Third Party Index

Snapshot 27711

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https://www.credenti.com/company/trust-center/eula-terms-of-service
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End User License Agreement (EULA) and Service Agreements
1. Agreement Overview
IMPORTANT – READ CAREFULLY BEFORE USING CREDENTI SERVICES OR SOFTWARE
This End User License Agreement (“Agreement”) is a legally binding agreement between you (“Customer”) and Credenti LLC (“Credenti”).
Credenti software and services may be marketed, sold, distributed, or implemented through authorized partners, resellers, or distributors (collectively, “Authorized Partners”), including Tecnics Consulting Inc. (“Tecnics”), acting as a distributor or reseller.
Notwithstanding the involvement of any Authorized Partner:
All intellectual property rights, licensing rights, and restrictions are governed solely by Credenti.
Authorized Partners have no authority to modify, waive, or expand the terms of this Agreement.
Any permissions, representations, or commitments made by an Authorized Partner that conflict with this Agreement shall be null and void unless expressly approved in writing by Credenti.
1.1 Product Lineage and Legacy Naming
For clarity, references to Credenti software and services include products previously branded, marketed, or distributed under Tecnics Consulting Inc. (“Tecnics”), including, without limitation, TecMFA, TecUnify, TecZERO, and TecTANGO (collectively, the “Legacy Products”).
All Legacy Products are deemed part of the “Software” under this Agreement and are subject to all applicable terms and conditions herein.
1.2 Acceptance of Terms
By clicking “I Agree”, or by downloading, installing, accessing, or otherwise using the Software in any form, you acknowledge and agree to be legally bound by this Agreement, including all applicable Terms of Service, order forms, exhibits, addenda, and incorporated policies.
The Software is licensed, not sold. Customer is granted only those rights expressly set forth in this Agreement.
Use of the Software in on-premise, customer-hosted, or air-gapped environments does not grant any additional rights, regardless of system access, administrative privileges, or control over the underlying infrastructure.
1.3 Eligibility
You represent and warrant that you are legally authorized to enter into this Agreement. If you are not legally eligible to do so, you may not access or use the Software or Services.
1.4 Agreement Scope
If you have received a quotation, order acknowledgment, invoice, or electronic receipt from Credenti or an Authorized Partner, such documentation shall define the licensed Software, Services, and applicable subscription or usage terms.
This Agreement applies to all use of the Software by Customer, including use by its employees, contractors, agents, and third-party service providers, for whom Customer shall remain fully responsible.
1.5 Delivery Models and Coverage
This Agreement applies to all delivery and deployment models of the Software and Services, including, without limitation:
Cloud-hosted services
On-premise and air-gapped deployments
Operating system authentication and login components
Mobile applications and client-side software
Browser extensions, endpoint agents, and other client-side components
Containerized workloads, Docker images, and virtual machine images
Credential-based access platforms and identity services
APIs, backend services, and supporting infrastructure components
A current list of Credenti products and services may be found at:
https://www.credenti.com
1.6 Where to Find the Applicable Agreement
You may have been directed to this Agreement through any of the following:
A hyperlink embedded in a separately signed contract
The user interface of a Credenti web or mobile application
The login screen of a hosted or passwordless access service
A deployment guide, security manual, or administrative documentation
The Credenti website, including the Trust Center or legal pages (www.credenti.com)
Software installers, setup workflows, or installation packages
Locally installed Software, including administrative interfaces or system prompts presented during or after installation
This Agreement applies regardless of how the Software is accessed, installed, or deployed, and Customer’s use of the Software constitutes acceptance of this Agreement.
1.7 Definition of “Services”
“Services” means all offerings provided by Credenti LLC (“Credenti”), including its website (www.credenti.com) and related subdomains, as well as all mobile, desktop, web-based applications, APIs, backend services, and platform components (each an “App” and collectively, the “Apps”) made available directly or through third-party platforms such as the Google Play Store and Apple App Store.
Services include, without limitation:
Identity and access management
Passwordless authentication
Secure workstation and device access
Operating system authentication and login components, including Windows Credential Providers, authentication packages, macOS login integrations, Linux PAM modules, and other pre-login or workstation unlock mechanisms
User provisioning and lifecycle management
Integration with third-party identity providers
Supporting infrastructure, APIs, and backend services
Services and Software also include all underlying and supporting components required for operation, including, without limitation, orchestration environments (e.g., Kubernetes), container platforms, databases, APIs, backend services, key management systems, secret management services, and related infrastructure components, regardless of how deployed or accessed.
