Last updated: February 3, 2022

These Terms of Service constitute a legally binding agreement between you and Authoritive, Inc., a Delaware corporation (together with its affiliates, “Authoritive”, “we,” “our” or “us”), governing your use of the Platform (as defined below) and our website (the “Site”). The related services provided by Authoritive to potential Creators and Clients (each as defined in Section 1) and the Site are collectively referred to as the “Platform”. 

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM. These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Platform, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent and any permitted users of such party. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

Any personal data you submit to us (including through the Platform) or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://authoritive.co/privacy-policy/. You acknowledge that by using the Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND AUTHORITIVE CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

1. The Platform

The Platform is a web-based utility for Creators to design, develop, build, and distribute web- and SMS-based digital course products (“Products”) and to enable connections between Clients and Creators. “Clients” are individuals seeking to purchase Products from Creators and are therefore clients of Creators. “Creators” are individuals and/or businesses in the business of designing, developing, building, and distributing Products. Clients and Creators together are hereinafter referred to as “Users.” If you agree on the terms of purchase for a Product with another User, you and such other User form a Product Contract (as defined below) directly between the two of you as set forth in more detail in Section 3 below.

The Platform only enables coordination and communication between Users for the sale, distribution and use of Products. Authoritive is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Products or Users, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users. Authoritive makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Products requested or provided by, or the communications of or between, Users identified through the Platform, whether in public, private, or offline interactions or otherwise howsoever.

2. Account, Password, Security, and Mobile Phone Use

You must register with Authoritive and create an account to use the Platform (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, mobile phone number and email address. By using the Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Authoritive for accessing the Platform. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Authoritive has no control over the use of any User’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Authoritive immediately.

The person signing up for the Platform will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Platform; provided, however, that if you are signing up for the Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

You may be required to provide a mobile phone number when registering your Account. By providing your mobile phone number and using the Platform, you affirmatively consent to Authoritive’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) perform and improve upon the Platform, (ii) facilitate the carrying out of our services, (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations, (iv) connect you to a Creator, and (v) share with other Users in private when other Users purchase another User’s Product(s). Authoritive will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Site, texting “STOP” in response to any texts, or by emailing support@authoritive.co and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing support@authoritive.co and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

3. Contract between Clients and Creators

You acknowledge and agree that a legally binding contract (the “Product Contract”) is formed when you agree on the terms of a Product with another User. Client and Creator are responsible for abiding by contract formation laws and requirements and have complete discretion both with regard to whether to enter into a written Product Contract with each other and with regard to the terms of any Product Contract, provided that any such agreements do not conflict with, narrow, or expand Authoritive’s rights and obligations under this Agreement and provided that such agreements abide by required law. The terms of the Product Contract shall be deemed to include the terms set forth in this section. 

The Product Contract is a contractual relationship directly between the Client and Creator and you agree that Authoritive is not a party to any Product Contract and the formation of a Product Contract will not, under any circumstance, create an employment or other service relationship between Authoritive and the Creator, nor will it create an employment relationship between the Client and the Creator. Authoritive’s role is restricted solely limited to provide a place where the Client and the Creator may track the progress of Products and to facilitate payment between the parties using the applicable third party payment processing system as discussed in Section 4 below (the “PSP”). In acting as the limited payment facilitation agent for particular Products, Authoritive disclaims any other agency or authority to act on behalf of the Creator or the Client, and assumes no liability or responsibility for any acts or omissions of the Creator or the Client, either within or outside of the Platform.

Each User agrees to comply with the Product Contract and this Agreement during the performance and completion of a Product. Both Users agree to notify Authoritive of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least 30 days after notification (via certified mail or personal delivery) before initiating any proceeding. Authoritive reserves the right to suspend or terminate any Account pending the resolution of any dispute. Any legal claim related to a Product you purchase must be brought directly against the Creator. You release Authoritive from any claims related to the Products sold through the Platform.

All prices advertised are subject to change.  The Creators reserve the right to refuse any order or other request made by another User.  The Client will receive a confirmation email if an order is accepted.  A contract between the Creator and the Client will not be formed until such confirmation is sent.  

By offering a Product on the Platform, the Creators certify that they have provided accurate item descriptions and refund policies to the Clients.  However, typographical errors, inaccuracies or omissions relating to Product descriptions, pricing, offers, and availability may occur.  We undertake no obligation to update, amend or clarify information in the Platform or on any related website, including without limitation, pricing information, except as required by law.  We are not responsible if information on the Platform is not accurate, complete or current.  Any reliance on the Product information is at your own risk.

4. Billing and Payment

Clients shall pay for Products through the PSP as indicated on the Platform (which may include but is not limited to Stripe, Inc. and its affiliates) at the rates agreed to by the parties in the Product Contract. Clients will be solely responsible for paying for each Product and Authoritive is not obligated to pay Creator for Client’s failure to pay.

You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, each User agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Authoritive is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Authoritive has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

All prices and fees displayed on the Platform are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

5. User Generated Content

“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Platform and its Users, including without limitation to images and information of Products. You are solely responsible for User Generated Content sent or transmitted by you or displayed or uploaded by you in using the Platform and for compliance with all laws applicable to the User Generated Content, including, but not limited to, any laws requiring you to obtain the consent of a third party to use the User Generated Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the User Generated Content to the Platform and that such use does not violate or infringe on any right of any third party. Under no circumstances will Authoritive be liable in any way for any: (a) User Generated Content that is transmitted or viewed while using the Platform; (b) errors or omissions in the User Generated Content; or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Generated Content. Although Authoritive is not responsible for any User Generated Content, Authoritive reserves the right to delete any User Generate Content, at any time without notice to you, if Authoritive becomes aware that it violates any provision of this Agreement or any law. You retain copyright and any other rights you already hold in User Generated Content.

Authoritive merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Authoritive:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Platform at its sole discretion.

You hereby represent and warrant to Authoritive that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not be fraudulent, false, or misleading; (vii) will not be defamatory, harassing, threatening, or abusive, which includes any activity that reflects hatred against others based on race, religion, ethnicity, national origin, gender, or sexual orientation; (viii) will not send unauthorized messages, advertising, or spam, including unsolicited promotional or commercial content or other mass solicitation materials; (ix) will not misrepresent your identity or affiliation with any entity or organization or impersonate any other person; (x) will not harvest, collect, or gather User data without consent, (xi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xii) will not represent you being employed or directly engaged by or affiliated with Authoritive or purport you to act as a representative or agent of Authoritive; and (xiii) will not create liability for Authoritive or cause Authoritive to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Generated Content through the Platform, you hereby grant to Authoritive a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Platform. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

6. Representations and Warranties 

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Platform, (ii) you will fulfill the commitments you make to other Users, including paying and receiving payment through the Platform and only utilizing the PSP specified or approved by us to make or receive payment on the Platform, (iii) you will act professionally and responsibly in your interactions with other Users, and (iv) when using or accessing the Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Platform in any medium other than as allowed by the Platform and these Terms of Service; (ii) using any automated system (other than any functionalities of the Platform), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Platform; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Platform; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Platform or staff member of Authoritive; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Platform; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Platform; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Platform for any purpose or in any manner that infringes the rights of any third party; or (xvii) encouraging or enabling any other individual to do any of the foregoing. 

You hereby warrant and represent that, other than as fully and promptly disclosed to Authoritive as set forth below, you do not have any motivation, status, or interest which Authoritive may reasonably wish to know about in connection with the Platform, including without limitation, if you are using or will or intend to use the Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Authoritive in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Platform.

Additional Representations and Warranties for Creators

If you would like to communicate with your Clients via text message you hereby agree to the following Compliance and Indemnity Terms (“CIT”). You are required to use the Platform in full compliance with all applicable laws and regulations, including without limitation, all state, federal and foreign laws, specifically including but limited to the Telephone Consumer Protection Act of the United States, as amended (“TCPA”). By making any use of the Platform, you expressly warrant that you are and shall continue to act in full compliance with the TCPA.

You agree that you have read and understand the TCPA and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than the federal rules. You should review these rules with your own legal counsel to ensure that you understand and comply. Authoritive will not and does not assume responsibility for ensuring that your activities meet applicable legal requirements. Authoritive will not assume any liability if you are ever held guilty or found liable for any violation of law, rule or regulation. You acknowledge that Authoritive has and is taking active steps to help support the compliance of its Users, including by having you agree to these Terms.

You understand and acknowledge that it is generally a violation of federal law, including the TCPA, to contact a consumer by phone, text or email without prior express written consent. Authoritive is not responsible for ensuring that you do not transmit messages to consumers, including by telephone or email in violation of the consent rules. You will provide proof of such consents or opt-ins, the messages you have sent, and your implementation of unsubscribe requests to us on our request. You will include all content required under the applicable laws in your messages, including your name, mailing address, an email, telephone or web address, and an ability to unsubscribe. You will not send any messages to any individual using the Platform if the individual has opted out or withdrawn their consent, including if they have replied “STOP”, or similar, to one of your previous messages. You and not Authoritive are solely responsible for the content of your messages, and its compliance with all applicable law. You acknowledge and agree that Authoritive acts solely as a service provider to allow the sending of your messages, but that you exercise control over the message content and destination, and must ensure your messages comply with all applicable laws.

You agree to indemnify, defend and hold harmless Authoritive and Affiliates (as defined below) from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by you of the law, or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms of Service, including this CIT. You will promptly indemnify, defend or settle, any such third-party claim, demand, lawsuit, investigation or proceeding brought against Authoritive and Affiliates. Authoritive will: (i) promptly notify you of such claim, (ii) provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give you control and authority over the defense and settlement of such claim, subject to Authoritive’s approval of any such settlement, which approval will not be unreasonably withheld.

