Terms of Service

Login ID Inc. Terms of Service

This LoginID Platform License Agreement (the "Agreement") is made and entered into between LoginID (as defined in Section 16 (Definitions)) and the entity or person agreeing to these terms ("Customer").

This Agreement is accepted by the Customer and is effective as of the date Customer registers an Account with LoginID and begins using the LoginID Admin Console (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.

1. Provision of the Services.

1.1 Use of the Services in Customer Applications.

LoginID will provide the Services to Customer in accordance with the Agreement, and Customer may use the Services in Customer Application(s) in accordance with Section 3 (License).

1.2 Admin Console; Projects; Security Keys.

Customer will administer the Services through the online Admin Console. To access the Services, Customer must create Project(s) and use its Security key(s) in accordance with the Documentation.

1.3 Accounts.

Customer must have an Account. Customer is responsible for: (a) the information it provides in connection with the Account; (b) maintaining the confidentiality and security of the Account and associated passwords; and (c) any use of its Account.

1.4 Customer Domains and Applications.

Customer must list in the Admin Console each authorized domain and application that uses the Services. Customer is responsible for ensuring that only authorized domains and applications use the Services.

1.5 New Features and Services.

LoginID may: (a) make new features or functionality available through the Services and (b) add new services to the "Services" definition (by adding them at the URL stated under that definition). Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

1.6 Modifications.

1.6.1 To the Services.

LoginID may make changes to the Services, which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. LoginID will notify Customer of any material change to the Services.

1.6.2. To the Agreement.

LoginID may make changes to the Agreement, including pricing and any linked documents. Unless otherwise noted by LoginID, material changes to the Agreement will become effective 30 days after notice is given, except (a) materially adverse SLA changes will become effective 90 days after notice is given; and (b) changes applicable to new Services or functionality, or required by a court order or applicable law, will be effective immediately. LoginID will provide notice for materially adverse changes to any SLAs by either or any of : (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer should stop using the Services. LoginID will post any modification to this Agreement to the Terms URL.

2. Payment Terms.

2.1. Subscription Fee.

In return for receiving the Services, the Customer agrees to pay LoginID as follows:
Customer will pay in advance, by credit card, prepaid card or any other form of payment accepted by LoginID, at the applicable rates in effect at the time of payment as specified at https://loginid.io/get-started for any Services used or ordered by Customer through all Fee Accrual Periods until the Services are cancelled, or terminated as the case may be. All subscription fees are payable in advance. Customer is responsible for all subscription fees, other charges and fees and purchases under their account. LoginID's subscription fees and other charges and fees are subject to unilateral change upon providing Notice to Customer.

2.2 Late Fee.

If LoginId does not receive Customer’s payment by the billing due date LoginID may charge Customer a late fee of up to $5.00 per month or partial month until the delinquent amount is paid in full, subject to applicable law. LoginId does not extend credit to customers and this late fee is not an interest charge. Customer acknowledges that this late fee is not an interest charge, finance charge, time price differential or other such charge or payment of a similar nature and it is reasonably related to the actual expense we incur due to late payment and may be subject to limitations set forth by law in Customer’s jurisdiction.

2.3 Taxes.

2.3.1

Customer is responsible for any Taxes, and Customer will pay LoginId for the Services without any reduction for Taxes. If LoginId is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides LoginId with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to LoginId, Customer must provide LoginId with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to LoginId, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that LoginId will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

2.3.2

If required under applicable law, Customer will provide LoginID with applicable tax identification information that LoginID may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse LoginID for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.4 Fee Disputes & Refunds.

Any fee disputes must be submitted before the payment due date. If LoginID determines that Fees were incorrectly billed, then LoginID will issue a credit equal to the agreed amount. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Nothing in the Agreement obligates LoginID to extend credit to any party.

2.5 Delinquent Payments; Suspension.

If Customer’s payment is overdue, then LoginID may (a) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (b) Suspend the Services or terminate the Agreement. Customer will reimburse LoginID for all reasonable expenses (including lawyer’s fees) incurred by LoginID in collecting overdue payments except where such payments are due to LoginID’s billing inaccuracies.

3. License.

3.1 License Grant.

Subject to the Agreement's terms, during the Term, LoginID grants to Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s).

3.2 License Requirements and Restrictions.

The following are conditions of the license granted in Section 3.1 (License Grant). In this Section 3.2 (License Requirements and Restrictions), the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.

3.2.1 General Restrictions.

Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (c) sell, resell, sublicense, transfer, or distribute the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) in a manner that breaches, or causes the breach of, Export Control Laws; or (iv) to transmit, store, or process health information subject to the relevant jurisdiction’s health regulations.

3.2.2 Requirements for Using the Services.

(a) Terms of Service and Privacy Policy.

(i) The Customer Application’s terms of service will (a) notify users that the Customer Application includes LoginID features and content; and (b) state that use of LoginID features and content is subject to the then-current versions of this: (1) LoginID Terms of Service and (2) LoginID Privacy Policy at [link]

(ii) If the Customer Application allows users to include the LoginID Core Services in Downstream Products, then Customer will contractually require that all Downstream Products’ terms of service satisfy the same requirements that apply to the Customer Application under Section 3.2.2
(a) (i) (Terms of Service and Privacy Notice).

(iii) If users of the Customer Application (and Downstream Products, if any) fail to comply with the applicable terms of the LoginID Terms of Service or Additional Terms of Service, as the case may be, then Customer will take appropriate enforcement action, including Suspending or terminating those users’ use of LoginID features and content in the Customer Application or Downstream Products.

(b) Attribution. Customer will display all attribution that (i) LoginID provides through the Services (including branding, logos, and copyright and trademark notices).

(c) Review of Customer Applications. At LoginID’s request, Customer will submit Customer Application(s) and Project(s) to LoginID for review to ensure compliance with the Agreement (including the AUP).

3.2.3 Restrictions Against Misusing the Services.

(a) No Re-Creating LoginID Products or Features. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another LoginID product or service. Customer’s product or service must contain substantial, independent value and features beyond the LoginID products or services. For example, Customer will not: (i) re-distribute the LoginID Core Services or pass them off as if they were Customer’s services; or (ii) create a substitute of the LoginID Core Services, LoginID, or LoginID mobile apps, or their features.

(b) No Circumventing Fees. Customer will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or Projects to avoid incurring Fees, prevent LoginID from accurately calculating Customer’s Service usage levels, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model.

(c) No Use in Prohibited Territories. Customer will not distribute or market in a Prohibited Territory any Customer Application(s) that use the LoginID Core Services.

4. Customer Obligations.

4.1 Compliance.

Customer will: (a) ensure that Customer’s and its End Users’ use of the Services complies with the Agreement; (b) prevent and terminate any unauthorized use of or access to its Account(s) or the Services; and (c) promptly notify LoginID of any unauthorized use of or access to its Account(s) or the Services of which Customer becomes aware.

4.2 Documentation.

LoginID may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Services may be used and Customer will comply with any such restrictions specified.

4.3 Data Use, Protection, and Privacy.

4.4.1 Data Use and Retention.

To provide the Services through the Customer Application(s), LoginID collects and receives data from Customer and End Users (and End Users’ End Users, if any), including usernames and IP addresses. Customer acknowledges and agrees that LoginID and its Affiliates may use and retain this data to provide and improve LoginID products and services, subject to the LoginID Privacy Policy at [link]

4.4.3 End User Requirements.

(a) End User Privacy. Customer’s use of the Services in the Customer Application will comply with applicable privacy laws. Customer will comply with the then-current Consent Policy at [link] if applicable.

5. Suspension.

5.1 For License Restrictions Breaches.

LoginID may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For AUP Breaches or Emergency Security Issues.

LoginID may also Suspend Services as described in Subsections 5.2.1 (AUP Breaches) and 5.2.2 (Emergency Suspension). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law.

5.2.1 AUP Breaches.

If LoginID becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, LoginID will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 24 hours, or if LoginID is otherwise required by applicable law to take action, then LoginID may Suspend all or part of Customer’s use of the Services.

5.2.2 Emergency Suspension.

LoginID may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) LoginID is required to Suspend such use to comply with applicable law. At Customer’s request, unless prohibited by applicable law, LoginID will notify Customer of the basis for the Suspension as soon as is reasonably possible.

6. Intellectual Property Rights; Feedback.

6.1 Intellectual Property Rights.

Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in the Customer Application, and LoginID owns all Intellectual Property Rights in the LoginID Core Services.

6.2 Customer Feedback.

If Customer provides LoginID Feedback about the Services, then LoginID may use that information without obligation to Customer, and Customer irrevocably assigns to LoginID all right, title, and interest in that Feedback.

Certain components of the Services (including open source software) are subject to third-party copyright and other Intellectual Property Rights, which LoginID will provide to Customer on request.

8. Technical Support Services.

8.1 By LoginID.

LoginID will provide a Service Level Agreement to Customer in accordance with [link]

8.2 By Customer.

Customer is responsible for technical support of its Customer Applications and Projects.

9. Confidentiality.

9.1 Confidentiality Obligations.

Subject to Section 9.2 (Required Disclosure), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under the Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and are subject to confidentiality obligations at least as protective as those in this Section 9.1 (Confidentiality Obligations).

9.2 Required Disclosure.

9.2.1

Subject to Section 9.2.2, the recipient and its Affiliates may disclose the other party’s Confidential Information to the extent required by applicable Legal Process, If the recipient and its Affiliates (as applicable) use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.

9.2.2

Sections 9.2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

9.2.3

As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.

10. Term and Termination.

10.1 Agreement Term.

The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

10.2 Termination for Breach.

Either party may terminate the Agreement for breach if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations; or (c) becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. LoginID may terminate Projects or access to Services, if Customer meets any of the conditions in subsections (a) or (b).

10.3 Termination for Inactivity.

LoginID may terminate Projects with 30 days' prior written notice if such Project (a) has not made any requests to the Services from any Customer Applications for more than 180 days.

10.4 Termination for Convenience.

Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate the Agreement for its convenience at any time with 30 days' prior written notice. LoginID may terminate the Agreement for its convenience at any time without liability to Customer.

10.5 Effects of Termination.

10.5.1

If the Agreement terminates, then: (a) the rights and access to the Services will terminate; (b) all Fees owed by Customer to LoginID to the end of the then current billing cycle shall be immediately due; and (c) Customer will delete the Software and any content from the Services by the termination effective date.

10.5.2

The following will survive expiration or termination of the Agreement: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.4 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property; Feedback), Section 9 (Confidential Information), Section 10.5 (Effects of Termination), Section 13 (Disclaimer), Section 14 (Limitation of Liability), Section 15 (Miscellaneous), and Section 16 (Definitions).

11. Publicity.

If Customer wants to display LoginID Brand Features in connection with its use of the Services, Customer must obtain written permission from LoginID by requesting permission at legal@loginid.io. LoginID may include Customer’s name or Brand Features in a list of LoginID customers, online or in promotional materials. LoginID may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

12. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use, of the Services, as applicable.

13. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LOGINID: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. LOGINID CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE LOGINID CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION. CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT (i) LOGINID IS SUITABLE FOR THE CUSTOMER APPLICATION; AND (ii) THE CUSTOMER APPLICATION IS SAFE FOR END USERS AND OTHER THIRD PARTIES.

14. Liability.

14.1 Limited Liabilities

(a) To the extent permitted by applicable law and subject to Section 14.2 (Unlimited Liabilities), in no event will LoginID be liable for any losses or damages incurred by Customer arising out of or relating to the Agreement whether (i) direct, indirect, consequential, special, incidental, exemplary or consequential or punitive damages or (ii) lost business opportunities, loss of business information, the cost of recovering such lost information, the cost of substitute intellectual property or any other pecuniary loss or any loss of revenues, profits, savings, or goodwill.

(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the Agreement during the 12 month period before the event giving rise to Liability. The foregoing limitations apply regardless of the cause or circumstances giving rise ot such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract (including fundamental breach or breach of a fundamental term).

