Terms of Service

Last Updated: 2025-09-25

1. Introduction

1.1 Welcome to PropelAuth! Your use of PropelAuth’s services, including the services PropelAuth makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service and all software or services offered by PropelAuth in connection with any of those (the “Services”), is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” “Company” and “PropelAuth” refer to PropelAuth, Inc., the providers and operators of the Services.

1.2 In order to use the Services, you (“Customer”) must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you,” “your,” and “Customer” will also refer to that organization, wherever possible.

1.3 You must be over 18 years of age to use the Services, and children under the age of 18 cannot use or register for the Services.

1.4 You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by PropelAuth or any of its affiliates regarding future functionality or features.

1.5 If you have entered into a separate written agreement with PropelAuth for use of services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.

1.6 ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PROPELAUTH WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1.7 BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

1.8 CERTAIN FEATURES OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICES IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Services and Support

2.1 Company hereby grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable license to access and use the Services solely for Customer’s internal business purposes in accordance with these Terms and the Subscription Limits stated in Customer’s Order Form.

2.2 As part of the registration process, Customer will identify an administrative username and password for Customer’s account. Company reserves the right to refuse registration of, or cancel usernames it deems inappropriate. Customer agrees, on behalf of itself and any of its employees, consultants, agents, and End Customers to which Customer desires to designate as authorized users (“Users”), to provide true, accurate, current, and complete information during the registration process.

2.3 Customer’s subscription entitles Customer access to the Services up to the limits identified in Customer’s Order Form (“Subscription Limits”).

2.4 PropelAuth may offer a number of different tools as part of the Services (each a “Tool”). The Tools to which your subscription provides you access are those listed in your Order Form. If you wish to access additional Tools, your subscription can be modified subject to applicable additional fees.

2.5 Subject to these Terms, Company will use commercially reasonable efforts to provide Customer the Services.

3. Restrictions and Responsibilities

3.1 Customer will not, directly or indirectly, and will not permit others to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels; (v) attempt in any way to circumvent the Subscription Limits set forth in your Order Form; (vi) use the Services or Software for any purpose that is unlawful or is otherwise prohibited or unauthorized by these Terms.

3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and all applicable laws and regulations.

3.3 Customer acknowledges that PropelAuth does not manage or control the accuracy or content of any third-party materials that Customer accesses, stores or distributes through the Services, and accepts no responsibility or liability for that information.

4. Confidentiality; Proprietary Rights; Data Protection

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

4.2 As between Customer and the Company, Customer shall own all right, title and interest in and to any data related to Customer’s clients, personnel, business, and systems, that Customer submits and stores via the Services (the “Customer Data”).

4.3 Company shall own and retain all right, title and interest in and to (a) the Services and Software, together with all improvements, enhancements or modifications thereto and any derivative works thereof.

4.4 Customer may choose to or Company may invite Customer to submit comments or ideas about the Services, including without limitation about how to improve the Services (“Feedback”). By submitting any Feedback, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction.

5. Payment Terms

5.1 Customer agrees to pay Company the applicable fees described in Customer’s Order Form in accordance with the terms therein (the “Fees”).

5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.

6. Term and Termination

6.1 These Terms shall continue to apply until the Company terminates Customer’s account or Customer disables its subscription via its account profile prior to the renewal date.

6.2 In addition to any other remedies it may have, either party may also terminate their contractual relationship at any time for any reason.

7. Warranty and Disclaimer

Company shall provide the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS.

9. Indemnification

Customer agrees to defend, indemnify and hold harmless PropelAuth from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses arising out of or related to: (a) Customer’s Product and/or an End Customer’s use thereof; (b) Customer Data and/or Customer’s provision of the Customer Data to PropelAuth.

10. Governing Law; Dispute Resolution

10.1 Governing Law. These Terms shall be governed by the internal substantive laws of the State of California.

10.2 Arbitration. For any dispute with either party, the parties hereto agree to first contact the other party and attempt in good faith to resolve the dispute informally. If the dispute is not resolved after sixty (60) days, the parties agree to resolve any claim by binding arbitration.

10.3 Class Action/Jury Trial Waiver. Customer and PropelAuth are each waiving the right to a trial by jury or to participate in a class action.

11. Modifications, Changes and Beta Features

11.1 Modifications to the Services. PropelAuth is constantly innovating in order to provide the best possible experience for its users.

11.2 Changes to the Terms. These Terms may be amended or updated from time to time without notice.

12. Publicity

Customer agrees that Company may use Customer’s trade names, trademarks, service marks, logos, domain names and other distinctive branch features in presentations, marketing materials, customer lists, financial reports and website listings for the purpose of advertising or publicizing Customer’s use of the Services.

13. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary.