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.