(c) Neither LoginId nor Customer may institute any action in any form arising out of the Agreement more than one (1) year after the cause of action has arisen. Some jurisdictions do not allow the exclusion of limitation of incidental or consequential damages so the above exclusions may not apply.

14.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

(a) its payment obligations under the Agreement; or

(b) matters for which liability cannot be excluded or limited under applicable law.

15. Miscellaneous.

15.1 Notices.

All notices must be in writing and: (a) in the case of LoginID, addressed to LoginID’s Legal Department at legal@LoginID.io; and (b) in the case of Customer, by (i) sending an email to the Notification Email Address; and/or by (ii) posting a notice in the Admin Console. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2 Assignment.

Customer may not assign the Agreement without the written consent of LoginID, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt by Customer to assign is void. LoginID may assign the Agreement without the written consent of Customer by notifying Customer of the assignment.

15.3 Change of Control.

If a party experiences a change of Control other than an internal restructuring or reorganization, then: (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate the Agreement any time between the change of Control and 30 days after it receives that written notice.

15.4 Force Majeure.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

15.5 Subcontracting.

LoginID may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

15.6 No Agency.

The Agreement does not create any agency, partnership or joint venture between the parties.

15.7 No Waiver.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

15.8 Severability.

If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

15.9 No Third-Party Beneficiaries.

The Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.10 Equitable Relief.

Nothing in the Agreement will limit either party’s ability to seek equitable relief.

15.11 Governing Law.

Disputes, excluding (i) the right of either party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm pending final award of an arbitrator; or (ii) with respect to any disputes that may arise in connection with the ownership of any intellectual property; or (iii) with respect to any disputes that may arise in connection with a breach of a party’s obligations of confidentiality hereunder, shall be finally settled by a single arbitrator in a location to be agreed to by the parties (or if the parties are unable to agree on a location, by the arbitrator), in accordance with the Arbitration Act, 1991 (Ontario) at such place and time as the arbitrator may fix.

A party wishing to pursue arbitration of the dispute shall give notice of arbitration to the other party containing a concise description of the matter submitted for arbitration. Within ten (10) business days after a party gives a notice of arbitration, the parties shall jointly appoint an arbitrator. If the parties fail to appoint an arbitrator within that time, each party shall appoint an arbitrator and the two arbitrators so appointed shall appoint a third arbitrator whose decision shall be final and binding upon the parties.
The arbitrator may determine all questions of law and jurisdiction (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The arbitrator shall have the right to grant legal and equitable relief (including injunctive relief) and to award costs (including legal fees and the costs of the arbitration) and interest.

The arbitrator shall be a suitably qualified, impartial person who is experienced in contractual disputes concerning computer law, including technology licensing.
The arbitration proceedings shall be conducted in the English language.

The written decision of the arbitrator shall be final and binding upon the parties in respect of all matters relating to the arbitration, the procedure, the conduct of the parties during the proceedings and the final determination of the issues in the arbitration. There shall be no appeal from the determination of the arbitrator to any under the Arbitration Act, 1991 (Ontario) and the rules set forth in this Section. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.
The costs of any arbitration shall be borne by the parties in the manner specified by the arbitrator in his or her determination.

Insofar as they do not conflict with the terms of this Section, the arbitration shall be governed by the Arbitration Act, 1991 (Ontario) and the arbitrator shall have jurisdiction to take such action and make such orders as are contemplated in such Act.

15.12 Amendments.

Except as stated in Section 1.6.2 (Modifications; To the Agreement), any amendment to the Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.

15.13 Entire Agreement.

The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. The Agreement includes appendices and URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement. After the Effective Date, LoginID may provide an updated URL in place of any URL in the Agreement.

15.14 Conflicting Terms.

If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms at any URL.

15.15 Conflicting Languages.

If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

16. Definitions.

"Account" means Customer’s LoginID Account.

"Admin Console" means the online console(s) and/or tool(s) provided by LoginID to Customer for administering the Services.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"Allegation" means an unaffiliated third party’s allegation.

