Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between Autoentic LLC, a Texas limited liability company ("Autoentic," "we," "us," or "our"), and the organization on whose behalf they are accepted (the "Customer"). By clicking "I Agree," accessing the Autoentic platform, or otherwise using the Service, the individual accepting these Terms represents that they are an authorized representative of the Customer with the legal power to bind the Customer to this agreement. If you do not have that authority, or if the Customer does not agree to these Terms, you may not access or use the Service.

To the extent the Customer or any Authorized User obtains the Autoentic mobile application through the Google Play Store, the Google Play Terms of Service also apply to that distribution. In the event of any conflict between these Terms and the Google Play Terms of Service with respect to use of the Service itself, these Terms control.

2. Definitions

For purposes of these Terms:

• Authorized User means an individual employee, contractor, or technician of the Customer whom the Customer permits to use the Service on its behalf.
• Certification Artifact means a tamper-evident, hash-chained digital record produced by the Service that summarizes the result of an inspection session.
• Customer means the organization that has accepted these Terms and any Order Form.
• FOCS means the Factory Originality Confidence Score, a statistical confidence indicator computed by the Service from Measurement Data.
• Measurement Data means data captured through use of the Service, including paint thickness readings, vehicle identification information, panel measurements, device identifiers, and related metadata.
• Order Form means any ordering document or online subscription form referencing these Terms and executed or accepted by the Customer.
• Privacy Policy means the Autoentic Privacy Policy published at autoentic.com/privacy, as updated from time to time.
• Probe means a DeFelsko PosiTector coating thickness gauge (or successor instrument supported by Autoentic) used to capture Measurement Data.
• Service means the Autoentic mobile application, web dashboard, scoring backend, and related software and documentation that Autoentic makes available to the Customer.

3. Eligibility

The Service is provided solely for business and professional use. Each Authorized User must be at least 18 years old, and the authorized representative accepting these Terms must have legal authority to bind the Customer. The Customer represents that neither it nor any of its Authorized Users is a person or entity (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions, or (b) listed on any U.S. government restricted-party list. The Service is not intended for personal, family, or household use.

The Service is offered from the United States and is intended for use by Customers and Authorized Users located in the United States. Access from outside the United States is at the user's own risk, and any such user is solely responsible for compliance with applicable local laws. Autoentic makes no representation that the Service is appropriate, lawful, or available for use in any jurisdiction outside the United States, and reserves the right to limit or withdraw availability of the Service in any jurisdiction at its discretion.

4. Account, Credentials, and Communications

The Customer may register one organizational account. The Customer is responsible for the accuracy of the information it provides and for all activity that occurs under its account. The Customer shall keep account credentials and API keys confidential. One-time passcodes (OTP) delivered by email or SMS are time-bound and single-use; the Customer and its Authorized Users shall not share, forward, or disclose any OTP to any other person, and shall ensure that all authentication factors are used only by the intended Authorized User. The Customer shall notify Autoentic at [email protected] without undue delay, and not later than seventy-two (72) hours, of any actual or reasonably suspected unauthorized access affecting the Customer's account, an Authorized User's credentials, or any device used for the Service. The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own.

SMS one-time passcodes are sent to a personal mobile number provided by the Authorized User at session submission. By providing that number, the Authorized User consents to receive transactional SMS from Autoentic for the sole purpose of identity verification. Authorized Users may opt out of SMS at any time by replying STOP to any message and may obtain assistance by replying HELPor by contacting [email protected]. Opting out may prevent submission of inspection sessions. Standard message and data rates may apply based on the Authorized User's carrier plan. Autoentic does not use SMS for marketing and does not sell, share, or transfer mobile opt-in data to any third party. Further detail is provided in the Privacy Policy.

5. License Grant

Subject to the Customer's compliance with these Terms, Autoentic grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Service solely for the Customer's internal business operations. All rights not expressly granted are reserved by Autoentic. Autoentic and its licensors retain all right, title, and interest in and to the Service, including all software, models, scoring methodologies, the FOCS algorithm, documentation, and improvements thereto.

6. Acceptable Use

The Customer shall not, and shall ensure its Authorized Users do not:

• resell, sublicense, rent, lease, or otherwise commercially redistribute the Service or any Measurement Data or Certification Artifact obtained through the Service;
• scrape, harvest, or systematically extract data or content from the Service, including by use of any robot, spider, web crawler, automated query, data-mining tool, screen-scraping tool, database-scraping tool, or any similar manual or automated process designed to collect, copy, or compile any portion of the Service or its underlying data, except through interfaces Autoentic expressly provides for that purpose; nor frame, mirror, or use meta tags, hidden text, or similar techniques utilizing the Autoentic name, marks, or content; nor engage in systematic retrieval of any data from the Service for the purpose of creating or compiling, directly or indirectly, a collection, compilation, database, or directory;
• reverse-engineer, decompile, or attempt to derive the source code, models, or scoring methodologies of the Service, except to the extent applicable law expressly permits and Autoentic's prior written consent has been obtained;
• use the Service, any Measurement Data, any FOCS score, any Certification Artifact, or any other output of the Service, directly or indirectly, to create, train, test, validate, fine-tune, benchmark, or otherwise develop or improve any machine-learning model, artificial-intelligence system, scoring algorithm, or other system intended to compete with, replicate, or substitute for the Service or the FOCS methodology;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service or any related systems, networks, or accounts;
• use the Service to violate any applicable law, regulation, or third-party right;
• use the FOCS, any Certification Artifact, or any output of the Service as a factor in any decision regarding any individual consumer's eligibility for credit, insurance, employment, or any other purpose described in 15 U.S.C. § 1681b; or
• use any FOCS score or Certification Artifact to misrepresent a refinished, repaired, or otherwise altered vehicle as being in factory-original condition to any buyer, seller, lender, insurer, auction, regulator, or other counterparty.

The Customer is responsible for the acts and omissions of its Authorized Users in connection with the Service. A breach of this Section 6, in particular the anti-misrepresentation provision in the final bullet above, is a material breach of these Terms and grounds for immediate suspension or termination of the Customer's account. Autoentic reserves all rights and remedies, including referral to law enforcement and civil action for fraud, where appropriate.

The Customer acknowledges that a breach of this Section 6, in particular the anti-misrepresentation provision in the final bullet above, may cause Autoentic irreparable harm for which monetary damages would be an inadequate remedy. The Customer therefore consents to the entry of temporary, preliminary, and permanent injunctive and other equitable relief in any court of competent jurisdiction to prevent or restrain a breach or threatened breach of this Section, and the parties agree that any bond required under Texas Rule of Civil Procedure 684 or Federal Rule of Civil Procedure 65(c) shall be set in a nominal amount not to exceed one thousand U.S. dollars (US$1,000), and Autoentic shall not be required to prove actual damages or exhaust any other remedy.

Autoentic reserves the right to embed forensic identifiers, watermarks, or metadata in any Certification Artifact for purposes of detecting unauthorized use, including violations of the AI-training restriction in this Section 6. Autoentic makes no representation that any particular Certification Artifact contains such identifiers, and the absence of any identifier is not a defense to a claim under this Section.

Customer Security Obligations. The Customer shall (a) where Autoentic offers multi-factor authentication or similar account-protection features for the Service, enable and require their use by Authorized Users; (b) promptly disable account access for any individual who is no longer an Authorized User; (c) prohibit shared logins or credential sharing among Authorized Users; (d) keep operating systems and the Autoentic mobile application reasonably current with available security updates; and (e) not permit the Service to be used on a device that has been jailbroken, rooted, or whose operating-system security controls have been disabled or bypassed.

7. Hardware and Third-Party Services

The Service relies on a Probe supplied by a third party. The Customer is solely responsible for procuring, maintaining, calibrating, and using the Probe in accordance with the manufacturer's instructions and any applicable industry standards. Autoentic does not manufacture, sell, or warrant the Probe and disclaims all liability for hardware defects, calibration drift, mechanical failure, or other issues arising from the Probe itself. Any warranty in respect of the Probe runs solely between the Customer and the Probe manufacturer or its authorized distributor.

The Service also depends on third-party subprocessors and infrastructure providers, including those identified in Section 6 of the Privacy Policy (currently Hetzner, Coolify, Cloudflare, Twilio, Resend, Sentry, n8n, Marketcheck, Google Gemini Vision, and Stripe). Autoentic exercises commercially reasonable care in selecting and overseeing these vendors but does not warrant their availability or performance and is not liable for delays, errors, interruptions, or data unavailability arising from the failure of any third-party subprocessor. The list of subprocessors may change over time; the Privacy Policy is the operative source.

8. Measurements Are Advisory

The Service produces statistical confidence indicators, including the FOCS score and grade, computed from Measurement Data. The FOCS score is an advisory confidence indicator, not a guarantee, certification, or determination of fact. It does not establish, certify, or warrant the originality, condition, market value, repair history, or any other characteristic of any vehicle. The Service is provided AS IS for evaluative purposes only. Autoentic makes no representation or warranty that any FOCS score or Certification Artifact is accurate, complete, fit for any particular purpose, or suitable as the basis for any legal, insurance, regulatory, lending, auction-disclosure, sale, purchase, or other transactional decision. The Customer agrees that, before relying on any FOCS score or Certification Artifact for any consequential decision, it will independently verify the underlying facts through its own qualified personnel and processes. The Customer assumes all risk of any such reliance.

For the avoidance of doubt, the Service is not, and the Customer shall not represent the Service or any FOCS score or Certification Artifact as: (a) a federal odometer disclosure under 49 U.S.C. § 32705 or its implementing regulations; (b) a record of, or substitute for, the National Motor Vehicle Title Information System (NMVTIS); (c) a motor-vehicle dealer license, surety bond, or auction registration; (d) a Uniform Standards of Professional Appraisal Practice (USPAP) appraisal or any other licensed appraisal of value; (e) a state safety inspection, emissions inspection, roadworthiness certification, or equivalent regulated certification; or (f) a consumer report under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. Customers requiring any such certification, record, or report must obtain it from a duly authorized provider.

The Service has not been designed, certified, or audited for compliance with the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI-DSS), the Gramm-Leach-Bliley Act (GLBA), SOC 2, ISO/IEC 27001, FedRAMP, or any similar regulatory or industry standard governing the handling, storage, processing, transfer, security, or location of data. The Customer is responsible for determining whether use of the Service complies with any law, regulation, or standard applicable to the Customer's data, industry, or jurisdiction, and Autoentic disclaims liability for the Customer's non-compliance with any such law, regulation, or standard arising from use of the Service.

9. Customer Data and Privacy

As between the parties, the Customer owns all Measurement Data it submits to the Service. The Customer grants Autoentic a worldwide, royalty-free, non-exclusive license, during and after the Term, to host, store, process, transmit, and display Measurement Data as reasonably necessary to (a) provide and operate the Service; (b) generate, validate, and preserve the integrity of Certification Artifacts, including the indefinite retention of hash-chain records described in Section 13; (c) compute aggregate, de-identified analytics that do not identify the Customer, any Authorized User, or any specific vehicle; and (d) maintain, improve, and develop Autoentic's products and services. Autoentic shall not sell Measurement Data or share it with third parties for their independent marketing purposes.

Autoentic's collection, use, retention, and disclosure of personal data are described in the Privacy Policy, which is incorporated by reference into these Terms. Autoentic maintains commercially reasonable administrative, technical, and physical security measures appropriate to the nature of the data, including encryption in transit (TLS 1.2 or higher), encryption of database volumes at rest, hash-chain integrity protection of inspection records, and breach notification to affected users within seventy-two (72) hours of confirmation of a breach affecting personal data, all as further described in Section 9 of the Privacy Policy. Where required by applicable data-protection law, Autoentic will, on the Customer's written request, execute its standard Data Processing Addendum to govern the processing of personal data by Autoentic on the Customer's behalf.

