Updated: July 27, 2022
Audenticity, Inc. ("Audenticity, "we," "us," "our") administers an affiliate network program ("Network") that may make available certain websites, tools, applications, widgets, software, API’s, Authorized Links (defined below), and associated content, software, and documentation ("Tools") that may enable Advocates (defined below) to promote and monetize certain content. By creating or using an Audenticity account ("Account"), you agree to be bound by this Agreement.
You must be at least 18 years of age to create an Account. If you do not agree to the terms of the Agreement, do not create an Account or use the Tools. Limit one Account per individual. If you do not comply with the terms of this Agreement, we may terminate this Agreement and disclaim any obligation to compensate you in any manner for any of your activities that might otherwise have resulted in you receiving compensation had you complied with this Agreement. Accounts are personal to you and you may not apply for an account on behalf of another individual. You shall keep your Account username and password confidential. You are solely responsible for maintaining the security of, and for all activities that occur under, your Account. You shall notify Audenticity immediately if, or if you suspect that, the security of your Account has been breached.
Upon your application to the Network, Audenticity may evaluate your websites, blogs, and social media accounts ("Properties") and the content created by you ("Content") to determine eligibility. Upon request, you shall provide supplementary documentation and information to support your application. Acceptance into the Network is at the sole discretion of Audenticity, and Audenticity may reject or deny your application for any reason or no reason at all. Once you have been accepted into the Audenticity Network you shall be an "Advocate" and may be eligible to earn compensation on your Content via your Properties.
Audenticity reserves the right to modify these Terms at any time by posting a notice on www.audenticity.com or by sending you a notice via email. Unless otherwise set forth in the notice, any such modifications shall be effective immediately. Your continued use of your Account and/or the Audenticity Tools shall constitute your acceptance of the Audenticity Terms, as modified as of the date the notice was posted, unless another effective date is set forth in the notice. Audenticity may, at any time, discontinue, suspend, modify, substitute, upgrade, replace, or terminate the Network, in whole and in part, with or without notice to you.
If you create an Account, you may have access to the Audenticity Tools. Subject to your compliance with the Agreement and any other applicable Audenticity policies, Audenticity hereby grants you a personal, non-exclusive, non-transferrable, revocable, limited license to use the Audenticity Tools with your Content on your Properties for the Term (defined below) of this Agreement. You shall not use the Tools for any other purpose. You shall comply with all usage guidelines, technical requirements, and other policies relating to the Tools that Audenticity may provide or post from time to time.
You shall not, and shall not permit others to: (a) copy, distribute, assign, rent, sell, sublicense, or create derivative works from the Tools; (b) damage, interfere with or unreasonably overload the Tools; (c) introduce any code intended to disrupt the Network; (d) alter or delete any information, data, text, links, images, software, chat, communications and other content made available through the Tools; (e) access the Tools by expert system, electronic agent, "bot," spider, or other automatic means, or manual process; (f) monitor or copy the Audenticity web pages or the content contained therein, including, without limitations the use of screenshots; (g) modify, reverse engineer, reverse assemble, decompile, or otherwise derive the source code of any Tools; (h) provide any unauthorized third party with access to the Tools; (i) interfere with the operation of the Network; (j) systematically retrieve data from the Tools to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Audenticity; (k) engage in any "screen scraping," "database scraping," or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Tools or any Audenticity website, in any manner or in any quantities not authorized by Audenticity; (l) take any action that imposes an unreasonable or disproportionately large load on Tools or the Audenticity infrastructure; (m) remove, obscure, or alter Audenticity’s or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within the Tools; (n) edit, modify, obscure, minimize or change the information contained in the Tools, including, without limitation, any product information, image, widget or default templates provided by Audenticity; (o) use the Authorized Links on any coupon deal websites and/or coupon aggregator websites; and (p) "crawl," "spider," index, store or cache information obtained from any part of the Tools.
The Tools may include links ("Authorized Links") to the Audenticity Website or to sites of retailer partners of Audenticity ("Retailers"). You may use Authorized Links with your Content on your Properties. You shall not use the Authorized Links on any properties or with any content that are not your own. You shall not frame, minimize, remove, inhibit, or redirect a user from, the full and complete display of any webpage accessed by an end user after clicking on an Authorized Link. If Audenticity requests that you remove an Authorized Link from your Properties, you must comply with such request within twenty-four (24) hours. Failure to comply with such request may result in suspension or termination of your Account and/or forfeiture of payments, as determined by Audenticity in its sole discretion.
Audenticity may, in its sole discretion, provide Advocates with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties ("Marketing Opportunities"). Enrollment in any such Marketing Opportunities is voluntary. All benefits and responsibilities relating to Marketing Opportunities shall be governed by the terms and conditions of such Marketing Opportunities, and if you elect to enroll in such Marketing Opportunities, you agree to be bound by all such terms and conditions. If you enroll in Marketing Opportunities, you hereby agree and acknowledge that a breach of your obligations under such Marketing Opportunities will constitute a breach of this Agreement. Audenticity reserves the right to change, suspend, or discontinue any aspect of any Marketing Opportunity at any time, including the availability of any Marketing Opportunity, and reserves the right to make Marketing Opportunities available only to select Advocates, and to remove you from any Marketing Opportunity at any time, in Audenticity’s sole discretion.
Only approved Advocates may be eligible to earn compensation ("Advocate Payout") from certain actions ("Actions") that result from a user clicking on the Authorized Links on the Advocate Properties and making a purchase (or performing other measurable activities) as determined by Audenticity, in its sole discretion. The specific Actions on which the Advocate Payout is based shall be set forth in the Advocate’s Account. Action rates are subject to change without notice at any time. Advocate Payout will be determined solely by Audenticity, in its sole discretion, and Audenticity’s determination is final and binding on you even if you disagree with Audenticity’s determination of the amount you are owed. Audenticity reserves the right to withhold, offset, or charge back your Account due to returns, refunds, reversals, fraud or a default on payment by the Retailer. Advocate Payout for Actions based on purchases are not earned and do not become payable until (a) a purchase can no longer be returned (Finalized), and (b) when Audenticity has received payment from the Retailer ("Closed"). Audenticity shall not be liable for payment on any Actions that are not Closed. Fees do not become payable until Audenticity has reviewed your Account and approved the Account for payment. Audenticity reserves the right to deny approval of Accounts for any reason, including, but not limited to, your violation of this Agreement.
You are ineligible for payment until Audenticity has approved you as an Advocate. Audenticity shall not be liable for any payments on transactions that have not Closed or on Accounts that have not been approved for payment. Audenticity also reserves the right to deny payment for: (a) Actions resulting from any bot, automated program or similar device, as determined by Audenticity, in its sole discretion; (b) Actions generated through deceptive, abusive, fraudulent, or other invalid means, as determined by Audenticity, in its sole discretion, including, without limitation, any Actions originating from your IP addresses or computers under your control; (c) Actions solicited by payment of money, false representation, or request for end users to click on the Authorized Links; (d) clicks co-mingled with a significant number of invalid clicks described in (b) above; (e) your breach of this Agreement; (f) your violation of applicable national, federal, state, and/or local laws, statutes, rules, regulations and orders (collectively, "Applicable Laws"); and (g) if Audenticity determines, in its sole discretion, that payment to you will violate Applicable Laws.
Payments are made on a monthly basis, provided that you are an approved Advocate, your Account is approved for payment, and the amounts earned in your Audenticity account meets the Minimum Balance. The "Minimum Balance" is US$25. Audenticity reserves the right to modify the payment method at any time in its sole discretion. Payment shall be calculated solely based on records maintained by Audenticity at its sole discretion. You are responsible for providing Audenticity with accurate information needed to facilitate payment to you. You are responsible for keeping your payment information updated in your Account. Audenticity hereby disclaims any liability for any payments related to erroneous contact or payment information provided by you. If you dispute any payment made, you must notify within thirty (30) days of any such payment by emailing a detailed description of your dispute to support@audenticity.com. You agree that failure to do so shall result in your waiver of any claim relating to such disputed payment. Moreover, you agree that by granting you permission to dispute the amount of any payment made to you, Audenticity in no way waives its absolute right, as set forth above, to make a final, binding determination, in its sole discretion, of the amounts you are owed.
You are solely responsible for paying any and all applicable taxes or charges imposed by any government entity in connection with your earnings from the Network, including, without limitation, any income tax related to your earnings from the Network. Audenticity is not obligated to, but may deduct applicable tax from any payments owed to you to the extent it is required by Applicable Laws.
Termination. This Agreement is effective upon your creation of an Account and shall continue until terminated in accordance with this Agreement ("Term"). You may terminate this Agreement with written notice to Audenticity. Audenticity may terminate this Agreement, your Account, and your enrollment in the Network, in whole or in part, including your access to the Tools, at any time with or without notice, including without limitation, due to your inactivity or if Audenticity believes, in its sole discretion, that you have violated the terms of this Agreement. Upon the effective date of termination, you will no longer be eligible to earn any additional Advocate Payouts. If your account is deactivated for any reason, Audenticity reserves the right to deduct a $5.00 USD administrative fee from any Account balance. Any Actions that have not Closed as of the effective date of termination are not payable. Section 5 (Use Restrictions), 9 (Payment Ineligibility), 10 (Payment), 12 (Term; Termination), 13 (Inactivity), 18 (Disclaimer of Retailer Obligations), 19 (Warranty), 20 (Disclaimer), 21 (Confidentiality), 22 (Ownership), 23 (Advocate License), 24 (Indemnification), 25 (Limitation on Liability), and 26 (Miscellaneous) shall survive termination of this Agreement.
Audenticity reserves the right to terminate your Account for inactivity or at any time, in its sole discretion. Inactivity is defined as any six (6) month period in which (a) no purchase Actions have Closed on your account or (b) your Account accrues less than $50.00 USD in earnings. Upon any termination of your Account, Audenticity shall pay any outstanding account balances earned and payable within thirty (30) days of termination, less $5.00 USD administrative fee. If you fail to provide Audenticity with complete and accurate payment information, Audenticity reserves the right to debit your Account $5.00 USD per month ("Maintenance Fee") to recover the cost of account maintenance in its normal course of business until you submit the necessary payment information for Audenticity to pay out your Account balance. Maintenance Fees are nonrefundable, but will not cause Account balances to become negative, and will not cause you to owe money to Audenticity.
You shall not (a) use scripts or disguised redirects to derive financial benefit from Audenticity; (b) distribute unsolicited advertising or mail messages, publish or distribute spam, unethical or unwanted commercial content, or engage in unlawful or objectionable acts (such as phishing, spoofing, transmitting computer worms, viruses, and other harmful code); (c) engage in any cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks, placing Authorized Links in banner ads, malware, or adware); (d) engage in keyword stuffing or similar activities in connection with the name, branded terms or trademarks (or any variations or misspellings thereof) of Audenticity or any Retailer (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters); (e) bid or purchase the name, branded terms or trademarks (or any variations or misspellings thereof) of Audenticity or any Retailer in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks, without prior express consent of the trademark owner; (f) engage in any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites); (g) include the name, branded terms or trademarks (or any variations or misspellings thereof) of Audenticity or any Retailer in any display URL or any paid marketing, without the express consent of the trademark owner; (h) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Audenticity or any Retailers without prior express written consent; (i) use any meta tags or any other "hidden text" utilizing the name or trademarks of Audenticity without our express written consent; (j) use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section; (k) post any material that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (l) infringe on any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party; (m) violate Applicable Laws or otherwise engage in any illegal, manipulative or misleading activity; (n) use Authorized Links in any downloadable software application without Audenticity’s prior written approval; (o) link to, frame, or otherwise embed or display any Content that contains any pornographic, hate-related, violent, defamatory, fraudulent or illegal content; (p) use cookies, web beacons, or other means to collect personal information from third parties in connection with your account; and (q) appropriate the identity of another person, impersonate any person or entity, misrepresent your affiliation with any person or entity, or post personal or confidential information of any other person.
You are solely for your Content and your Properties. You shall adhere to all applicable consumer protection and privacy-related laws and regulations, including, without limitation, Section 5 of the Federal Trade Commission Act, all endorsement requirements of the U.S. Federal Trade Commission ("FTC") and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (collectively, "FTC Regulations"), or other legal equivalents applicable to your jurisdiction. You shall include full, fair, and effective disclosures of the material facts relating to your relationship with Audenticity and any Retailer. Your disclosure statement should be clear and concise. If you are eligible to earn compensation or Advocate Payouts on your Content, your disclosure statement must state that we are compensating you for your review or endorsement. If you receive a product for free from us or from a Retailer, it must be clearly stated in a disclosure so that the reader can see both the disclosure and the review or endorsement at the same time. When you use Authorized Links, you must include a clear and conspicuous disclosure providing that you may earn fees in connection with your use of such links. You must use appropriate hashtags on your social posts (e.g., #ad or #sponsored). You shall immediately modify any Content and/or include the proper disclosures to comply with FTC Regulations upon notice. Failure to comply with this provision or a request to comply with FTC Regulations may result in termination of your Account. For more information on how to comply with the FTC requirements, please visit https://www.ftc.gov.
You shall take all necessary and proper measures to protect personal privacy on your Properties, including, without limitation, making all appropriate privacy and data collection and/or data usage disclosures in accordance with Applicable Laws. You will comply with the obligations under applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement. If you operate from the European Economic Area ("EEA") or you market to or target individuals in the EEA or you collect or otherwise process any personal data (as defined by the Regulation (EU) 2016/679 ("GDPR")) from users in the EEA, then you agree to comply with the GDPR and the Directive 95/94/EC (collectively, Data Regulations"). You shall inform users in a prominent manner that you use tracking devices and cookies for advertising purposes, and obtain user consent to place tracking devices, such as cookies (including those enabled by Audenticity, if any) on such users’ computers and devices. You will share such consent with Audenticity in a manner that is mutually agreed upon and provide users the ability to withdraw such consent, in each case via the technology made available to you by Audenticity or such other consent tool approved by Audenticity. You will cooperate with Audenticity as reasonably requested to enable the compliance with this Section.
By creating an Account, you are becoming a member of a community that depends on the goodwill and responsible behavior of each individual. You shall not transmit or communicate any images, content, or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Network, the Tools, Audenticity, our employees, contractors or agents, our Retailers, or other Advocates. This includes communications by means of social media or other Internet posts which violate our Community Standards or promote or encourage gaming or fraudulent behavior. If you violate this provision, as determined by Audenticity in its sole discretion, we may terminate this Agreement and your enrollment in the Audenticity Network.
You acknowledge and agree that Retailers, and all of their affiliates and licensors, and their respective employees, officers, directors, and representatives, have no obligation to provide any support to you and will not pay advertising fees to you. You agree that Retailers will not be liable to you for any claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) of any kind. You hereby agree that Retailers are intended third-party beneficiaries of this Agreement.
You represent and warrant that: (a) you are at least 18 years of age; (b) all information provided by you to Audenticity is correct, accurate, and current; (c) your Content shall be your original work, you are the exclusive owner of your Content, and your Content does not infringe, misappropriate or violate a third party's intellectual property rights or rights of publicity or privacy; (d) you shall comply with all Applicable Laws, including without limitation, all FTC Regulations and Data Regulations; (e) you have the right to grant all of the licenses set forth under this Agreement, without Audenticity incurring any third party obligations or liability arising out of its exercise of the rights granted by you under this Agreement; (f) you hold any rights or consents necessary for Audenticity to process the visitor information collected by Audenticity from your Properties in accordance with this Agreement and to transfer such data outside of the EU; and (g) you will take appropriate technical and operational measures against accidental loss and damage to, and the unlawful processing of visitor information collected on your Properties.
AUDENTICITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. AUDENTICITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, QUALITY, ACCURACY, AND FITNESS FOR ANY PARTICULAR PURPOSE. AUDETICITY DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE AUDENTICITY TOOLS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ENROLLMENT IN THE AUDENTICITY NETWORK WILL RESULT IN ANY MINIMUM FEES OR PAYMENTS UNLESS OTHERWISE AGREED IN WRITING. AUDENTICITY PROVIDES THE AUDENTICITY TOOLS AND AUDENTICITY NETWORK "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. AUDENTICITY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE AUDENTICITY TOOLS OR ANY USER COMMUNICATIONS. IF YOU ARE DISSATISFIED WITH THE AUDENTICITY TOOLS OR THE AUDENTICITY NETWORK, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF THE AUDENTICITY TOOLS.
"Confidential Information" means any oral, written, graphic or machine-readable information including, but not limited to, that which relates to rates, Advocate Payouts, Actions, or other statistics relating to performance in the Tools, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of Audenticity or any Retailer, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) is lawfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) rightfully known prior to receiving such information from Audenticity; or (d) developed independently of any information originating from Audenticity. You agree that, during the Term of this Agreement and for three (3) years thereafter, you will not disclose to any third party or use any Confidential Information disclosed by Audenticity except as expressly permitted in this Agreement. You will take all reasonable measures to maintain the confidentiality of the Confidential Information in your possession or control. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that you use reasonable efforts to notify Audenticity in advance of such disclosure so as to permit Audenticity to request confidential treatment or a protective order prior to such disclosure. You may share Confidential Information on a "need-to-know" and confidential basis to your financial advisors, lawyers or other agents who are obligated to maintain the confidentiality of such information with confidentiality obligations at least as protective as those contained under this Agreement. Without prejudice to the rights and remedies otherwise available, you agree that money damages would not be a sufficient remedy for any breach of this Section by you or your respective representatives and, accordingly, Audenticity shall be entitled to obtain equitable relief, including injunctive and specific performance, if you or any of your representatives breaches or threatens to breach any of the provisions of this Section. Upon termination of this Agreement or Audenticity’s written request, you shall return and/or destroy all Confidential Information under your possession or control, including all copies thereof, and certify such destruction to Audenticity.
