address associated with the Customer's account. Customer understands that AuthMind has no liability associated with Customer’s failure to maintain accurate contact information or other information.
e. No Assignment. Neither party may assign or transfer these Terms to a third party, except that these Terms may be assigned to an affiliate or as part of a merger, or sale of all or substantially all the business or assets, of a party without the prior consent of the other party. Any attempted assignment in violation of this Section 11(e) is void.
f. Independent Contractors. The parties are independent contractors with respect to each other. Nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
g. Severability. If any term of these Terms is invalid or unenforceable in any applicable jurisdiction, the other terms will remain in effect. Upon such determination, the parties shall negotiate in good faith to modify the Terms to affect the original intent of the parties as minimally as possible.
h. Force Majeure. Neither party is liable or responsible to the other party for any failure or delay in fulfilling or performing any obligation in these Terms (except for any payment obligations) when such failure or delay is caused by any circumstance beyond such party’s control (a “force majeure event”), including acts of God; flood, fire, earthquake, explosion; pandemics; war, invasion, hostilities, terrorist threats or acts; national or regional emergencies; labor stoppages or slowdowns; and shortage of adequate power or telecommunication providers. The party suffering a force majeure event shall give notice within ten (10) calendar days of the force majeure event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized.
i. Governing Law; Forum. These Terms are governed by the laws of Delaware (USA), without regard to conflict of law principles. Any dispute arising out of or related to these Terms may only be brought to the courts of Delaware. Both parties consent to the exclusive jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in these Terms prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other non-prevailing party. UNLESS PROHIBITED BY GOVERNING LAW OR VENUE, EACH PARTY IRREVOCABLY AGREES TO WAIVE JURY TRIAL.
j. No Additional Terms. AuthMind rejects additional or conflicting terms of any Customer form or document.
k. Survival of Terms. Any terms that by their nature should survive termination or expiration of these Terms, will survive any termination or expiration.
l. Heading. Heading, section, paragraph, and subparagraph references contained herein are for reference purposes only and in no way define, limit, or construe the scope or extent of any paragraph or section.

m. Counterparts. To the extent this Agreement or any portion thereof requires signature, this Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement or any portion thereof delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy.