Terms of Service
EasyIdentity Cloud Directory Agreement
Welcome to EasyIdentity. Please read the EasyIdentity Cloud Directory Terms below (our “ECD Terms”, “Terms”, “Terms of Service” or “TOS”) carefully as they contain the legal terms and conditions that govern your access and use of the Service or Professional Services provided by EasyIdentity or 9STAR. (“EasyIdentity”). The term “Customer” means the individual or entity that registers for or uses the Service or Professional Services.
When you indicate agreement to the Agreement (defined below), you represent and warrant that you are authorized to execute, deliver, and bind Customer to, the Agreement, and to act as Customer’s agent in connection with the Agreement. The “Effective Date” of the Agreement is the earlier of the date you (a) begin using the Service, or (b) complete an Order.
EasyIdentity has developed, and updates from time to time, an online user and device data management, and security service (the EasyIdentity Cloud Directory PlatformTM) that assists customers in the management, monitoring, and security of customers’ users and device infrastructure (the “Service”).
The “Agreement” (or “ECD”) includes the ECD Terms, together with these preamble paragraphs, all Orders, addenda, and referenced attachments. This Agreement constitutes the terms and conditions under which EasyIdentity is willing to provide Customer with the Service and Professional Services and will take precedence over any conflicting or inconsistent text included in other materials (e.g., promotional materials) on the Site or provided to or by Customer. Except to the extent expressly provided in an Order, the ECD Terms will take precedence over any conflicting or inconsistent terms and conditions accompanying any Order. Any standard terms, invoicing documents, or purchase order terms provided by Customer are expressly rejected.
EasyIdentity may modify the ECD Terms at any time by posting updated versions of the ECD Terms on the Site. Such modifications become effective and binding on Customer upon the earlier of (i) any Customer access to or use of the Service after the date they are posted or (ii) thirty (30) days after the modifications are posted. Any continued Customer access to or use of the Service after the modifications have become effective will be deemed conclusive acceptance of the updated ECD Terms.
EasyIdentity Cloud Directory® Terms
1. Definitions
Capitalized terms have the meanings in this Section 1 (Definitions), or in the Section where they are first used.
“Administrator” means a person who signs up for the Service on behalf of Customer or is authorized by Customer via the Service, and that administers the Service on Customer’s behalf.
“API” means software code that makes a call to any interface that is part of the Service.
“Authorized Software” means a Software made available by EasyIdentity and expressly identified by EasyIdentity (at the download site for the Software) as an authorized EasyIdentity Software, including ‘Cloud Directory Insights’ configuration scripts or templates. The Service includes all Authorized Software.
“Customer Data” means all information, data, files, links, and other materials submitted to or collected by the Service, including information regarding information technology infrastructure provided to EasyIdentity under this Agreement. Customer Data excludes Usage Data.
“Device” (or “System”) means any device (e.g., computer, server, laptop, tablet, mobile device or other digital/electronic device) that is part of Customer’s systems and/or network, or that accesses, is managed or tracked by, or is authorized to access, the Service.
“Documentation” means the documentation provided or made available by EasyIdentity to Customer describing use and operation of the Service.
“EasyIdentity Agent” means a EasyIdentity software agent that is intended to run on a Device (e.g., a User’s computer or server). The Service includes all EasyIdentity Agents.
“Order” means a EasyIdentity-provided quote that has been timely executed by Customer, a Customer ordering document (excluding any standard or “form” terms therein) that has been signed by both parties, and/or the Service details specified in the self-service ordering process on the Site.
“Professional Services” means the consulting, implementation, script-writing, technical account management, migration, or other professional services performed by EasyIdentity personnel pursuant to an Order.
“Service API” means an application programming interface (API) that is expressly identified as an official API and provided by EasyIdentity to Customer for accessing the Service.
“Site” means the EasyIdentity website, mobile application(s), and/or Service dashboard.
“Software Tool” means a software tool (e.g., a script or set of scripts) that provides extensions to or automations for the Service.
“Usage Data” means all data collected or generated by EasyIdentity in connection with use of the Service or with Professional Services (including information related to Devices, Users’ use of the Service, network monitoring, and analysis.) Usage Data does not include public keys, usernames, or User passwords, which are part of Customer Data.
“User” means each Customer employee or contractor, or other individual or entity that accesses the Service or is added to the Service by Customer (including any Administrator and any individual or entity for which an email address or other identifier has been added to the Service, even if suspended or not activated for, or active in, any features of the Service.) Any access or use of the Service by any User is considered use or access by Customer.
2. Services
2.2 Access: Limited License. Subject to this Agreement, EasyIdentity grants Customer, during the Term, a non-exclusive, limited, non-sublicensable, and non-transferable (except to the extent expressly permitted under Section 11.6 (Assignment)) license to: (a) access and use the Service to the extent identified in an Order and as permitted in the Terms; (b) install and use the Authorized Software Tools solely in connection with Customer’s use of the Service and solely in accordance with the applicable Documentation; (c) use and reproduce the Documentation solely in connection with Customer’s use of the Service; (d) install and use any EasyIdentity Agent (which is required to access or use certain features and functionalities of the Service) in object code form, solely to access and use the Service via such EasyIdentity Agent for Customer’s internal business purposes in accordance with the applicable Documentation; and (e) write API Code that complies with the Documentation for the Service APIs and use such API Code solely to access and use the Service as permitted in this Agreement. No implied license or right of any kind, and no patent license or right, is granted to Customer under this Agreement.
2.5 Data Processing:
(a) EasyIdentity will process Customer Personal Data (as defined in the DPA) according to the Data Processing Addendum (“DPA”), which is part of this Agreement and available at www.EasyIdentity.co/gdpr or /legal. The DPA may be updated from time to time by EasyIdentity and is incorporated into the Agreement. EasyIdentity will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.
(b) Such safeguards will include:
(1) TLS encrypted communications between EasyIdentity’s servers and applicable EasyIdentity Agents;
(2) sensitive data is encrypted at rest and in transit using industry standard encryption technology;
(3) employee security awareness training and appropriate background checks;
(4) redundant Service infrastructure;
(5) internal access controls; (6) active software monitoring of EasyIdentity user logins and privileged commands; and
(7) log monitoring.
2.6 Usage Data:
Customer acknowledges and agrees that provision of the Service involves, and Customer authorizes, EasyIdentity’s:
(a) processing of Customer Data and Usage Data in connection with providing the Service, to assist Customer in using the Service, and as described in this Agreement;
(b) use of Usage Data in connection with providing, analyzing, and improving the Service; and
(c) generation and use of de-identified, aggregated, and/or anonymized data that does not include any identifying information of, or reasonably permit the identification of, Customer or any individual (including any User). EasyIdentity will comply with applicable statutory requirements with respect to the data generated pursuant to this Section 2.6 (Usage Data).
2.7 Software Tools and APIs:
Any Software that is not an Authorized Software (a “Community Software Tool”, e.g., a script developed or modified by, or specifically for, Customer or third parties) or API Code that is not written and provided by EasyIdentity is not a component of the Service and is not required to be supported by EasyIdentity. It is Customer’s responsibility to
(a) ensure that its use of Community Software Tools and such API Code will have the effects desired by Customer,
(b) regularly check for updates to the Authorized Software and the Service APIs, and
(c) make appropriate updates to any API Code and the Software it uses. Certain features of the Service (e.g., the ‘Cloud Directory Insights’ feature) may require Customer to turn on certain features, templates, services, logging, or configurations of Customer’s cloud environment(s) or execute certain code or scripts in such environments, and enable transmission of such log data to the Service for such feature.
2.9 Third-Party Authentication and Integrations:
The Service may enable Customer to
(a) use third-party authentication services or credentials (or tokens associated with such credentials (e.g., to sign on to the Service or as credentials for single sign on (SSO) to access third-party accounts such as Google, Slack, and GitHub) (“Third-Party Authentication”), and
(b) integrate the Service with third-party services (each, a “Third-Party Integration”). Third-Party Integrations are intended, for example, for data transfers for syncing and are implemented through protocols such as SCIM. Customer acknowledges and agrees that:
(1) EasyIdentity is entitled to rely on any authentication or credentials provided via any Third-Party Authentication; (2) Customer authorizes EasyIdentity to disclose Customer Data to the third party associated with any Third-Party Integration that Customer enables;
(3) EasyIdentity will not be responsible or liable, directly or indirectly, for the security of any Third-Party Authentication including with respect to the third party’s implementation of the Third-Party Integration or the security of the underlying protocols used for the same, or for any damage or loss caused by or in connection with the use of or reliance on any Third Party Authentication;
(4) each applicable Third-Party Authentication provider is a separate data controller or processor with respect to such provider’s processing of Customer Data;
(5) any use of any Third-Party Authentication is subject to such provider’s terms and privacy practices and EasyIdentity does not control the processing of Customer Data by any such provider; and
(6) if Customer enables, integrates, accesses, or otherwise uses any Third-Party Authentication in connection with use of the Service, any such use is governed solely by the terms, conditions, and policies of such Third-Party Authentication.
ANY USE OF THIRD-PARTY AUTHENTICATION IS DONE AT CUSTOMER’S SOLE RISK. EasyIdentity IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY AUTHENTICATION OR THE SECURITY THEREOF.
2.10 Beta Features:
EasyIdentity may make certain pre-release, beta, or evaluation features or functionality available to Customer as part of the Service (“Beta Features”) for Customer to evaluate. Customer’s use of any Beta Features is subject to any additional or different terms that EasyIdentity may specify. EasyIdentity:
(a) may terminate access to Beta Features at any time (notwithstanding any announced or expected availability (e.g., trial, evaluation, or beta period));
(b) may or may not make a Beta Feature available as a generally-available feature of the Service, and/or
(c) may make available as part of the Service or as an Add-On (as defined in Section 3.1 (Fees; Payments)), a generally-available feature of the Service that is the same or similar to a Beta Feature. Except as otherwise set forth in this Section 2.10 (Beta Features), these ECD Terms apply to Beta Features. Customer acknowledges that Beta Features are under development, may be inoperable or incomplete, and are likely to contain errors and bugs. EasyIdentity may, when announcing a Beta Feature, charge a fee for a Beta Feature. All information regarding the existence, characteristics, features, or performance of any Beta Feature constitutes EasyIdentity’s Confidential Information. To the maximum extent permitted by applicable law, EasyIdentity disclaims all obligations or liabilities with respect to Beta Features.
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, EasyIdentity’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER WITH RESPECT TO BETA FEATURES WILL IN NO CASE EXCEED US$100.
2.11 Sales Channel Partners:
If Customer has entered into an arrangement with an authorized EasyIdentity channel partner with respect to the Service (such as a reseller or managed service provider) (“Channel Partner”), EasyIdentity may delegate or novate any of its obligations under this Agreement to such Channel Partner (e.g., support services and payment collection), and EasyIdentity will not have any obligation to provide such delegated or novated services to Customer (because the Channel Partner will have such obligation directly to Customer). Any nonpayment of applicable Service Fees (by Customer or such Channel Partner) to EasyIdentity will be a material breach of this Agreement.
2.12 Professional Services:
To the extent that an Order includes Professional Services, this Section 2.12 (Professional Services) applies. EasyIdentity will provide the Professional Services in a workmanlike manner consistent with generally accepted industry standards. Customer must notify EasyIdentity of any breach of EasyIdentity’s obligations regarding Professional Services within thirty(30) days from the performance of the relevant Professional Services. Customer’s sole and exclusive remedy and the entire liability of EasyIdentity for its breach of such obligations will be for EasyIdentity, at its expense and discretion, to
(a) use commercially reasonable efforts to reperform or repair the non-conforming Professional Services, or
(b) if EasyIdentity is unable to reperform or repair the Professional Services, refund the portion of the Professional Services Fees paid attributable to the non-conforming Professional Services. Customer acknowledges that EasyIdentity’s ability to perform the Professional Services is dependent and conditioned upon Customer’s provision of timely and accurate information, access to resources, and Customer’s cooperation. Professional Services include but are not limited to:
(i) “Technical Account Management Services” or “TAM Services”, meaning the technical advisory Professional Services identified in an Order and provided by EasyIdentity personnel;
(ii) “Implementation Services”, meaning the consultative, planning, or management Professional Services identified in an Order and provided by EasyIdentity personnel to implement the Service; and
(iii) “Migration Services”, meaning the consultative, planning, and management Professional Services identified in an Order and provided by EasyIdentity personnel to migrate Customer’s users, devices, and applicable data (e.g., groups and applications) from Customer’s then-current platform to the Service.
2.13 Specific Features:
EasyIdentity makes certain features of the Service available for which additional terms apply.
3. Fees and Payments
3.1 Fees:
Customer will pay EasyIdentity all fees identified on the applicable Order and/or described in this Agreement (including all support fees and fees for Add-Ons) (the “Service Fees”, and for Professional Services, “Professional Services Fees“) in accordance with the applicable Order and this Section 3 (Fees; Payments), via a method approved by EasyIdentity (e.g., wire, swift, etc.). All fees will be paid in U.S. Dollars. Customer will make all payments of the Service Fees and Professional Services Fees to EasyIdentity without conditions or reduction for any fees or charges applicable to Customer’s method of payment (e.g., wire fees). EasyIdentity may charge Customer (and Customer will pay EasyIdentity) for the amount of any such fees to the extent Customer’s payment is made net of any such fees. EasyIdentity may offer additional features or functionality relating to the Service that are not included in the Service subscription purchased by Customer pursuant to an Order (“Add-Ons”) for the additional fees described on the Site. Customer acknowledges that EasyIdentity may, after informing Customer of its use of Add-Ons, charge Customer such additional fees for Customer’s use of Add-Ons. To the extent any Add-Ons are otherwise eligible for any packaged or bundled pricing discounts, such discounts will not apply to unauthorized access or use of such Add-Ons by Customer. Notwithstanding the foregoing, EasyIdentity may permit Customer to use Add-Ons on a trial basis, without the payment of any additional fees, for up to 30 days or as otherwise agreed in writing by EasyIdentity.
3.2 User-Based Pricing:
Customer may authorize up to three (3) Devices per User. Customer will be invoiced 33.3% of the then-current per-User Service Fee list price for each Device that accesses or is authorized to access the Service in excess of this limit (for illustrative purposes only: if Customer has 20 Users, Customer will be invoiced for each Device authorized in excess of 60 Devices). Solely for purposes of calculating Service Fees under this Section 3 (Fees; Payments), the term “User” will not include any User that
(a) is solely an Administrator, or
(b) is otherwise identified by EasyIdentity as being excluded from the payment of fees under this Agreement.
3.3 High-Water Marks:
The Service Fees for each month will be calculated based on the maximum number of Users, as applicable, measured at any time during the calendar month (a “High-Water Mark” of Users). For purposes of calculating the High-Water Marks for User-based pricing, and for illustrative purposes only: if there are 20 Users, and then during that month, (i) 5 Users are added (and 2 are later deleted), then:
(a) the High-Water Mark of Users for that month would be 25 Users (and the Service Fees for such month would be based on 25 Users), described in Section 3.2 (User-Based Pricing) for 10 Devices in excess of 75).
3.4 Committed Period Subscriptions
If the Order indicates that Customer will pay for a committed period, such as a set number of months or years, all Service Fees will be invoiced in advance at the billing frequency specified in the applicable Order based on the number of Users specified in such Order (the “Committed Quantity” of Users). If the High-Water Mark of Users or of Devices for Customer exceeds the applicable Committed Quantity in any month, EasyIdentity will invoice, and Customer will pay, the difference between each Committed Quantity and each High-Water Mark, based on the Service Fees calculation described in Section 3.3 (High-Water Marks), for such month.
3.6 Payment Card Authorization
Unless otherwise stated in the applicable Order, EasyIdentity will charge (and Customer hereby authorizes EasyIdentity to charge) Customer’s provided payment card, as of the date the invoice is generated, for
(a) all Monthly Service Fees,
(b) all fees for any billing frequency specified in the applicable Order,
(c) all Service Fees for the Committed Quantities applicable as of the date the applicable invoice is generated,
(d) all fees for any applicable Renewal Order Term (as defined in Section 6.2 (Order Renewal)), at the time of such renewal, and
(e) the amount of any past due fees, plus late charges, if any, due to EasyIdentity under this Agreement. If any fees are less than $1,000, a payment card is required unless otherwise agreed in writing by EasyIdentity. EasyIdentity’s payment card processor will retain Customer’s payment card information for purposes of this Section 3.6 (Payment Card Authorization).
3.7 Payment Terms and Taxes
All fees are due to EasyIdentity within fifteen (15) days after the date of the applicable invoice (except as provided in Section 3.6 (Payment Card Authorization) or as otherwise agreed by the parties in the Order). Claims for adjustment of any invoiced or charged fees must be submitted in good faith by Customer before payment is due. Claims must be submitted by Customer electronically to EasyIdentity at billing@EasyIdentity.co. If any amounts are disputed in good faith, Customer will pay the undisputed amounts when due and payment of such undisputed amounts may not be withheld for any reason. Undisputed amounts that are not paid when due may accrue a late fee of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Customer will reimburse EasyIdentity for all costs (including reasonable attorney and collection agency fees) associated with collecting delinquent or dishonored payments. All fees exclude, and Customer will be responsible for, all sales, use, excise, and other taxes applicable to the transactions contemplated by this Agreement, except for U.S. taxes based on EasyIdentity’s net income. If Customer is legally obligated to make any deduction or withholding from any fees due under this Agreement, it will also pay whatever additional amount is necessary to ensure that EasyIdentity receives the full amount otherwise receivable had there been no deduction or withholding obligation. All fees due under this Agreement are non-refundable, except as expressly provided in Section 6.5 (Effect of Termination) and Section 9 (Indemnity).
3.8 Free Accounts
EasyIdentity offers the Service for free for up to twenty five (25) Users (the “Free Tier”). If Customer is in the Free Tier (a “Free Tier Customer”), Customer is permitted to have up to (and including) ten (10) Users authorized to access the Service without the payment of any fees for such Users and Devices and will be permitted to access EasyIdentity’s Knowledge Base located at: https://EasyIdentity.co/support, but no additional support will be provided by EasyIdentity.
4. Customer Responsibilities
4.1 Limitations
Customer agrees that Customer will not, and will cause each User to not:
(a) interfere with, disrupt, create an undue burden on, alter, translate, or modify the Service or Professional Services, or the networks, systems, or services connected to the Service (through scripts or otherwise);
(b) perform penetration tests or any other security tests on the Service,
(c) introduce software or automated agents or scripts to the Service so as to produce multiple accounts or use or access the Service or Professional Services in any way that is not expressly authorized in the applicable Documentation or by EasyIdentity without EasyIdentity’s express and prior written permission;
(d) create derivative works of the Service, or reverse engineer, reverse compile, reverse assemble, or do anything else with any aspect of the Service that would reveal any source code, trade secrets, know-how or other proprietary information;
(e) access the Service in order to build a competitive product or service;
(f) infringe any EasyIdentity intellectual property rights;
(g) permit any third party to access and/or use the Service, other than the Users authorized under this Agreement;
(h) except as expressly permitted in an Order, rent, lease, loan, or sell access to the Service to any third party, or use the Service on behalf of any third party (except to the extent the third party is a contractor of Customer and authorized by Customer as a User);
(i) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof;
(j) access or use the Service APIs in any way that is not expressly permitted in the Documentation;
(k) exercise any rights in excess of those granted in Section 2 (Service);
(l) access or use the Service or any feature thereof (including via any API) in excess of any restriction or limitation described in this Agreement, any Documentation, or an Order;
(m) use the Service (i) to commit fraud or impersonate any person or entity, (ii) to attempt to gain access to, or perform any action on, any device or system for which Customer does not have permission to access or to perform such action, (iii) to distribute or transmit any software or other computer files that contain any harmful code (e.g., a virus, trojan horse, worm or other harmful or destructive component), or (iv) for any illegal purposes;
(n) after a reasonable time after a EasyIdentity security notice has been issued, continue to use any part of the Service in a way that does not comply with such security notice (e.g., Customer will promptly update any credentials that EasyIdentity notifies Customer may have been compromised); or
(p) attempt to circumvent any EasyIdentity access, security, or copyright protections.
4.2 Availability:
Customer is responsible for obtaining all services and technologies necessary to access to the Service and receive Professional Services and Customer understands that such access may involve third-party fees and costs (such as ISP, VPN, or airtime charges). Customer is responsible for all such fees and costs.
4.3 Usernames and Passwords:
Customer is responsible for maintaining the confidentiality of all Customer usernames and passwords. Customer agrees (a) not to allow a third party to use its account, usernames, or passwords at any time, except as expressly permitted under this Agreement, and (b) to notify EasyIdentity promptly of any actual or reasonably suspected unauthorized use of or access to its account, usernames, or passwords, or any other breach or suspected breach of this Agreement of which it becomes aware.
4.4 Users; Sub-Accounts:
Customer is responsible for all acts and omissions of its Users, and for all activities that occur under Customer’s account, including all sub-accounts created by or for Customer. For purposes of determining Service Fees, the High-Water Mark, and any Committed Quantity, the total number of Users and of Devices across any one Customer business entity, including all affiliates of such Customer business entity, will be summed across all such sub-accounts.
4.5 Administrators:
Customer authorizes EasyIdentity to rely upon communications from any Administrator with respect to the Service, including instructions to delete and/or add Users, Devices, and/or accounts as contemplated under Section 4.4 (Users; Sub-Accounts). EasyIdentity may disclose Customer Data and Usage Data to any Administrator. Without limiting the foregoing, if Customer provides its unique Customer identification information for the Service to an Administrator, that will be considered conclusive proof that such Administrator has authority to act on Customer’s behalf with respect to the Service without further notice from Customer. EasyIdentity has the right (but not the obligation) to confirm any instructions received from an Administrator through EasyIdentity’s internal processes and/or with Customer, including employees of Customer who have administration rights for the Service, prior to taking action based on instructions from an Administrator. EasyIdentity will have no liability to Customer or any other person for any actions EasyIdentity takes in reliance on any communication that reasonably appears to be from an Administrator. Each Administrator represents and warrants that they have the requisite authorization from Customer to enable EasyIdentity to rely upon communications from the Administrator with respect to the Service and Customer.
4.6 Certifications:
EasyIdentity may offer from time to time certain online training courses that Administrators can choose to complete to earn EasyIdentity certifications. Separate terms apply to the training courses, the certification process, and certifications. Certifications are not an endorsement of the Administrator by EasyIdentity, and a certification does not represent that the Administrator is performing services on behalf of EasyIdentity.
4.7 Authority:
Customer represents and warrants that it has the authority, right , and all necessary consents to (a) disclose to EasyIdentity, and to permit EasyIdentity to collect and process, Customer Data and Usage Data in connection with, and in accordance with, this Agreement, and (b) take any and all actions (e.g., remote access to, and executing remote actions on, devices and systems) that it takes in connection with using the Service or Professional Services, and (c) provide EasyIdentity access to Customer’s systems to perform Professional Services, including (i) actions performed on or in connection with any Device owned or controlled by any User on which any EasyIdentity Agent is installed, and (ii) installing or using any third-party software.
5. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EasyIdentity AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ORAL OR WRITTEN, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OR ERROR-FREE OPERATION, QUALITY OF SERVICE, QUIET ENJOYMENT, OR DEVICE INTEGRATION, IN EACH CASE ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, PROFESSIONAL SERVICES, SOFTWARE TOOLS, THIRD-PARTY SOFTWARE, OR EasyIdentity AGENTS.
6. Term, Termination And Suspension
6.1 Term:
Unless otherwise expressly provided in the applicable Order, this Agreement will commence on the Effective Date and will continue until all Orders entered into under this Agreement expire or are terminated as provided in this Agreement and Customer completes the account termination procedure provided by EasyIdentity (“Term”).
6.2 Order Renewal:
Following an Order’s initial term (the “Initial Order Term”), unless otherwise specified in the Order, such Order will automatically renew for additional periods equal to the duration of the Initial Order Term (each, a “Renewal Order Term” and each Renewal Order Term and Initial Order Term, an “Order Term”), unless a party has given the other party written notice of its intent to not renew such Order at least 30 days prior to the end of the then-current Order Term. Upon expiration or termination of an Order, all discounts provided under such Order will expire and any further use of the Service will be subject to non-discounted pricing. EasyIdentity may increase Service Fees by informing Customer of the same, and such increased Service Fees will not apply until the first Renewal Order Term that starts at least 30 days after such notice. Though Customer may renew an Order for a longer duration than the then-current Order Term (e.g., a monthly subscription may be renewed as an annual subscription), Customer may not renew any Order for a lesser duration than the then-current Order Term (e.g., an annual subscription may not be renewed as a monthly subscription) unless EasyIdentity and Customer enter into a new Order for a shorter Order Term. If Customer purchases an annual subscription, the Committed Quantities (for Users and Devices) in any Renewal Order Term will be the greater of (a) the Committed Quantities in the preceding Order Term, and (b) the highest High-Water Marks for the last three (3) months in the preceding Order Term.
6.3 Termination:
Except as otherwise provided for in this Agreement, either party may terminate this Agreement, by giving written notice, if the other party breaches a material provision of this Agreement and such breach remains uncured for 30 days (ten (10) days for payment obligations) following the breaching party’s receipt of written notice of the breach. As an alternative to terminating Customer as described in the prior sentence, EasyIdentity will have the right to delete a sufficient number of Users and of Devices such that the number of Users and of Devices is ten (10) or less, and to treat Customer as a Free Tier Customer. If Customer is a Free Tier Customer and EasyIdentity determines that Customer has not accessed or used the Service for at least six (6) months, EasyIdentity may terminate this Agreement. Free Tier Customers may terminate the Agreement immediately upon written notice to EasyIdentity and completion of the account termination procedure provided by EasyIdentity.
6.4 Suspension:
If (a) Customer fails to make payment for any applicable fees due under this Agreement and does not cure the same within 10 days after receiving notice thereof, (b) Customer breaches any restriction or exceeds any limitation described in this Agreement and does not cure the same within ten (10) days after receiving notice thereof, (c) Customer breaches any of subsections “(a)”-“(c)” of Section 4.1 (Limitations), or (d) required by EasyIdentity’s compliance program or there is a threat to the security or technical integrity of the Service or a User account, EasyIdentity has the right to suspend or rate limit Customer’s (or any User accounts’) access to the Service, until such time as EasyIdentity reasonably determines that Customer is in compliance with the terms of this Agreement or that such threat has been addressed.
6.5 Effect of Termination:
(a) Upon any termination or expiration of (i) this Agreement or any Order, Customer will promptly pay EasyIdentity all amounts owed under this Agreement or the Order, as applicable, without regard to whether any invoices had been previously issued; (ii) this Agreement, all outstanding Orders will automatically terminate; and (iii) this Agreement, Customer’s license and access to the Service will automatically terminate. If the Agreement is terminated pursuant to Section 6.3 (Termination), sums paid or refunded will not limit a party’s liability under this Agreement. For the avoidance of doubt, termination or expiration of an Order or any aspect of an Order will not, in itself, impact the effectiveness of any other aspect of such Order, other Orders, or the Agreement.
(b) Customer may access Customer Data up to the effective date of termination or expiration of the applicable Order, and following any termination or expiration of all Orders, Customer may request deletion of Customer Data by emailing EasyIdentity and EasyIdentity will delete Customer Data following its receipt of such request. Proper authentication, including Customer’s unique customer identification information, will be required prior to deletion of Customer Data. Following any termination or expiration of this Agreement, EasyIdentity shall have the right to delete Customer Data (including Customer’s account) (i) 30 days after termination or expiration of all Orders, and (ii) immediately, if Customer is a Free Tier Customer.
(c) In the event Customer terminates this Agreement pursuant to Section 6.3 (Termination), EasyIdentity will refund Customer, on a pro-rated basis, the amount of unearned Service Fees, if any such Service Fees have been paid in advance by Customer. Customer will not have any rights in or to the Service after any termination or expiration of this Agreement. The remedies described in this Section 6.5 are not exclusive. Sections 1 (Definitions), 2.6 (Usage Data) (excluding subpart “(a)”), 2.9 (Third-Party Authentication and Integrations), 2.12 (Professional Services), 3 (Fees; Payments), 4.1 (Limitations), 5 (Disclaimer), 6.5 (Effect of Termination), and 7 (Ownership) through 11 (General Provisions) will survive any termination or expiration of this Agreement.
7. Ownership
7.1 Ownership of Services:
As between EasyIdentity and Customer, EasyIdentity owns all right, title, and interest in and to the Service, Documentation, and Professional Services, including all intellectual property and other proprietary rights in each of the foregoing. Customer acknowledges and agrees that (a) it does not acquire any rights, express or implied, in or to the Service or Professional Services, except as specifically provided in this Agreement, and (b) any configuration or deployment of the Service or Professional Services will not affect or diminish EasyIdentity’s rights, title, and interest in and to the Service or Professional Services, as applicable. All brand, product, and service names and marks used in the Service which identify EasyIdentity are proprietary names and marks of EasyIdentity. All brand, product, and service names and marks used in the Service which identify third parties or their products or services are proprietary names and marks of such third parties. Nothing in the Service will be deemed to confer on any Customer or any third party any license or right with respect to any such name or mark. Customer may not publish, distribute, extract, reuse, or reproduce any content from the Site, Service, or Professional Services in any form other than in accordance with this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of EasyIdentity or its suppliers in the Service or Documentation.
7.2 Ownership of Customer Data:
As between EasyIdentity and Customer, EasyIdentity will have no rights in Customer Data other than the limited right to use such Customer Data as required for EasyIdentity to perform the Service or Professional Services for Customer in accordance with this Agreement.
7.3 License to Feedback
“Feedback” means all Customer or User suggestions regarding new features, functionality, or performance for the Service or Professional Services, including suggestions submitted through the Site. Customer hereby grants to EasyIdentity a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use such Feedback and any API Call Code disclosed to EasyIdentity for any lawful purpose, including the development or improvement of features or functionality for the Service or Professional Services. EasyIdentity will not identify Customer as the source of any such Feedback.
8. Confidential Information
8.1 Definition
“Confidential Information” means all information of the Disclosing Party (as defined below) disclosed to the Receiving Party (as defined below) that is marked or identified as confidential or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. All information regarding the Service and Professional Services will be considered EasyIdentity’s Confidential Information, notwithstanding any failure to mark or identify it as such. Protections for Customer Data are provided for solely in Section 2.5 (Data Processing). The commercial and non-public terms of the Agreement are Confidential Information of the parties, but the relationship of the parties created by this Agreement is not Confidential Information. Notwithstanding the foregoing, each Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to consultants, accountants, banks, investors, and actual or potential financing sources and their advisors; (b) in connection with a merger or acquisition or proposed merger or acquisition, or the like; and/or (c) in connection with the requirements of a securities filing. Customer’s Confidential Information and Customer Data exclude any Customer business and support contact information provided to EasyIdentity, which may be used by EasyIdentity for its business purposes (e.g., for managing EasyIdentity’s relationship with Customer). Customer will provide EasyIdentity accurate and current contact information for invoices and related communications..
8.2 Protection
The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duties under this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
8.3 Exceptions
Confidential Information does not include information that: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public (including any information made available on the Site that is not protected by confidentiality obligations); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that (if permitted by law) the Receiving Party promptly notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. Notwithstanding the foregoing, EasyIdentity may use Customer’s name and logo in EasyIdentity’s marketing materials that include a customer list.
8.4 Return or Destruction of Confidential Information
Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party immediately will return or destroy any and all materials containing any Confidential Information (including information stored on computer hard drive or cloud application or otherwise and all copies, reproductions, and summaries thereof, no matter by whom prepared, but excluding Usage Data) and certify the return or destruction in accordance with the Disclosing Party’s request.
8.5 Equitable Relief
Breach of this Section 8 (Confidential Information) could cause irreparable harm and damage to the Disclosing Party. Thus, in addition to all other remedies available at law or in equity, the Disclosing Party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use or disclosure
9. Indemnity
EasyIdentity will defend, at its own expense, any third-party claim, suit, or action against Customer to the extent that such claim, suit, or action is based upon an allegation that the Service or Professional Services infringe any U.S. intellectual property rights of such third party (“Customer Claim”), and EasyIdentity will indemnify and hold Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded in such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying EasyIdentity in writing of such Customer Claim; (b) giving EasyIdentity sole control of the defense thereof and any related settlement negotiations, (provided that EasyIdentity will not enter into any settlement of any such claim, suit, or action that does not contain a full release of Customer’s liability without Customer’s prior written approval, which approval will not be unreasonably withheld, conditioned, or delayed); and (c) cooperating and, at EasyIdentity’s request and expense, assisting in such defense. Notwithstanding the foregoing, EasyIdentity will have no obligation under this Section 9 (Indemnity) or otherwise with respect to any claim based upon: (i) any use of the Service or Professional Services not in accordance with this Agreement; (ii) any use of the Service or Professional Services in combination with products, equipment, software, or data not supplied by EasyIdentity if such infringement would have been avoided without the combination with such other products, equipment, software, or data; or (iii) any Customer-provided API Call Code or any modification to any part of the Service or Professional Services by any person other than EasyIdentity or its authorized agents or subcontractors. If use of the Service or Professional Services is, or in EasyIdentity’s opinion is likely to become, enjoined, or if use of the Service or Professional Services infringes or could be found to infringe the intellectual property rights of any third party, then EasyIdentity may at its discretion: (1) modify the Service or Professional Services so that it is non-infringing; (2) replace the portion of the Service or Professional Services that infringe or allegedly infringe with non-infringing components that are functionally equivalent; (3) obtain a license that will enable Customer to continue use of the Service or Professional Services as provided under this Agreement; or (4) if none of the foregoing are commercially reasonable for EasyIdentity, terminate this Agreement and refund any prepaid but unused Service Fees or Professional Service Fees. In addition, if Customer receives access to the Service through an arrangement with a Channel Partner, EasyIdentity will have no obligations under this Section 9 (Indemnity) with respect to Customer.
THIS SECTION 9 (INDEMNITY) STATES EasyIdentity’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
10. Limitation on Liability
EXCEPT WITH RESPECT TO SECTION 4 (CUSTOMER RESPONSIBILITIES) AND SECTION 8 (CONFIDENTIAL INFORMATION): (A) IN NO EVENT WILL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR ANY LOST PROFITS, INTERRUPTED COMMUNICATIONS, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL EXCEED (I) $100, IF CUSTOMER HAS ALWAYS BEEN A FREE TIER CUSTOMER, OR (II) THE AMOUNT OF SERVICE FEES OR PROFESSIONAL SERVICE FEES PAID OR PAYABLE BY CUSTOMER TO EasyIdentity FOR THE SERVICE OR PROFESSIONAL SERVICES (AS APPLICABLE) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO ANY SUCH LIABILITY.
11. General Provisions
11.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Texas without giving effect to any rule or law that would apply the law of another jurisdiction. Each party hereby irrevocably and exclusively submits to the process, jurisdiction, and venue of the courts located in the State of Texas for purposes of suit or other proceedings arising out of or relating to this Agreement or the subject matter hereof. In the event that a suit is brought to enforce the terms of this Agreement, the prevailing party will be entitled to its reasonable attorneys’ fees and costs. If Customer’s place of business is located outside of the United States, then any claim arising out of or related to this Agreement, including claims related to the parties’ negotiations and inducements to enter into this Agreement, will be submitted to mandatory, binding arbitration under the auspices of the International Chamber of Commerce (the “ICC”), in New York, New York with the parties sharing equally the costs of arbitration. Arbitration will proceed according to the then current commercial rules of the ICC. This Section 11.1 (Governing Law) does not limit either party’s right to provisional or ancillary remedies from a court of competent jurisdiction before, during, or after the pendency of any arbitration, and the exercise of any such remedy does not waive either party’s right to arbitration. Judgment on an arbitration award may be entered by any court with competent jurisdiction.
11.2 Compliance with Laws
Each party will comply with all laws, rules, and regulations applicable to such party while performing under this Agreement.
11.3 Severability; Waiver:
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. The waiver by either party of a breach of any provision of this Agreement will not constitute an ongoing or future waiver of such breach or provision.
11.4 Force Majeure:
EasyIdentity will not be liable under this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement as a result of any cause which is beyond its reasonable control.
11.5 Headings; Interpretation:
Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement. The words “includes” and “including” are not considering limiting in any way and mean “includes/including without limitation”.
11.6 Assignment:
Neither party may assign or transfer, by operation of law or otherwise, this Agreement, or any of its rights under this Agreement or delegate any of its duties under this Agreement to any third party without the other party’s prior written consent; except pursuant to a transfer of all or substantially all of such party’s business and assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise, which will not require the other party’s consent. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will inure to the benefit of and be binding upon any permitted successors or assigns.
11.7 Independent Contractors:
The parties to this Agreement are independent contractors and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party will have the power to obligate or bind the other party.
11.8 Notice:
Any notices to EasyIdentity required or permitted under this Agreement will sent to EasyIdentity at the postal address below, or at such other address as EasyIdentity will specify in writing. Any notices to Customer required or permitted under this Agreement will be given at the email address provided by Customer in the Order, or at such other email address as Customer will specify in writing. Such notice will be deemed given upon personal delivery; if sent by email, upon a confirmation response; or if sent by overnight courier, one (1) day after the date of delivery to the courier.
EasyIdentity
Attn: Legal, 9STAR
11750 W 135th Street, Suite 155
Overland Park, KS 66221, USA
legal@EasyIdentity.co
11.9 Customer Communication:
Customer understands and agrees that the Service and Professional Services require periodic electronic communication including password resets, notifications, and other critical electronic communications (including emails or in-Service communications), and Customer agrees that such communications satisfy any requirements that would be met if they were in hard copy. This provision does not affect Customer’s statutory rights. Further, Customer understands and agrees that without such communications Customer will not be able to receive customer support, maintenance notifications, upgrade announcements, or other critical information to operate the Service or receive Professional Services. As a result, by executing an Order, Customer is consenting to EasyIdentity’s email communications with (and notices sent to) administrative contacts supplied by Customer.
11.10 Government End Users:
The Service, Software, API and Documentation are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Service, Software, API, and Documentation with only those rights provided in this Agreement.
11.11 Export:
Customer warrants that it and each of its Users is not restricted under applicable law from accessing or using the Service. Customer warrants it will not: (a) permit any third party to access or use the Service or Professional Services in violation of any U.S. law or regulation; (b) directly or indirectly, take any action that would cause EasyIdentity to be in violation of United States anti-boycott laws under the United States Export Administration Act or the United States Internal Revenue Code, or any regulation thereunder; or (c) export, directly or indirectly, any technical data acquired from EasyIdentity pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval, or otherwise remove from the United States any such technical data or any product utilizing such data except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the Service or Professional Services in, or export any such technical data or product utilizing such data to, a country subject to a United States embargo (such as: Cuba, Iran, North Korea, Sudan, Syria, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine).
11.12 ABAC:
Customer warrants it will comply with all laws related to bribery and corruption that are, or may be, applicable to EasyIdentity and Customer, including without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and any similar laws applicable to Customer (collectively, “ABAC Laws”). Without limiting the generality of the foregoing, Customer shall not, directly or indirectly, (i) give any type of payment or anything of value to a private individual or Government Official where the intent is to improperly influence such private individual or Government Official to obtain or retain business or some other commercial advantage, or (ii) accept any type of payment or anything of value from any private individual or Government Official where the intent of the giver is to influence the Customer to act improperly. Customer covenants that it will maintain accurate books and records and systems of internal controls to ensure compliance with ABAC Laws. For purposes of this Section, “Government Official” means an official of any government department or agency or their family members; officials of any public international organization (such as the United Nations); political parties and party leaders; candidates for public office; executives and employees of government-owned or government-run companies; anyone acting on behalf of a Government Official; or an individual holding a legislative, administrative, or judicial position of any kind, whether appointed or elected, who exercises a public function on behalf of any country or territory or any public agency or public enterprise of that country or territory, or who is an official or agent of any public international organization.
11.13 Entire Agreement:
This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement including any non-disclosure agreements (with the confidentiality provisions of this Agreement to govern any prior disclosures of Confidential Information). Any and all standard or “form” terms associated with a Customer purchase order, Customer ordering document, or Customer invoice submission system or other portal are hereby rejected (regardless of any electronic or online indication of agreement to the same), will be not binding on the parties, will be of no consequence whatsoever in interpreting the parties’ legal rights and responsibilities as they pertain to this Agreement (including any billing or payment requirements), the Service, or Professional Services, and no person other than EasyIdentity’s CEO, CFO, or VP of Finance has the authority to bind EasyIdentity to the same or to any other terms related to the Service or Professional Services.. Any reference on the Site to the “Terms of Service” will mean, with respect to Customer, this Agreement. Except as otherwise provided in this Agreement, all modifications or amendments to this Agreement must be in writing and signed by the authorized representatives of both parties. No person, other than EasyIdentity’s CEO, CFO, or VP of Finance, has the authority to waive or amend any terms of this Agreement (including any Order) on behalf of EasyIdentity. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of this Agreement will govern, except that those provisions of an Order that expressly identify the conflicting provision of this Agreement to be superseded will govern (solely to the extent of the conflict). Neither party is relying upon any warranties, representations, assurances, or inducements not expressly provided in this Agreement.
11.14 Non-U.S. Provisions:
(a) If Customer is a resident of the United Kingdom, this Agreement is modified as follows: (i) third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act. (ii) These Terms are drafted in the English language, and no translation of this Agreement has any force or effect. (b) If Customer is a resident of Germany, this Agreement is modified as follows: (i) notwithstanding anything to the contrary, EasyIdentity is also not liable for acts of simple negligence (unless they cause injuries to or the death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