With respect to personal data of Authorized Users that Autoentic processes on the Customer's behalf to provide the Service, the Customer is the "controller" and Autoentic is the "processor" as those terms are defined in the Texas Data Privacy and Security Act, Tex. Bus. & Com. Code Chapter 541, and analogous U.S. state data-protection laws. Autoentic acts as a "controller" with respect to personal data it determines the purpose and means of processing for its own operational, security, billing, fraud- prevention, product-improvement, and analytics purposes. Authorized Users may exercise the consumer rights set forth in Tex. Bus. & Com. Code § 541.051 (and analogous rights under other applicable data-protection laws) directly with Autoentic, and the Customer shall not contractually waive or limit any such right.

The Customer is responsible for maintaining its own backups of Measurement Data submitted to or generated through the Service. The Service operates on an offline-first basis on the Customer's mobile devices, and inspection sessions may reside on a device for some period before submission to Autoentic's backend. Autoentic does not warrant that the Service will preserve any data that has not been successfully submitted to and acknowledged by Autoentic's backend, including data lost due to device loss, theft, damage, factory reset, operating-system reinstall, or uninstallation of the Autoentic mobile application.

If the Customer or any Authorized User provides Autoentic with suggestions, ideas, improvement requests, feedback, or other input regarding the Service (collectively, "Feedback"), the Customer hereby grants Autoentic a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate the Feedback into the Service or any other Autoentic product or service, without restriction, attribution, or compensation. The Customer waives, on its own behalf and on behalf of its Authorized Users, all moral rights in the Feedback to the extent permitted by applicable law. Feedback is provided voluntarily and is not Confidential Information.

10. Confidentiality

Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party shall (a) use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms, (b) protect such information using at least the same degree of care it uses for its own information of like importance (and in no case less than reasonable care), and (c) not disclose such information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by written obligations of confidentiality at least as protective as this Section.

Confidential Information does not include information that is or becomes publicly available without breach of this Section, was independently developed by the Receiving Party, was lawfully received from a third party without restriction, or was already known to the Receiving Party without restriction at the time of disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice and cooperates in any effort to seek a protective order.

11. Fees and Payment

Fees, if any, for the Service are described in the applicable Order Form. Where no Order Form has been entered into, the Service is provided at no charge, and Autoentic reserves the right to introduce, modify, or discontinue paid plans at any time on reasonable notice. Except as expressly provided, all fees are non-refundable. The Customer shall pay all applicable taxes other than taxes based on Autoentic's net income.

All paid plans, where offered, are billed by Autoentic or its payment processor outside the Google Play Store. The Service does not offer in-app purchases of digital goods or services through Google Play Billing.

12. Term and Termination

These Terms commence on the date the Customer first accepts them and continue on a month-to-month basis until terminated (the "Term"). Either party may terminate these Terms for any reason or no reason on at least thirty (30) days' written notice to the other party. Either party may terminate these Terms immediately upon written notice if the other party (a) commits a material breach that, if curable, remains uncured for fifteen (15) days following written notice of the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Autoentic may suspend the Customer's access to the Service immediately, with or without notice, in the event of a security incident, suspected fraud, or breach of Section 6 (Acceptable Use).

13. Effect of Termination

Upon termination or expiration of these Terms:

• the licenses granted to the Customer under Section 5 immediately terminate, and the Customer and its Authorized Users shall promptly cease all use of the Service, uninstall the Autoentic mobile application from all devices on which it has been installed for the Customer's benefit, and destroy or return all Confidential Information of Autoentic in their possession or control, except for cached system data that is automatically purged in the ordinary course;
• the Customer may, for a period of thirty (30) days following termination, request export of its active Measurement Data in a commercially reasonable format;
• the Customer or any Authorized User may at any time request deletion of their personal data through the in-app Settings menu or the public deletion form at autoentic.com/account-deletion, and Autoentic will complete the deletion within thirty (30) days of a verified request, subject only to the chain-of-custody retention described below and any other retention required by applicable law;
• after the export period, Autoentic may delete active account data and personally identifiable information in the ordinary course; and
• Autoentic shall retain (i) the cryptographic hash-chain entries and the minimum metadata required to validate previously issued Certification Artifacts indefinitely, as the minimum data reasonably necessary for Autoentic to (1) defend the integrity of previously issued Certification Artifacts against claims of forgery, alteration, or repudiation, (2) detect, prevent, and respond to fraud as permitted under Texas Business and Commerce Code Section 541.051(c)(1)(B), and (3) comply with Autoentic's record-retention obligations under applicable law, and (ii) the underlying inspection session payload data on the schedule set out in Section 8 of the Privacy Policy (currently up to seven (7) years following closure of the Customer's account). The retained hash-chain records consist of cryptographic entries and minimal validation metadata; they do not constitute a residual right for Autoentic to use the Customer's data for any purpose other than preserving the integrity of previously issued Certification Artifacts. Notwithstanding the foregoing retention, an Authorized User or Customer may submit a deletion request under Texas Business and Commerce Code Section 541.051 or other applicable data-protection law; in response to a verified request, Autoentic will retain only the de-identified hash entries and minimum validation metadata that do not on their own identify any natural person.

The provisions of these Terms that by their nature should survive termination shall survive, including Sections 3 (Eligibility, with respect to representations made), 4 (Account, Credentials, and Communications, with respect to confidentiality of credentials and security-incident notification), 6 (Acceptable Use), 7 (Hardware and Third-Party Services, with respect to the disclaimers of liability), 8 (Measurements Are Advisory), 9 (Customer Data and Privacy, with respect to the surviving license, the Privacy Policy reference, and security commitments), 10 (Confidentiality), 11 (Fees and Payment, with respect to amounts accrued before termination), 13 (Effect of Termination), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Governing Law), 18 (Dispute Resolution), 20 (Force Majeure, with respect to events occurring before termination), 21 (Assignment), 22 (Miscellaneous), 23 (Beta and Preview Features), 24 (Notices), 25 (DMCA / Copyright Claims), and 26 (Open-Source Software), and any other provision that by its nature should survive.

14. Disclaimers

THE SERVICE, INCLUDING ALL FOCS SCORES, CERTIFICATION ARTIFACTS, REPORTS, AND OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTOENTIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. AUTOENTIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY FOCS SCORE OR CERTIFICATION ARTIFACT WILL BE ACCURATE OR SUITABLE FOR ANY LEGAL, INSURANCE, REGULATORY, AUCTION, LENDING, OR TRANSACTIONAL PURPOSE. THE CUSTOMER'S USE OF THE SERVICE IS AT ITS SOLE RISK.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUTOENTIC OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AUTOENTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF AUTOENTIC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES PAID OR PAYABLE BY THE CUSTOMER TO AUTOENTIC UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS DO NOT APPLY TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, (II) A PARTY'S BREACH OF SECTION 10 (CONFIDENTIALITY), (III) THE CUSTOMER'S BREACH OF SECTION 6 (ACCEPTABLE USE), (IV) A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (V) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY A PARTY OR ITS REPRESENTATIVES, OR (VI) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN AND THAT THEY APPLY EVEN IF AN AGREED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Indemnification

By Autoentic.Autoentic shall defend the Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes such third party's U.S. patent, copyright, or trademark, and shall indemnify the Customer against amounts finally awarded against the Customer or paid in a settlement approved by Autoentic in respect of such claim. Autoentic has no obligation under this Section for any claim arising from (a) modification of the Service by anyone other than Autoentic, (b) combination of the Service with materials not provided or authorized by Autoentic, (c) use of the Service after Autoentic has notified the Customer to discontinue such use, or (d) the Customer's breach of these Terms.

By the Customer.The Customer shall defend Autoentic and its affiliates, officers, directors, employees, and agents against any third-party claim arising out of or relating to (a) the Customer's or any Authorized User's breach of Section 6 (Acceptable Use), (b) any misrepresentation by the Customer or any Authorized User of a FOCS score or Certification Artifact to a counterparty, (c) any acts or omissions of an Authorized User in connection with the Service, or (d) the Customer's violation of applicable law, and shall indemnify the Autoentic indemnitees against amounts finally awarded against them or paid in a settlement approved by the Customer in respect of any such claim.

Procedure.Each party's indemnification obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) granting the indemnifying party sole control of the defense and settlement (provided that no settlement requiring an admission of liability or unindemnified payment by the indemnified party may be entered without its consent), and (c) reasonably cooperating in the defense at the indemnifying party's expense.

Subpoena costs.If Autoentic is required to respond to a subpoena, deposition, or other compulsory process arising out of or relating to a Certification Artifact issued at the Customer's direction or to the Customer's use of the Service, the Customer shall reimburse Autoentic for its reasonable costs of compliance, including attorneys' fees, employee time at Autoentic's standard rates, and document-production expenses, except where the subpoena arises from a claim that Autoentic itself committed fraud or willful misconduct. Autoentic's personnel are not retained or available as expert witnesses in connection with any Customer matter; any voluntary expert participation requires a separate written engagement at then-current rates.

17. Governing Law

These Terms are governed by, and shall be construed in accordance with, the laws of the State of Texas, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, the parties consent to the exclusive jurisdiction of the state courts of Dallas County, Texas, and the U.S. District Court for the Northern District of Texas, Dallas Division, for any matter not subject to arbitration.

Nothing in these Terms limits any non-waivable statutory rights that an Authorized User may have under applicable data-protection law, including under the California Consumer Privacy Act / California Privacy Rights Act, the Texas Data Privacy and Security Act, the EU General Data Protection Regulation, the UK General Data Protection Regulation, or other applicable data-protection law in the Authorized User's jurisdiction of residence.

18. Dispute Resolution

Informal resolution. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service through informal negotiation. A party initiating the informal-resolution period shall send a written notice of dispute to the other party (notices to Autoentic shall be sent by email to [email protected] with a copy by U.S. mail to the address in Section 24) that (a) describes the nature and basis of the dispute, (b) identifies the specific relief sought, and (c) provides a current physical and email address at which the sending party may be reached. The informal-resolution period shall last thirty (30) days from receipt of the notice; if the dispute is not resolved by then, either party may commence arbitration.

Binding arbitration.Any dispute that is not resolved through informal negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The seat and place of arbitration shall be Dallas, Texas. The arbitration shall be conducted by a single arbitrator unless the amount in controversy exceeds one million U.S. dollars (US$1,000,000), in which case the arbitration shall be conducted by a panel of three arbitrators. The arbitrator(s) shall have the authority to grant any remedy that would be available in court under law or equity. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver.THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

Carve-outs.Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction in Dallas County, Texas (a) for claims of infringement or misappropriation of intellectual property rights, or (b) seeking temporary, preliminary, or permanent injunctive or other equitable relief to prevent or restrain irreparable harm. In addition, Autoentic may bring an action in any court of competent jurisdiction to collect amounts owed by the Customer under any Order Form or these Terms, and the Customer waives any right to compel arbitration of such collection action. Seeking any of the foregoing relief in court does not waive a party's right to compel arbitration of any other dispute.

Confidentiality of proceedings.Any arbitration under this Section is confidential. Except as required by law (including, where applicable to a party that is a "governmental body" as defined therein, the Texas Public Information Act, Texas Government Code Chapter 552) or as necessary to enforce or challenge an arbitration award, neither party, the AAA, nor the arbitrator(s) may disclose the existence, content, submissions, evidence, or result of the arbitration. The parties shall request that the arbitrator(s) enter an appropriate protective order at the outset of the proceeding to govern the handling of confidential and trade-secret information, including the FOCS scoring methodology and the cryptographic chain-of-custody design.