Services may include downloadable or deployable components (“Apps” or “Software”) licensed to Customer for use in cloud, on-premise, hybrid, or air-gapped environments.
Credenti does not manufacture or supply physical hardware. Any hardware required for use of the Services must be procured separately from third-party vendors. Credenti may provide recommendations for compatibility purposes but assumes no responsibility or liability for such third-party hardware.
The inclusion or omission of any specific Service or component shall not limit the scope of this definition.
1.8 Additional Definitions
1.8.1 “You” or “Your”
Means the individual or legal entity licensing or using the Services. If acting on behalf of an organization, “You” includes such organization and represents and warrants that you have the authority to bind such organization to this Agreement.
1.8.2 “Software”
Means any software, application, or component developed, licensed, or made available by Credenti, whether branded under current or legacy names, and includes, without limitation:
Mobile applications
Desktop clients
Operating system authentication and login components, including Windows Credential Providers, authentication packages, macOS login integrations, Linux PAM modules, and other pre-login or workstation unlock mechanisms
Web interfaces
Browser extensions and endpoint agents
Containerized applications and images
APIs, backend services, and platform components
Downloadable packages and embedded authentication tools
Software includes all associated updates, upgrades, modifications, configurations, and documentation, as well as any underlying or supporting components required for operation.
1.8.3 “Subscription”
Means the time-bound, limited license granted to use the Software and Services, as defined in an applicable purchase order, agreement, or subscription plan.
1.8.4 “Support Services”
Means technical assistance, helpdesk access, documentation, and update availability provided under a valid support or subscription agreement.
1.8.5 “Updates”
Means any patches, fixes, improvements, enhancements, modifications, or newer versions of the Software made available by Credenti during the applicable subscription or license period.
1.8.6 “Third-Party Software”
Means software, libraries, or components not owned by Credenti but bundled with, integrated into, or required for the operation of the Software or Services.
Such Third-Party Software is subject to its own licensing terms. Credenti:
Does not control such software
Makes no warranties regarding its performance, availability, or security
Assumes no liability for its use or licensing terms
1.8.7 “Computer(s)”
Means any device on which the Software is installed, accessed, or executed, including, without limitation, desktops, laptops, tablets, mobile devices, kiosks, shared workstations, or virtualized environments.
1.8.8 “Trademarks”
Means all logos, names, service marks, and branding associated with Credenti or its products, which remain the exclusive property of Credenti. No rights to use such Trademarks are granted except as expressly permitted under this Agreement.
2. Grant of License
2.1 License Grant
Subject to the terms and conditions of this Agreement, Credenti grants You a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Software solely for Your internal business purposes (the “License”).
This License permits You to store, load, install, execute, display, and otherwise use the Software only as expressly authorized under this Agreement.
All rights not expressly granted herein are reserved by Credenti.
No rights are granted to Customer by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.
2.2 Scope of Use
Your use of the Software is limited to the number of:
Authorized users
Devices or Computers
Environments or instances
as specified in the applicable purchase order, subscription agreement, or other licensing documentation.
Any use beyond the licensed scope is strictly prohibited.
2.3 Backup and Archival Copy
You may create a reasonable number of copies of the Software solely for backup or archival purposes, provided that:
Such copies are not used for production or operational purposes
All copies remain subject to the terms of this Agreement
All copies are securely stored and protected from unauthorized access
Upon termination or expiration of this Agreement, or upon Credenti’s written request, You shall promptly delete or destroy all copies and certify such deletion or destruction in writing if requested.
2.4 Fees and Payment
You agree to pay all applicable Subscription Fees as set forth in the applicable order form or agreement.
Credenti reserves the right to apply an annual fee adjustment of up to ten percent (10%), unless otherwise agreed in writing.
2.5 Support Fees
If Support Services are included or purchased, You agree to pay applicable Support Fees as set forth in the relevant order form.
Credenti may apply an annual adjustment of up to ten percent (10%) to Support Fees unless otherwise agreed in writing.
2.6 Subscription Benefits and Services
During an active Subscription, and subject to compliance with this Agreement, You may receive:
Software Updates, which shall be deemed part of the Software and governed by this Agreement
Technical Support, if included, provided remotely during Credenti’s standard business hours (unless otherwise agreed)
Access to documentation, knowledge base, and support resources
Credenti may modify, enhance, or discontinue certain features or support offerings, provided that such changes do not materially reduce the core functionality of the licensed Software.
2.7 License Restrictions and Boundaries
This License grants only the right to use the Software and does not grant any rights to:
Access, inspect, or analyze the Software beyond its intended use
Derive source code, underlying structure, or implementation details
Use the Software outside the licensed scope or authorized environment
Use of the Software in on-premise, customer-controlled, or air-gapped environments does not expand or modify the scope of this License, regardless of system-level or administrative access.
Any access to the Software beyond the rights expressly granted under this Agreement shall constitute a material breach.
3. Activation and Term
3.1 Activation and Term
The Software shall be deemed activated upon the earlier of:
Your acceptance of this Agreement; or
Installation, access, or use of the Software
The License shall remain in effect for the term specified in the applicable purchase order or agreement, unless earlier terminated in accordance with this Agreement.
3.2 Scope of Licensed Term
If the Software is licensed for use across multiple Computers, users, environments, or instances, such use shall be limited to the duration and scope specified in the applicable purchase order or subscription agreement.
3.3 Termination for Breach
Without limiting any other rights or remedies available at law or in equity, Credenti may suspend or terminate this License immediately upon:
Any breach of this Agreement by You; or
As required by applicable law
In the event of termination due to breach:
No refunds shall be provided
You shall immediately cease all use of the Software
You shall promptly delete or destroy all copies of the Software upon Credenti’s written request
Termination for breach shall not limit any other rights or remedies available to Credenti.
3.4 Compliance with Laws and Acceptable Use
You agree to use the Software and any outputs, reports, or information derived from it in compliance with all applicable laws and regulations, including, without limitation:
Data protection and privacy laws
Intellectual property laws
Export control laws
You further agree:
To use the Software only on systems and environments you are legally authorized to access
Not to attempt unauthorized access, misuse, or circumvention of the Software or its protections
Credenti reserves the right, where required or permitted by law, to notify appropriate authorities in the event of unlawful use.
3.5 Indemnification
Customer Indemnification
You shall indemnify, defend, and hold harmless Credenti and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, and expenses arising from:
Your use of the Software in violation of this Agreement
Any unauthorized modification, customization, or alteration of the Software
Any misuse of outputs, data, or derived information
Credenti Indemnification
Credenti shall indemnify and defend You against claims that the Software infringes the intellectual property rights of a third party, subject to:
Your prompt written notification of such claim; and
Credenti having sole control over the defense and settlement
This provision shall survive termination or expiration of this Agreement.
3.6 Assignment
You may not assign, transfer, or sublicense this Agreement or any rights granted herein without the prior written consent of Credenti. Any attempted assignment in violation of this Section shall be null and void.
3.7 License Verification
Credenti reserves the right to verify compliance with this Agreement, including confirming that the Software is being used within the licensed scope.
Such verification may include reasonable technical measures or requests for information, provided that such activities do not unreasonably interfere with Your operations.
Upon reasonable prior notice, Credenti may verify Customer’s compliance with this Agreement through reasonable means, including documentation review or system verification, provided that such activities do not unreasonably interfere with Customer’s operations.
3.8 Availability and Refunds
If the Software becomes materially unavailable due to reasons within Credenti’s control, Credenti may, at its sole discretion, provide a pro-rata refund of prepaid fees for the affected period.
3.9 Intellectual Property Indemnity
Credenti shall indemnify You and your affiliates against claims that the Software infringes third-party intellectual property rights, subject to the conditions set forth in Section 3.5.
3.10 Survival
The following provisions shall survive termination or expiration of this Agreement:
Indemnification obligations
Intellectual property rights
License restrictions and limitations on use
Any other provisions which by their nature are intended to survive
3.11 Governing Documentation
You are responsible for reviewing and complying with all applicable agreements, order forms, and policies associated with your use of the Services.
3.12 Export Compliance
Customer shall comply with all applicable export control and economic sanctions laws and regulations of the United States and other applicable jurisdictions. Customer shall not export, re-export, or otherwise transfer the Software in violation of such laws or regulations.
4. Information Collection
4.1 Diagnostic and Operational Data
To support the installation, operation, and security of the Software, You agree that Credenti may collect and process limited diagnostic and operational data, including:
Error codes and system logs
Installation and configuration details
Device, operating system, and environment information
Performance and usage metrics necessary for troubleshooting
Such data shall be collected and processed solely for the purposes of:
Troubleshooting and issue resolution
Maintaining and improving the Software
Ensuring system integrity and security
4.2 Data Minimization and Use Restrictions
Credenti shall process such information in accordance with the following principles:
Data shall be limited to what is reasonably necessary for support and product improvement
Data shall not be used for unrelated purposes, including marketing or profiling
Data shall be handled in accordance with applicable data protection and privacy laws
Credenti does not use such data to identify individual users except as necessary for troubleshooting or security purposes.
4.3 Sensitive Data Handling
Credenti does not intentionally collect:
User credentials (including passwords, private keys, or authentication secrets)
Biometric data in raw or reusable form
Sensitive personal data beyond what is required for authentication workflows
To the extent such data is processed as part of authentication or identity services, it shall be handled in accordance with secure, industry-standard practices and applicable agreements.
4.4 On-Premise and Customer-Controlled Environments
In on-premise, air-gapped, or customer-hosted deployments:
Data generated by the Software shall remain under the control of the Customer
Credenti shall not have access to such data unless explicitly provided by the Customer for support purposes
Customer shall be responsible for ensuring compliance with applicable data protection and privacy obligations
4.5 Voluntary Data Sharing
Any logs, diagnostic information, or system data shared with Credenti for support purposes are provided voluntarily by You and shall be used solely for the purpose of resolving issues and improving the Software.
5. Limitations
5.1 Prohibited Activities
You shall not, and shall not permit any third party (including employees, contractors, or service providers), to:
Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or access the source code, underlying structure, algorithms, or logic of the Software, in whole or in part
Inspect, analyze, or extract code or logic from:
Binaries, executables, or browser extensions
Container images, virtual machine images, or deployment artifacts
APIs, backend services, or runtime environments
Operating system authentication and login components, including Windows Credential Providers, authentication packages, macOS login integrations, Linux PAM modules, and other pre-login or workstation unlock mechanisms
Use any tools, techniques, or methods to convert the Software into a human-readable form, including through decompilation, instrumentation, debugging, or memory inspection
Upload, share, or otherwise process the Software or any derived code, artifacts, or outputs with any third-party systems, including, without limitation:
Artificial intelligence (AI) or machine learning platforms
Code analysis tools or external services
without Credenti’s prior written authorization
Use the Software or any outputs derived therefrom to develop, replicate, or enhance any competing product, service, or functionality
Circumvent, bypass, or interfere with any security mechanisms, authentication controls, or usage restrictions implemented within the Software
Emulate, clone, rent, lease, sublicense, distribute, or otherwise make the Software available to any unauthorized third party
Any activities prohibited under this Section, including but not limited to reverse engineering, decompilation, code extraction, or analysis of the Software, shall also constitute a violation of the confidentiality obligations set forth in Section 12 of this Agreement.
5.2 Permitted Testing Activities
For clarity:
Black-box testing, including network-level testing, API testing, and functional security assessments, is permitted
However:
Reverse engineering, decompilation, code extraction, or inspection of internal implementation is strictly prohibited, even in on-premise or customer-controlled environments
Any security testing conducted by Customer or its representatives must comply with Credenti’s Security Testing Policy, as may be updated from time to time. Customer shall ensure that any third-party testers are bound by obligations consistent with this Agreement.
5.3 Scope of Restrictions
These restrictions apply regardless of how the Software is accessed or deployed, including:
Cloud-hosted environments
On-premise or air-gapped deployments
Containerized or virtualized environments
APIs, backend services, and supporting infrastructure
Administrative or system-level access does not grant any rights to bypass these restrictions.
5.4 Enforcement and Remedies
Any unauthorized use or violation of this Section shall result in:
Immediate suspension or termination of the License
No refund of any fees paid
Potential civil and/or criminal liability
Credenti reserves all rights and remedies available at law or in equity.
