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Terms of Service

Last Updated: 16 January 2026

These Terms of Service ("Terms") constitute a legally binding agreement between IdenHQ, Inc. ("Iden," "Company," "we," "us," or "our") and the entity or individual accessing or using the Services ("Customer" or "you"). These Terms govern access to and use of Iden's websites, software, and identity governance and automation platform, together with all related documentation and services (collectively, the "Services").

By accessing or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms. If Customer is entering into these Terms on behalf of an entity, Customer represents and warrants that it has the authority to bind such entity to these Terms.

Where Customer has entered into a separate written agreement with Iden governing the Services, including a master services agreement, subscription agreement, or similar agreement (each, a "Customer Agreement"), such Customer Agreement shall govern to the extent of any conflict with these Terms. These Terms are intended to operate as baseline terms applicable to all use of the Services.

1. Definitions

For purposes of these Terms, the following definitions apply:

  • 1.1 "Customer Data" means all data, information, and content, including Personal Information, that is submitted to, made available to, collected, or otherwise processed by or through the Services on behalf of Customer.

  • 1.2 "Documentation" means any technical documentation, user guides, specifications, policies, or manuals provided by Iden describing the features, functionality, or use of the Services.

  • 1.3 "Personal Information" has the meaning set forth in the Privacy Policy.

  • 1.4 "Services" means the Services provided by Iden to customers pursuant to a written subscription, services, or master services agreement.

  • 1.5 "User" means an individual authorized by Customer to access and use the Services on Customer's behalf.

2. Acceptance; Scope of Use

  • 2.1 Acceptance of Terms. These Terms govern all access to and use of the Services unless expressly superseded by a Customer Agreement.

  • 2.2 Baseline Terms. These Terms establish baseline legal terms applicable to all use of the Services. To the extent Customer has entered into a Customer Agreement, such Customer Agreement governs the commercial relationship between the parties and supersedes these Terms in the event of conflict.

  • 2.3 Permitted Use. Subject to compliance with these Terms, the Documentation, and any applicable Customer Agreement, Customer may access and use the Services solely for Customer's internal business purposes and in compliance with applicable law.

  • 2.4 No Implied Rights. Except as expressly set forth herein, no rights or licenses are granted to Customer by implication, estoppel, or otherwise.

3. Description of the Services

  • 3.1 Identity Governance and Automation. The Services provide identity lifecycle management, access provisioning and deprovisioning, access governance, access reviews, and related automation capabilities across third-party applications, systems, and environments.

  • 3.2 Customer Inputs and Deterministic Operation. Customer acknowledges that the Services operate exclusively based on Customer-provided and Customer-controlled inputs, including requirements, specifications, configurations, policies, workflows, approvals, access permissions, data sources, and third-party systems and integrations (collectively, "Customer Inputs"). The Services execute deterministically in accordance with Customer Inputs and do not independently determine access or business decisions.

  • 3.3 No Monitoring of Application Content; No Reliance. Company does not access, review, or monitor application content within Customer systems. Customer is solely responsible for determining the suitability of the Services for Customer's intended use cases and acknowledges that the Services are not intended to replace human judgment or serve as the sole basis for business-critical decisions without appropriate oversight.

4. Customer Responsibilities

  • 4.1 Accuracy and Completeness. Customer is solely responsible for ensuring that all Customer Inputs and Customer Data are complete, accurate, current, and lawful.

  • 4.2 Administrative Control. Customer retains exclusive responsibility for configuring, administering, and maintaining identity sources, access policies, workflows, approvals, and User permissions.

  • 4.3 Compliance Obligations. Customer is responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and internal corporate policies.

  • 4.4 No Duty to Monitor or Validate. Customer acknowledges that Company has no obligation to monitor, review, validate, or verify Customer Inputs, Customer Data, configurations, policies, or decisions, nor to detect errors, misconfigurations, or misuse arising from Customer-controlled systems or third-party services.

  • 4.5 Allocation of Risk. Company shall have no responsibility or liability for any failure, defect, incorrect output, or undesired result arising from or relating to inaccurate or incomplete Customer Inputs, Customer configurations, Customer delays or failures to provide approvals or information, Customer-controlled administrative actions or policy changes, or failures, outages, or changes in Customer systems or third-party services not controlled by Company.

5. Acceptable Use; Restrictions; Dependencies

  • 5.1 Acceptable Use. Customer shall use the Services in a manner consistent with these Terms, the Documentation, and applicable law, and shall not misuse the Services or interfere with their normal operation.

  • 5.2 Prohibited Conduct. Customer and Users shall not (a) attempt to gain unauthorized access to the Services or related systems; (b) circumvent, disable, or otherwise interfere with security-related features or safeguards; (c) reverse engineer, decompile, or disassemble the Services except to the extent expressly permitted by law; (d) introduce, transmit, upload, or otherwise make available through the Services any viruses, worms, malware, ransomware, logic bombs, Trojan horses, backdoors, or other malicious or harmful code; or (e) use the Services in a manner that infringes, misappropriates, or otherwise violates the rights of any third party.

  • 5.3 Security and Integrity. Customer shall not test the vulnerability of the Services, breach security or authentication measures, or attempt to probe, scan, or penetrate the Services except as expressly authorized in writing by Company.

  • 5.4 Third-Party Dependencies. Customer acknowledges that the Services may depend on or interoperate with third-party applications, systems, connectors, or services designated or controlled by Customer. Company does not control and shall not be responsible for the availability, security, functionality, or performance of any such third-party services. Changes, outages, or failures in third-party services may impact the operation of the Services without liability to Company.

  • 5.5 Customer-Controlled Environments. Where the Services are deployed within Customer-controlled infrastructure, including on-premises or virtual private cloud environments, Customer retains responsibility for the underlying infrastructure, systems, and network environment. Any limited metadata or telemetry received by Company in such deployments is governed by the DPA.

6. Data Protection and Privacy

  • 6.1 Privacy Policy. Personal Information processed by Company is handled in accordance with the Privacy Policy.

  • 6.2 Customer Data Processing. To the extent Company processes Customer Data on behalf of Customer, such processing is governed exclusively by the applicable data processing agreement ("DPA").

  • 6.3 Precedence. In the event of any conflict relating to the processing of Personal Information or Customer Data, the DPA shall prevail, followed by the Privacy Policy.

7. Security and Support

  • 7.1 Information Security. Company maintains administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, as further described in the DPA.

  • 7.2 Support and Personnel Access. In the course of providing the Services, Company personnel may require limited access to Customer Data or Customer environments solely for support, troubleshooting, service delivery, or service success purposes. Any such access is limited in scope, time-bound, logged, subject to applicable authorization requirements, and governed by the DPA. Company personnel do not access Customer passwords, credentials, or secrets.

  • 7.3 No Absolute Guarantee. Customer acknowledges that no system is completely secure and that the Services are not guaranteed to be error-free or uninterrupted.

8. Fees and Payment

  • 8.1 Fees. Fees, payment obligations, invoicing, and subscription terms are set forth in the applicable Customer Agreement.

  • 8.2 Non-Refundability. Except as expressly set forth in an applicable Customer Agreement, all fees paid are non-refundable and non-creditable, and no refunds or credits shall be provided for any partial use, termination, or downgrade of the Services.

9. Suspension; Termination; Service Modifications

  • 9.1 Suspension Rights. Company may suspend access to the Services, in whole or in part, if required to comply with law, to respond to a security incident or threat, to protect the integrity or availability of the Services, or to address Customer's material breach of these Terms or applicable agreements.

  • 9.2 Termination. Termination rights, notice requirements, and consequences of termination are governed by the applicable Customer Agreement or, if none exists, by these Terms.

  • 9.3 Service Modifications. Company may modify, update, enhance, or discontinue the Services or any portion thereof from time to time, including the availability of features or functionality. Company shall have no liability for any such modifications or discontinuations, provided that material adverse changes to paid Services shall be addressed, if applicable, in the relevant Customer Agreement.

10. Intellectual Property; Confidentiality

  • 10.1 Ownership. Company retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property. Customer retains all right, title, and interest in Customer Data.

  • 10.2 Feedback. Customer may provide feedback regarding the Services, which Company may use, incorporate, and exploit without restriction or obligation.

  • 10.3 Confidential Information. Each party shall protect the other party's Confidential Information using reasonable care and shall not disclose such information except as permitted under these Terms or applicable agreements.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12. Limitation of Liability

  • 12.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY RELATED AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

  • 12.2 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • 12.3 Automation and Customer-Controlled Decisions. WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM OR RELATING TO ACCESS GRANTS, ACCESS RESTRICTIONS, PROVISIONING, DEPROVISIONING, OR OTHER AUTOMATED ACTIONS EXECUTED BY THE SERVICES BASED ON CUSTOMER INPUTS, CONFIGURATIONS, POLICIES, OR APPROVALS.

13. Indemnification

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to Customer's use of the Services in violation of these Terms or applicable law, subject to any applicable Customer Agreement.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws specified in the applicable Customer Agreement, or if none, the laws of the State of Delaware, USA without regard to conflict of laws principles.

15. Miscellaneous

  • 15.1 Order of Precedence. In the event of a conflict between documents, the following order of precedence applies: (1) Customer Agreement, (2) DPA, (3) these Terms, and (4) Privacy Policy.

  • 15.2 Force Majeure. Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, failures of utilities or networks, or failures of third-party service providers.

  • 15.3 Export Compliance. Customer represents and warrants that it will comply with all applicable export control and sanctions laws and regulations and will not use or export the Services in violation of such laws.

  • 15.4 Government Use. The Services are commercial computer software and commercial computer software documentation. Any use by government entities is subject to these Terms and applicable Customer Agreements, without additional rights.

  • 15.5 Equitable Relief. Customer acknowledges that unauthorized use of the Services or Company intellectual property may cause irreparable harm for which monetary damages may be inadequate, and Company may seek injunctive or equitable relief without the requirement of posting bond.

  • 15.6 Assignment. Customer may not assign or transfer these Terms without Company's prior written consent, except in connection with a merger or sale of substantially all assets. Company may assign these Terms without restriction.

  • 15.7 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship.

  • 15.8 Waiver. Failure or delay by either party to enforce any provision shall not constitute a waiver of future enforcement of that provision.

  • 15.9 Survival. Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and miscellaneous provisions shall survive termination or expiration of these Terms.