Additional Representations and Warranties for Clients

In Authoritive’s sole discretion, Users may be subject to a vetting process before they can register for and during their use of the Platform, including but not limited to a verification of identity through third-party services as appropriate (“Identity Checks”). Although Authoritive may perform Identity Checks, Authoritive is not required to do so and cannot confirm that each User is who they claim to be. Authoritive cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Platform. Authoritive has discretion to include or exclude potential Users based off of vetting process results. 

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Authoritive will not be liable for any false or misleading statements made by Users on the Platform. NEITHER AUTHORITIVE NOR ITS AFFILIATES, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, LICENSORS, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “AUTHORITIVE AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE AUTHORITIVE AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PLATFORM.

You may not access or use the Platform in order to compete directly or indirectly with Authoritive, or for monitoring the Platform’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

7. Termination and Suspension

Unless otherwise agreed to in writing between you and Authoritive, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Platform to do so (if applicable and available) or by written notice to support@authoritive.co. After cancellation, you will no longer have access to your Account, your profile or any other information through the Platform. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Terms of Service and any termination of your use of or subscription to the Platform and shall continue to apply indefinitely.

We reserve the right to refuse the Platform to anyone for any reason at any time. Authoritive may terminate or limit your right to use the Platform in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Authoritive terminates or limits your right to use the Platform pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. 

Even after your right to use the Platform is terminated or limited, this Agreement will remain enforceable against you. Authoritive reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 14 of these Terms of Service.

Authoritive reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion. Authoritive is not liable to you for any modification or discontinuance of all or any portion of the Platform. Authoritive has the right to restrict anyone from completing registration as a User if Authoritive believes such person may threaten the safety and integrity of the Platform, or if, in Authoritive’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.

8. Links to Third-Party Websites

The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Authoritive or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Authoritive does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Authoritive is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Authoritive has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Authoritive expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Platform. You hereby agree to hold Authoritive harmless from any liability that may result from the use of links that may appear on the Platform.

As part of the functionality of the Platform, you may, in some circumstances, be able to link your Account with online accounts you may have with third-party service providers (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Platform; or (ii) allowing Authoritive to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. In the event that you do link your Account with a Third-Party Account, you represent that you are entitled to disclose your Third-Party Account login information to Authoritive and/or grant Authoritive access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Authoritive to pay any fees or making Authoritive subject to any usage limitations imposed by such third-party service providers. By granting Authoritive access to any Third-Party Accounts, you understand that (1) Authoritive may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Platform via your Account, including without limitation any friend lists, and (2) Authoritive may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Authoritive’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your Account on the Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Authoritive makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Authoritive is not responsible for any SNS Content.

9. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by Authoritive, excluding User Generated Content, which Users hereby grant Authoritive a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Authoritive owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Authoritive’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. 

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Authoritive and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Authoritive, including without limitation Authoritive and Authoritive logos, are service marks owned by Authoritive. Any other trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Platform, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Authoritive under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Authoritive does not waive any rights to use similar or related Feedback previously known to Authoritive, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

10. Copyright Complaints and Copyright Agent

Authoritive respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to Authoritive’s Copyright Agent by email at copyright@authoritive.co or by mail to Authoritive, Inc., 74 5^th Ave, 10^th Floor, New York, NY 10011, Attn: Copyright Agent:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located. Include enough information to allow Authoritive to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

11. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Authoritive and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Authoritive in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Authoritive upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Authoritive’s trade secrets, confidential and proprietary information, and all other information and data of Authoritive that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Authoritive or Authoritive’s business, operations or properties, including information about Authoritive’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AUTHORITIVE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

AUTHORITIVE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED ON THE PLATFORM.

UNDER NO CIRCUMSTANCES WILL AUTHORITIVE AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY AUTHORITIVE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT AUTHORITIVE AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO AUTHORITIVE DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

You hereby agree to indemnify, defend, and hold harmless Authoritive and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Platform or distribute or use Products, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your Account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Authoritive reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Authoritive.

14. Dispute Resolution – Arbitration & Class Action Waiver 

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND AUTHORITIVE CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND AUTHORITIVE TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Platform, you will contact us at support@authoritive.co and you and Authoritive will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Authoritive agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Authoritive both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Authoritive in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Authoritive agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Authoritive both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Authoritive agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Authoritive agree otherwise, the seat of the arbitration shall be in New York, New York. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Authoritive submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

15. Governing Law

Except as provided in Section 14 or expressly provided in writing otherwise, this Agreement and your use of the Platform will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement.

16. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

17. General Provisions

Failure by Authoritive to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Authoritive with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 14, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Authoritive, its successors and assigns.

18. Changes to this Agreement and the Platform

Authoritive reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information through the Platform at any time, effective with or without prior notice and without any liability to Authoritive. Authoritive will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Platform. Your continued use of the Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Authoritive may also impose limits on certain features or restrict your access to part or all of the Platform without notice or liability.

19. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

20. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

21. Contacting Us

If you have any questions about these Terms of Service or about the Platform, please contact us by email at support@authoritive.co or by mail to Authoritive, Inc., 74 5^th Ave, 10^th Floor, New York, NY 10011.