6. Limited Warranty and Disclaimer
6.1 Limited Warranty
Credenti represents and warrants that, during the applicable Subscription term:
The Software shall substantially conform to the applicable documentation provided by Credenti
The Software shall be provided using commercially reasonable care and skill consistent with industry standards
Credenti shall use commercially reasonable efforts to ensure that the Software does not contain malicious code intentionally introduced by Credenti
6.2 Warranty Exclusions
The limited warranty set forth in Section 6.1 shall not apply to any issues arising from:
Misuse, abuse, unauthorized modification, or improper configuration of the Software
Customer-controlled environments, including on-premise or air-gapped deployments
Failures caused by Customer systems, infrastructure, or third-party dependencies
External events beyond Credenti’s reasonable control, including power failures, network issues, or force majeure events
Failure to implement Updates or follow recommended configurations
Third-party software or hardware incompatibility
6.3 Remedies
In the event of a verified breach of the limited warranty, Credenti shall, at its sole discretion:
Repair or replace the affected Software; or
Re-perform the affected Services
If such remedies are not commercially reasonable, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid fees for the unused portion of the term.
6.4 Customer Responsibilities
You acknowledge and agree that:
No software is completely free from defects or vulnerabilities
You are responsible for maintaining appropriate backups, security controls, and operational safeguards
The Software must be used in accordance with this Agreement and applicable documentation
6.5 Disclaimer of Warranties
Except as expressly provided in Section 6.1:
The Software and Services are provided “as is” and “as available”
Credenti disclaims all other warranties, whether express, implied, or statutory, including, without limitation:
Merchantability
Fitness for a particular purpose
Non-infringement
Credenti does not warrant that:
The Software will be error-free or uninterrupted
The Software will meet all Customer requirements or expectations
All defects or vulnerabilities can or will be corrected
To the maximum extent permitted by applicable law, the foregoing disclaimers shall apply regardless of the form of action, whether in contract, tort, or otherwise.
6.6 Third-Party Components
The Software may include or depend on Third-Party Software or services.
Credenti:
Does not control such components
Makes no warranties regarding their performance or availability
Provides such components subject to the applicable third-party license terms
6.7 Security and Performance Disclaimer
Credenti does not guarantee that the Software will prevent all unauthorized access, security incidents, or system failures.
Customer acknowledges that:
Security is a shared responsibility
Proper configuration, use, and operational controls are required to achieve intended outcomes
6.8 Survival
The provisions of this Section, including, without limitation, all disclaimers of warranties, limitations regarding performance, and exclusions related to third-party components and security, shall survive termination or expiration of this Agreement.
6.9 Beta or Preview Features
From time to time, Credenti may make available certain features or functionality designated as beta, preview, or early access (“Beta Features”). Such Beta Features are provided “as is” without warranties of any kind and may be modified or discontinued at any time. Customer’s use of Beta Features is at its own risk.
7. Exclusion and Limitation of Liability
Subject to applicable law, the following limitations apply:
7.1 Exclusion of Damages
To the maximum extent permitted by applicable law, Credenti and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including, without limitation:
Loss of profits, revenue, or business opportunities
Business interruption or downtime
Loss, corruption, or exposure of data
Privacy or security incidents
arising out of or relating to the use of, or inability to use, the Software or Services, even if Credenti has been advised of the possibility of such damages.
7.2 Limitation of Liability
To the maximum extent permitted by applicable law, Credenti’s total cumulative liability arising out of or relating to this Agreement shall not exceed:
the total fees paid by You to Credenti for the Software or Services during the twelve (12) months immediately preceding the event giving rise to the claim.
7.3 Exceptions
The limitations set forth in this Section shall not apply to:
Credenti’s indemnification obligations under this Agreement; or
Liability arising from gross negligence or willful misconduct, to the extent such limitations are not permitted under applicable law
7.4 Severability
If any provision of this Section is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
7.5 Basis of the Bargain
The parties acknowledge that the limitations of liability set forth in this Section:
Reflect a reasonable allocation of risk between the parties;
Form an essential basis of the agreement; and
Apply regardless of the form of action, whether in contract, tort, or otherwise
7.6 Survival
The provisions of this Section, including, without limitation, all limitations of liability, exclusions of damages, and allocations of risk between the parties, shall survive termination or expiration of this Agreement and shall apply to any claims arising out of or relating to events occurring during the term of this Agreement.
8. Intellectual Property
8.1 Ownership and Rights
You acknowledge and agree that the Software, including all:
Source code and object code
Operating system authentication and login components and associated authentication logic
Architecture, systems, and designs
Methods of operation, workflows, and processes
Documentation and related materials
Security mechanisms and authentication logic
constitutes the proprietary intellectual property and trade secrets of Credenti.
Such intellectual property is protected by applicable copyright, trade secret, trademark, and patent laws, including U.S. laws and international treaties.
8.2 No Transfer of Ownership
This Agreement grants You a limited license to use the Software and does not transfer any ownership rights.
Credenti retains all right, title, and interest in and to the Software, including, without limitation:
All updates, enhancements, and modifications
Any configurations or adaptations
Any derivative works, whether created by Credenti, You, or any third party
Your possession, access, or use of the Software does not confer any ownership or intellectual property rights.
8.3 Restrictions on Use of Intellectual Property
You shall not, directly or indirectly:
Access, use, or analyze the Software to derive its underlying structure, logic, or algorithms
Use any knowledge, insights, or outputs obtained from the Software to replicate, recreate, or develop competing functionality or products
Extract, copy, or reproduce any portion of the Software, except as expressly permitted under this Agreement
Use the Software or any derived materials in a manner that infringes or misappropriates Credenti’s intellectual property rights
Any use of the Software in violation of this Section shall constitute a material breach of this Agreement.
8.4 Use of Trademarks
Credenti retains all rights in its trademarks, service marks, and branding (“Trademarks”).
You may use such Trademarks solely:
As necessary to identify output generated by the Software; and
In accordance with accepted trademark usage practices
No rights, title, or interest in such Trademarks are transferred to You under this Agreement.
8.5 Protection of Proprietary Materials
You agree to:
Maintain the confidentiality of the Software and its components
Protect all proprietary notices, labels, and markings
Not remove, alter, or obscure any copyright or ownership notices
All copies of the Software must retain the same proprietary notices as the original.
8.6 Third-Party Claims
If a third party alleges that the Software infringes their intellectual property rights, Credenti shall, at its sole discretion and expense:
Procure the right for You to continue using the Software;
Modify or replace the Software to avoid infringement while maintaining substantially equivalent functionality; or
Terminate the affected portion of the Software and provide a pro-rata refund of prepaid fees
8.7 Survival of Intellectual Property Rights
All provisions of this Section, including, without limitation, ownership rights, intellectual property protections, restrictions on use, confidentiality of proprietary materials, and obligations relating to non-infringement, shall survive termination or expiration of this Agreement.
8.8 Equitable Relief
Customer acknowledges that any breach of Sections 5 (Limitations), 8 (Intellectual Property), or 12 (Confidentiality) may cause irreparable harm to Credenti for which monetary damages may be an inadequate remedy. Accordingly, Credenti shall be entitled to seek injunctive or other equitable relief, without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity.
8.9 Feedback
Customer may, from time to time, provide suggestions, comments, or feedback regarding the Software (“Feedback”). Customer agrees that Credenti shall have a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, modify, and incorporate such Feedback into its products and services without any obligation or compensation to Customer.
9. Governing Law
9.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflict of laws principles.
Any disputes, claims, or controversies arising out of or relating to this Agreement or the use of the Software shall be exclusively brought in the state or federal courts located in Harris County, Texas.
Each party:
Irrevocably submits to the personal and exclusive jurisdiction of such courts; and
Waives any objection to venue or forum, including any claim of inconvenient forum
9.2 Exclusion of CISG
This Agreement expressly excludes the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and any implementing or successor legislation thereto, regardless of whether such laws would otherwise be applicable.
9.3 Limitation Period for Claims
To the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action arises.
10. Entire Agreement; Severability; No Waiver; Survival
10.1 Entire Agreement
This Agreement, together with any applicable order forms, exhibits, and incorporated policies, constitutes the entire agreement between You and Credenti with respect to the Software and supersedes all prior or contemporaneous agreements, communications, proposals, and representations, whether oral or written.
In the event of a conflict between this Agreement and any order form or other document, the terms of this Agreement shall control unless expressly stated otherwise in writing.
This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original.
10.2 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be:
Modified to the minimum extent necessary to make it enforceable; or
If modification is not possible, deemed severed
The remaining provisions shall remain in full force and effect.
10.3 No Waiver
No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the party granting the waiver.
Failure or delay by either party in enforcing any provision shall not:
Constitute a waiver of that provision; or
Affect the right to enforce such provision at any later time
10.4 Survival
The following provisions shall survive termination or expiration of this Agreement:
Intellectual property rights and ownership
License restrictions and limitations on use
Indemnification obligations
Limitations of liability
Confidentiality obligations
Any provisions which by their nature are intended to survive
10.5 Amendments
This Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties, unless otherwise expressly permitted under this Agreement.
11. Notices
11.1 Notices to Credenti
All legal notices or communications required or permitted under this Agreement shall be provided in writing and delivered to Credenti via:
Email to: legal@credenti.com; or
Such other contact information as Credenti may designate in writing
Notices shall be deemed effective only when delivered in accordance with this Section.
11.2 Notices to You
Credenti may provide notices to You via:
The contact information provided during registration, installation, or account setup;
Email; or
In-product notifications or administrative interfaces
11.3 Effectiveness of Notices
Notices shall be deemed given:
Upon receipt, if delivered electronically; or
One (1) business day after transmission, if sent via email, provided that no delivery failure notice is received
11.4 Customer Responsibility
You are responsible for maintaining accurate and up-to-date contact information with Credenti. Credenti shall not be responsible for any failure to deliver notices due to outdated or incorrect contact information.
11.5 General Inquiries
For general (non-legal) inquiries regarding this Agreement or the Software, You may contact Credenti via:
‍https://www.credenti.com/contact
12. Confidentiality
12.1 Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed or made available by Credenti to You, directly or indirectly, including, without limitation:
Software, source code, object code, and binaries
Operating system authentication and login components, including credential providers, authentication modules, and related authentication mechanisms
System architecture, design, and technical specifications
Security mechanisms, authentication workflows, and configurations
Documentation, manuals, and internal processes
Any information obtained through access to, use of, testing of, or analysis of the Software
Confidential Information includes all information that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.
12.2 Obligations of Confidentiality
You shall:
Use Confidential Information solely for the purpose of exercising your rights under this Agreement
Protect such information using at least the same degree of care you use to protect your own confidential information, and no less than a reasonable standard of care
Not disclose Confidential Information to any third party without Credenti’s prior written consent
12.3 Permitted Disclosures
You may disclose Confidential Information only to:
Employees, contractors, or service providers who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein
You shall remain fully responsible for any breach of this Agreement by such parties.
12.4 Prohibited Use and Handling
You shall not:
Copy, reproduce, distribute, or store Confidential Information outside of your controlled environment except as necessary for authorized use
Use Confidential Information to develop, enhance, or support any competing product or service
Upload, share, or otherwise process Confidential Information with any external systems, including, without limitation:
Artificial intelligence (AI) or machine learning platforms
Third-party analysis tools or external services
without Credenti’s prior written consent
Any unauthorized access to, use of, or analysis of the Software shall be deemed access to Confidential Information in violation of this Agreement.
12.5 Compelled Disclosure
If You are required by law, regulation, or court order to disclose Confidential Information, You shall:
Provide prompt written notice to Credenti (to the extent legally permitted); and
Cooperate with Credenti in seeking appropriate protective measures
12.6 Return or Destruction
Upon termination or expiration of this Agreement, or upon Credenti’s written request, You shall:
Return or securely destroy all Confidential Information; and
Certify such return or destruction in writing upon request
12.7 Survival
Your obligations under this Section shall survive termination or expiration of this Agreement for a period of five (5) years, and, with respect to trade secrets, for so long as such information remains protected under applicable law.
13. Use of Artificial Intelligence and Automated Analysis Tools
Customer shall not, and shall not permit any third party to, use any artificial intelligence (AI), machine learning systems, automated code analysis tools, or similar technologies to:
Analyze, process, or derive insights from the Software or any of its components
Extract, reconstruct, or infer source code, algorithms, authentication logic, or system design
Process binaries, executables, container images, APIs, or outputs of the Software
Upload or transmit the Software or any related artifacts to external AI or analysis platforms
This restriction applies to all components of the Software, including, without limitation:
Operating system authentication and login components
Windows Credential Providers, authentication packages
macOS login integrations and Linux PAM modules
APIs, backend services, and supporting infrastructure
Any such use shall be deemed:
A material breach of this Agreement
A violation of Credenti’s intellectual property rights
A breach of confidentiality obligations under Section 12
14. Publicity
Unless otherwise agreed in writing, Credenti may identify Customer as a user of the Software in its marketing materials, including on its website and in customer lists, provided that no confidential information is disclosed.
15. Force Majeure
Credenti shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, labor disputes, network or infrastructure failures, or governmental actions.