"AUP" or "Acceptable Use Policy" means the then-current Acceptable Use Policy for the Services described at [link].

"Brand Features" means each party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

"Control" means control of greater than 50% of the voting rights or equity interests of a party.

"Customer Application" means any web page or application (including all source code and features) owned or controlled by Customer, or that Customer is authorized to use.

"Customer End User" or "End User" means an individual or entity that Customer permits to use the Services or Customer Application(s).

"Documentation" means the then-current LoginID documentation including, but not limited to the then-current LoginID documentation associated with APIs, (application protocol interface) SDKs (software development kit) provided as part of the Services.

“Downstream Products” Any web page or application (including all source code and features), other than the Customer Application that is owned or controlled by Customer, or that Customer is authorized to use, that is dependent on and/or derived from the LoginID Core Services and/or the Customer Application, as the case may be.

"Emergency Security Issue" means either: (a) Customer’s or Customer End Users’ use of the Services in breach of the AUP, which such use could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the LoginID network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

"Europe" or "European" means European Economic Area, Switzerland, or the UK.

“Export Control Laws” means all applicable export and re-export control laws and regulations, including any applicable munitions- or defense-related regulations.

"Fee Accrual Period" means a calendar month or another period specified by LoginID in the Admin Console.

"Fee Threshold" means the then-current threshold, as applicable for certain Services, as set out in the Admin Console.

“Feedback” means feedback or suggestions about the Services provided by Customer to LoginID.

"Fees" means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

"High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.

"Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

"including" means "including but not limited to".

"Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

"LoginID" means the LoginID entity corresponding to Customer’s billing address below:

Country or Region of Customer’s billing address: LoginID entity:
(1) Canada and all other countries not otherwise listed below Login ID Canada Inc.
(2) United States of America Login ID Inc.USA
(3) Any country in the Asia Pacific region (“APAC”) Login ID Hong Kong Inc. Asia Pacific



"LoginID Indemnified Materials" means LoginID's technology used to provide the Services (excluding any open source software) and LoginID's Brand Features.

"LoginID Content" means any content provided through the Services (whether created by LoginID or its third-party licensors).

"Notification Email Address" means the email address(es) designated by Customer in the Admin Console.

"Personal Data" has the meaning given to it in: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”); or (b) the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”), if in force, as applicable.

"Price" means the then-current applicable price(s) stated at https://loginid.io/pricing.

"Prohibited Territory" means the countries listed at: https://bis.doc.gov/index.php/policy-guidance/country-guidance/sanctioned-destinations

"Project" means a Customer-selected grouping of LoginID Core Services resources for a particular Customer Application.

"Services" and "LoginID Core Services" means the services described at [link] The Services include the LoginID Content and the Software.

"SLA" or "Service Level Agreement" means each of the then-current service level agreements at: [link].

"Software" means any downloadable tools, software development kits, or other computer software provided by LoginID for use as part of the Services, including updates.

"Suspend" or "Suspension " means disabling access to or use of the Services or components of the Services.

"Taxes" means any duties, customs fees, or government-imposed taxes associated with the purchase of the Services, including any related penalties or interest, except for taxes based on LoginID’s net income, net worth, asset value, property value, or employment.

"Term" has the meaning stated in Section 10.1 of the Agreement.

“Terms URL” means the following URL set forth here: [link]

"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

“URL Terms” means the following, which will control in the following order if there is a conflict:

(a) the SLA;
(b) the AUP;
(c) the Technical Support Services Guidelines;
(e) the LoginID Terms of Service at [link].

17. Regional Terms.

Customer agrees to the following modifications to the Agreement if Customer orders Services from within the Country of Indonesia:
The Indonesian version of this Agreement includes the following sections 17.1 and 17.2 as follows:

17.1 Termination Waiver.

The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the cancellation of this Agreement.

17.2 Conflicting Terms.

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. This Agreement is made in the Indonesian and the English language. Both versions are equally authentic. In the event of any inconsistency or different interpretation between the Indonesian version and the English version, the parties agree to amend the Indonesian version to make the relevant part of the Indonesian version consistent with the relevant part of the English version.

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