Attorneys' fees and costs.In any arbitration, court proceeding, or other legal action arising out of or relating to these Terms or the Service, the prevailing party (if any) is entitled to recover its reasonable attorneys' fees, expert-witness fees, arbitration filing and administration fees, court costs, and other reasonable costs incurred in connection with the proceeding. If the Customer is liable for amounts owed to Autoentic under any Order Form or these Terms, the Customer is also liable for all reasonable costs Autoentic incurs in collection, including reasonable attorneys' fees, collection-agency fees, and applicable interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

19. Changes to These Terms

Autoentic may update these Terms from time to time. For material changes, Autoentic will provide at least thirty (30) days' advance notice by email to the Customer's account contact and by an in-product notice. Non-material changes (such as clarifications, formatting, or updates to non-substantive references) take effect on posting. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, its sole remedy is to terminate these Terms before the effective date of the change. Prior versions of these Terms are archived and available on request to [email protected].

20. Force Majeure

Neither party will be liable for any delay or failure to perform (other than the obligation to pay amounts when due) caused by circumstances beyond its reasonable control and not caused by the affected party's fault, negligence, or breach of these Terms, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, public-health emergencies, internet or telecommunications failures, or failures of third-party suppliers. The affected party shall use commercially reasonable efforts to mitigate the effect of the event and resume performance.

21. Assignment

The Customer may not assign or transfer these Terms, in whole or in part, by operation of law or otherwise, without Autoentic's prior written consent, and any purported assignment in violation of this Section is void. Autoentic may assign these Terms, in whole or in part, without the Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these Terms relate. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

22. Miscellaneous

These Terms, together with any Order Form, the Privacy Policy, and any other policies referenced herein, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings on that subject. If any provision is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right is a waiver of that right, and no waiver is effective unless in writing and signed by the waiving party. Section headings are for convenience only and do not affect interpretation. These Terms may be executed in counterparts and accepted electronically, each of which is an original and all of which together constitute one agreement. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

Marketing reference.Autoentic may identify the Customer as an Autoentic customer and use the Customer's name and logo, in their original form and without alteration, on the Autoentic website, in customer lists, in investor or partner presentations, and in similar marketing materials. The Customer may opt out of this use, prospectively, at any time by emailing [email protected]; Autoentic will remove the Customer's name and logo from materials within Autoentic's reasonable control within thirty (30) days of the request, except where the materials have already been distributed or published.

Use of Autoentic marks.Except as expressly permitted by Autoentic in writing, the Customer shall not use the name "Autoentic," the Autoentic logo, the FOCS mark, or any other Autoentic trademark, service mark, trade dress, or branding in any advertising, publicity, signage, marketing materials, customer-facing communications, or in any manner that implies sponsorship, endorsement, certification, or affiliation by Autoentic. Mere use of the Service does not entitle the Customer to display or describe itself as "Autoentic Certified," an "Autoentic Partner," or any similar designation. This restriction survives termination of these Terms.

Order of precedence. In the event of any conflict between these Terms and any executed Order Form, the Order Form controls solely with respect to the matter expressly addressed in the Order Form, except that no Order Form may modify Sections 14 (Disclaimers), 15 (Limitation of Liability), 17 (Governing Law), or 18 (Dispute Resolution) without an express, signed, written amendment to these Terms that specifically references those Sections.

No construction against drafter.These Terms have been negotiated by parties acting at arm's length, each having had the opportunity to obtain independent legal counsel, and no rule of construction shall apply to interpret these Terms against any party as the drafter.

No reliance on extra-contractual representations.The Customer acknowledges that it is a sophisticated business entity and that, in entering into and performing under these Terms, it is not relying on any representation, warranty, statement, projection, demonstration, or other communication (whether oral, written, on Autoentic's website, in marketing materials, in pre-contract discussions, or otherwise) outside the four corners of these Terms, any executed Order Form, and the Privacy Policy. The Customer expressly disclaims reliance on any such extra-contractual statement as a basis for any claim, including any claim under the Texas Deceptive Trade Practices Act, Tex. Bus. & Com. Code Chapter 17, Subchapter E.