"Intellectual Property Rights" mean any copyright, trademark, patent, trade secret, and other intellectual property rights. You shall maintain all right, title, and interest in and to your Content, including all Intellectual Property Rights therein. Audenticity and/or its licensors shall maintain all right, title, and interest in and to the Audenticity Tools, the Audenticity Network, and all Audenticity Branding, including all Intellectual Property Rights therein."Audenticity Branding" means all trademarks, service marks, logos, and other Audenticity brand elements. The Audenticity Tools may include widgets or scripts designed to push certain content or services to Properties without the need for a manual update. Such tools may collect information from visitors of Properties, and such data shall be owned by Audenticity. Any information or data collected by Audenticity via the Tools shall be owned by Audenticity.
You hereby grant to Audenticity a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display the Content for any purpose, which include, but are not limited to, use in Audenticity presentations, marketing materials, proposals, financial reports, search results pages, and referral pages, and syndication on sites or applications owned or operated by Audenticity, Retailers, and/or their respective partners. Audenticity may also syndicate your Content on digital properties of Audenticity Affiliates, including, without limitation, www.audenticity.com. An "Audenticity Affiliate" is any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with Audenticity or is corporate parent, where "control" (or variants of it) will mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract, or otherwise. You further grant Audenticity a non-exclusive, perpetual, worldwide, royalty-free license to use your name, images, and likeness ("Persona"), trademarks, service marks, logos, and other brand elements for the purpose of promoting the Network and as incorporated in the Content in connection with the licenses granted hereunder.
You agree to indemnify, defend, and hold Audenticity, its subsidiaries, and affiliates, and each of their respective directors, officers, employees, Retailers, and partners (collectively "Indemnified Parties") harmless from and against any and all claims, liability, settlements, loss, and expense (including, without limitation, attorneys’ fees and costs), brought against any Indemnified Party, arising out of or relating to (a) your use of the Tools, (b) your Properties or Content, (c) your breach of any provision of this Agreement, (d) your violation of Applicable Laws, including, without limitation, any FTC Regulations or Data Regulations; and (e) any claim that your Properties or Content infringes on an Intellectual Property Right, privacy right, or publicity right of any third party. You agree to cooperate with Audenticity in the defense of any claim, and Audenticity reserves the right, at our own expense, to assume the exclusive defense, control and settlement of any indemnifiable matter under this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUDENTICITY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). AUDENTICITY’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE AUDENTICITY TOOLS UNDER THIS AGREEMENT.
a. Non-Disparagement
You will not engage in any conduct that is disparaging or make any disparaging statements about Audenticity or its Retailers or their respective employees or agents. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. You also agree that you will not take any action that could be deemed to interfere with Audenticity’s relationship with any Retailer or other Advocate. Without limiting any other rights or remedies available to Audenticity, violation of this provision may result in termination of this Agreement and of payments, as determined by Audenticity, in its sole discretion.
b. Non-Solicitation
You covenant and agree that during the term of this Agreement and for one (1) year following any termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with Audenticity. For purposes of this Agreement, a business that is in competition with Audenticity includes any business that offers tools similar to the Audenticity Tools. During the Term, and for two (2) years thereafter, you will not use any Audenticity Confidential Information to compete with Audenticity or to solicit Advocates or influencers, retailers, vendors, developers, or agents, employees or affiliates of Audenticity away from a business relationship with Audenticity.
c. Governing Law; Arbitration
The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of California in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law. You agree that any dispute, claim or controversy arising out of or in connection with the Audenticity or this Agreement or relating in any way to the Audenticity Network or the Audenticity Tools shall be determined by binding arbitration in San Mateo, California under the American Arbitration Association ("AAA"). To the extent claims cannot be resolved in Arbitration, you hereby submit to exclusive jurisdiction in the state and federal courts of the City and County of San Mateo, California. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts. You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Audenticity, and Audenticity waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Audenticity can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Audenticity further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void. You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration. The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the AAA, as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.
d. Severability; No Waiver
If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remaining provisions of this Agreement will continue in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
e. Assignment
You may not assign or transfer this Agreement, in whole or in part, without Audenticity’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
f. Notices
All notices required or permitted under this Agreement to Audenticity will be in writing, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after having been sent by email to supportl@audenticity.com. All physical notices will be sent to Attn: Audenticity Legal, Audenticity Inc., 745 Stanford Avenue, Menlo Park, CA, or support@audenticity.com.