Terms of Use

• “Agreement” means these Terms of Use, together with any applicable Order Form, Data Processing Addendum, and other documents incorporated by reference.
• “Authorized User” means any employee, contractor, or agent of Customer authorized by Customer to access the Platform.
• “Customer Data” means all data, content, and information submitted to the Platform by Customer or Authorized Users.
• “Documentation” means IDENTOS-provided technical documentation, user guides, and API references for the Platform.
• “Order Form” means a written or electronic order executed by the parties specifying subscription tier, fees, and term.
• “Platform” means the PolicyArc PBAC software-as-a-service platform, including all associated APIs, SDKs, client libraries, command-line tools, interfaces, updates, and Documentation.
• “Subscription Term” means the period during which Customer is authorized to access the Platform, as specified in the applicable Order Form.

2.1 License grant

Subject to the terms of this Agreement and timely payment of applicable fees, IDENTOS grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform solely for Customer’s internal business purposes, including integration of the Platform APIs and SDKs into Customer’s internal applications. By accessing or using the Platform, you represent and warrant that: (a) you are entering into this Agreement on behalf of a legal entity and have the authority to bind that entity to this Agreement; and (b) you are at least 18 years of age. If you are accessing the Platform as an individual and not on behalf of a legal entity, you agree that you are bound by this Agreement in your individual capacity.

2.2 Authorized Users

Customer may permit Authorized Users to access the Platform under Customer’s account. Customer is responsible for: (a) ensuring Authorized Users comply with this Agreement; (b) all actions taken by Authorized Users; and (c) maintaining the confidentiality of account credentials.

2.3 Restrictions

Customer shall not, and shall not permit any third party to: access the Platform other than through the interfaces provided by IDENTOS; copy, modify, adapt, translate, or create derivative works of the Platform; reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; sublicense, sell, resell, transfer, assign, or commercially exploit the Platform; use the Platform to build a competitive product or service; or use the Platform in violation of applicable law or this Agreement.

2.4 Suspension

IDENTOS reserves the right to suspend Customer’s access to the Platform immediately and without prior notice if, in IDENTOS’s reasonable judgment: (a) there is a credible security threat or active compromise involving Customer’s account; (b) Customer or an Authorized User is engaged in a material and ongoing violation of the Acceptable Use Policy in Section 3; or (c) there is a reasonable basis to believe fraud is occurring. IDENTOS will provide written notice promptly following any suspension and will restore access once the issue is resolved to IDENTOS’s reasonable satisfaction. Suspension does not relieve Customer of any payment obligations.

3.1 Permitted use

Customer shall use the Platform only for lawful purposes and in accordance with this Agreement and all applicable laws and regulations.

3.2 Prohibited use

Customer shall not use the Platform to: store, transmit, or process any data in violation of applicable law; transmit malware, viruses, or other malicious code; attempt to gain unauthorized access to IDENTOS systems or third-party systems; use the Platform in any manner that could impair, overburden, or damage IDENTOS infrastructure; or use the Platform to engage in spamming or unsolicited communications.

4.1 Customer Data ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants IDENTOS a limited, non-exclusive license to process Customer Data solely to provide the Platform and perform obligations under this Agreement.

4.2 IDENTOS obligations

IDENTOS shall: (a) process Customer Data only in accordance with Customer’s instructions and this Agreement; (b) implement and maintain appropriate technical and organizational security measures; and (c) not disclose Customer Data to third parties except as permitted by this Agreement or required by law.

4.3 Aggregated data

IDENTOS may use anonymized and aggregated data derived from Customer’s use of the Platform to improve the Platform and for internal analytics purposes, provided such data cannot be used to identify Customer or any individual.

4.4 Data Processing Addendum

Where IDENTOS processes personal information on behalf of Customer as a data processor or service provider, the parties shall execute IDENTOS’s standard Data Processing Addendum (“DPA”), which is incorporated into and forms part of this Agreement.

5.1 Confidential Information

Each party may receive confidential information of the other party. “Confidential Information” means any information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential. Customer Data is the Confidential Information of Customer. IDENTOS’s pricing, technology, and product roadmap are the Confidential Information of IDENTOS.

5.2 Obligations

The Receiving Party shall: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees or contractors who need to know it and are bound by confidentiality obligations no less restrictive than those in this Section.

5.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party where practicable.

IDENTOS and its licensors retain all right, title, and interest in and to the Platform, including all intellectual property rights therein. No rights are granted to Customer other than those expressly stated in this Agreement. Customer retains all intellectual property rights in Customer Data. Customer grants IDENTOS a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, and incorporate into the Platform any feedback or suggestions provided by Customer regarding the Platform’s features or functionality. For clarity, this license does not apply to Customer’s Confidential Information or trade secrets, and nothing in this Section transfers ownership of Customer’s pre-existing intellectual property to IDENTOS.

7.1 Fees

Customer shall pay all fees specified in the applicable Order Form, Statement of Work, or Purchase Order. Fees are non-refundable except as expressly stated in this Agreement or required by law.

7.2 Payment terms

Invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Fees not paid within thirty (30) days of the due date will accrue interest at a rate equal to the greater of: (a) the Bank of Canada overnight rate plus 2% per annum; or (b) 1% per month, calculated on a daily basis from the due date until the date of payment. IDENTOS reserves the right to recover reasonable legal costs and collection expenses incurred in pursuing overdue amounts.

7.3 Suspension for non-payment

If any amount remains unpaid for more than thirty (30) days after written notice from IDENTOS, IDENTOS may suspend Customer’s access to the Platform until all overdue amounts are paid in full.

7.4 Taxes

Fees are exclusive of all applicable taxes. Customers are responsible for all applicable sales taxes as invoiced, or as levies or duties imposed by taxing authorities, excluding taxes based on IDENTOS’s income.

Unless otherwise specified in the Order Form, subscriptions automatically renew for successive periods equal to the initial Subscription Term. Either party may elect not to renew by providing written notice to the other party at least thirty (30) days before the end of the then-current Subscription Term. Cancellation notices should be sent to legal@policyarc.com.

Subject to Customer’s written objection, IDENTOS Inc. may identify Customer as a customer of the Platform and use Customer’s company name and logo on IDENTOS’s website and in marketing materials, solely to indicate that Customer uses the Platform. Customer may revoke this authorization at any time by providing written notice to legal@policyarc.com. IDENTOS will promptly remove Customer’s name and logo upon receipt of such notice.

10.1 IDENTOS warranties

IDENTOS warrants that: (a) it has the authority to enter into this Agreement; (b) the Platform will perform materially in accordance with its Documentation during the Subscription Term; and (c) IDENTOS will implement and maintain commercially reasonable security measures to protect Customer Data.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” IDENTOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

11.1 Indemnification by IDENTOS

IDENTOS shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) any claim that the Platform infringes the intellectual property rights of a third party; or (b) IDENTOS’s gross negligence or wilful misconduct. IDENTOS’s obligations under this Section are conditioned on Customer promptly notifying IDENTOS in writing of the claim, granting IDENTOS sole control of the defence, and providing reasonable cooperation.

11.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless IDENTOS and its officers, directors, and employees from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Customer’s or Authorized Users’ use of the Platform in violation of this Agreement or applicable law; or (b) Customer Data, including any claim that Customer Data infringes third-party rights.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) CAD $10,000.

The limitations in this Section shall not apply to: (a) a party’s wilful misconduct or fraud; (b) breach of confidentiality obligations; (c) IDENTOS’s indemnification obligations under Section 11.1; or (d) Customer’s obligation to pay fees.

13.1 Term

This Agreement commences on the date Customer first accesses the Platform and continues for the initial Subscription Term specified in the Order Form, and any renewals, unless earlier terminated in accordance with this Section.

13.2 Termination for cause

Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) the other party makes a general assignment for the benefit of creditors, has a receiver or trustee appointed over its assets, or becomes subject to bankruptcy, insolvency, reorganization, or similar proceedings that are not dismissed within sixty (60) days.

13.3 Termination for convenience

Either party may terminate this Agreement without cause by providing sixty (60) days’ written notice to the other party. In the event of termination for convenience by IDENTOS, IDENTOS will refund to Customer any pre-paid fees on a pro-rata basis for the unused portion of the current Subscription Term.

13.4 Effect of termination

Upon termination or expiration of this Agreement: (a) all licenses granted hereunder immediately terminate; (b) Customer shall cease all use of the Platform; and (c) Customer may export Customer Data for a period of sixty (60) days following the effective date of termination, after which IDENTOS may delete Customer Data from its systems. IDENTOS will provide reasonable cooperation to facilitate Customer Data export upon request.

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may refer the dispute to binding arbitration administered by the ADR Institute of Canada in Toronto, Ontario, under its commercial arbitration rules. The arbitral award shall be final and binding. Nothing in this Section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

15.1 Entire agreement

This Agreement, together with any applicable Order Form and DPA, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements.

15.2 Amendments

IDENTOS may update this Agreement from time to time. For material changes, IDENTOS will provide at least thirty (30) days’ written notice before changes take effect. If Customer does not agree with the changes, Customer may terminate this Agreement before the changes take effect. Continued use of the Platform after the effective date of changes constitutes acceptance.

15.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that IDENTOS may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

15.6 Notices

Notices under this Agreement shall be in writing and delivered by email or courier to the addresses specified in the applicable Order Form. Notices to IDENTOS shall be sent to legal@policyarc.com.

15.7 Export controls and sanctions

Customer represents and warrants that: (a) Customer is not listed on any applicable government sanctions or restricted party list, including those maintained by the Government of Canada (under the Special Economic Measures Act, United Nations Act, or Justice for Victims of Corrupt Foreign Officials Act), the United States (OFAC), or the European Union; (b) Customer shall not use the Platform in violation of any applicable export control or sanctions law; and (c) Customer shall not permit access to the Platform by any person or entity that is the target of applicable sanctions. IDENTOS reserves the right to suspend or terminate access to the Platform where required by applicable sanctions or export control laws, without liability.

15.8 Force majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or third-party service outages. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.