Limitations period.Any claim or cause of action arising out of or relating to these Terms or the Service must be commenced within two (2) years after the cause of action accrues; otherwise the claim or cause of action is permanently barred. This Section does not apply to any claim for which a shorter limitations period is provided by applicable law, nor to a party's obligation to pay amounts when due.

23. Beta and Preview Features

Autoentic may make features identified as "Beta," "Preview," "Early Access," or with similar designation (collectively, "Beta Features") available for evaluation. Notwithstanding anything else in these Terms: (a) Beta Features are provided AS IS, with all faults, and may be inoperable, incomplete, contain bugs, or include functionality that Autoentic may never release; (b) no warranty, indemnity, service-level commitment, or support obligation applies to Beta Features; (c) Autoentic's aggregate liability arising out of or relating to any Beta Feature is limited to one hundred U.S. dollars (US$100); (d) Autoentic may modify, suspend, or discontinue any Beta Feature, or the terms applicable to it, at any time without notice and without liability; (e) the Customer's use of any Beta Feature is voluntary and the Customer may discontinue use at any time; and (f) the Customer shall not publicly disclose the results of any benchmarking, performance evaluation, or similar assessment of any Beta Feature without Autoentic's prior written consent. Sections 14 (Disclaimers), 15 (Limitation of Liability), and 16 (Indemnification) apply to Beta Features as if more restrictive in favor of Autoentic.

24. Notices

Any legal notice required or permitted under these Terms shall be in writing. Notices to Autoentic shall be sent to [email protected], with a copy by U.S. mail to Autoentic LLC, 2714 W. Kingsley Road, Suite C2, Garland, TX 75041, marked "Attention: Legal." Notices to the Customer shall be sent to the email address most recently provided by the Customer for the account's billing or administrative contact. Notices are deemed received on the day of email delivery if delivered before 5:00 p.m. Central Time on a business day, otherwise on the next business day; or three (3) business days after deposit in U.S. mail, postage prepaid. The Customer is responsible for keeping its account contact email current.

Notwithstanding the foregoing, notices regarding (a) claims of infringement or misappropriation of intellectual-property rights, (b) allegations of material breach of these Terms by Autoentic, or (c) termination of these Terms for material breach under Section 12, are not effective if delivered by email alone, and must additionally be delivered by U.S. certified mail (return receipt requested), nationally recognized overnight courier with proof of delivery, or personal service to the postal address specified above. For these categories of notice, deemed receipt occurs on the date of actual delivery to the postal address, not on the date of any accompanying email.

25. DMCA / Copyright Claims

Autoentic respects the intellectual property rights of others and responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Notices of claimed infringement should be sent to Autoentic's designated agent at:

A valid notice must include the elements required by 17 U.S.C. § 512(c)(3), including identification of the copyrighted work claimed to have been infringed, identification of the allegedly infringing material with sufficient detail to permit Autoentic to locate it, the complainant's contact information, a statement of good-faith belief that the use is not authorized, a statement under penalty of perjury that the information is accurate and that the complainant is authorized to act on behalf of the rightsholder, and the complainant's physical or electronic signature. Autoentic may, in appropriate circumstances and at its discretion, terminate the accounts of users determined to be repeat infringers.

26. Open-Source Software

The Service includes open-source software components subject to their own license terms, including the Apache License 2.0, the MIT License, and licenses in the BSD family. A list of such components, together with their respective licenses and required attributions, is available within the Autoentic mobile application at Settings → Open-Source Notices and on the web at autoentic.com/oss-licenses. Nothing in these Terms limits the Customer's rights under any applicable open-source license with respect to the corresponding open-source component.

27. Contact

Questions about these Terms may be sent to: