End User License Agreement
This End User License Agreement (Agreement) governs Idaxis Authenticator software, its installer, included background services, documentation, and updates supplied under this Agreement (Software). It is a contract between SCB Solutions, Inc. (SCB, we, us) and the individual or organization accepting it (you).
PLEASE READ THIS AGREEMENT BEFORE ACCEPTING. SECTIONS 10 AND 11 DISCLAIM WARRANTIES AND LIMIT OUR LIABILITY. SECTION 12 REQUIRES INDEMNIFICATION BY BUSINESS USERS. SECTION 16 SELECTS VIRGINIA LAW AND AN EXCLUSIVE COURT FORUM, SUBJECT TO MANDATORY LAW.
By selecting I Agree or an equivalent acceptance control after having an opportunity to review and retain this Agreement, you agree to its terms. If you do not agree, decline installation or activation and do not use the Software. Nothing here limits a return or refund right that applicable law gives you when terms are first presented after purchase.
You must have legal capacity to enter into this Agreement. If you accept for an organization, you represent that you have authority to bind it; the terms you and your then refer to that organization. The organization is responsible for its authorized users and for obtaining their compliance. Use by a person without contracting capacity requires acceptance and supervision by a parent, legal guardian, or other legally authorized representative.
Subject to this Agreement and any expressly accepted order limits, SCB grants you a limited, nonexclusive, worldwide, nontransferable, nonsublicensable license to install and run the Software on compatible computers you own or control, with supported authentication hardware, for your personal use or your organization's internal business purposes. You may make reasonable backup copies and, for an organization, distribute unmodified copies internally to authorized users. All copies must retain proprietary notices.
The Software is licensed, not sold. This license does not authorize resale, public redistribution, white labeling, use to provide a hosted service to third parties, or operation for unrelated customers without SCB's written permission. A hardware purchase does not transfer software ownership. Any rights not expressly granted remain with SCB and its licensors.
Except to the extent applicable law or a governing third-party license permits, you must not modify, translate, adapt, or create derivative works of the Software; reverse engineer, decompile, disassemble, or attempt to obtain its source code, private signing keys, or other proprietary implementation information; sell, rent, lease, sublicense, or distribute it outside the permission in Section 2; remove or alter proprietary notices; or bypass license, integrity, authentication, or access controls.
You must not use the Software to access accounts or systems without authorization, steal or disclose credentials, impersonate another person, conduct fraud or phishing, distribute malicious code, or violate law or another person's rights. You must not misrepresent modified or unauthorized software as an official Idaxis release. These restrictions do not remove rights that cannot lawfully be restricted, rights under applicable open-source licenses, or permission given in a separate written security-testing authorization.
The Software is a companion to compatible hardware security keys and supports displaying time-based or counter-based one-time passwords. Available functions depend on the Software version, key, firmware, operating system, and service being accessed. Installing the Software does not itself enroll an account, establish your identity to a third party, or ensure that a third party will accept an authentication attempt.
You are responsible for using authentic downloads, following setup instructions, installing appropriate security updates, securing your computers and keys, controlling administrator privileges, keeping PINs and recovery information confidential, and checking the destination before entering any code. Where relevant, maintain correct clock settings and counter synchronization. You must have authorization to enroll, modify, or remove every credential you manage.
One-time codes do not by themselves prevent phishing, malware, session theft, or compromise of the computer on which a code is displayed. Hardware protection of a secret does not guarantee protection of a displayed code, an authenticated session, or the account itself. You remain responsible for choosing controls appropriate to your use and complying with applicable organizational requirements.
Before relying on a key, establish and test an independent recovery method permitted by each account provider, such as recovery codes, a separately enrolled spare key, or administrator recovery. Keep recovery material securely and separately from the primary key. Do not assume that copying the Software or backing up a computer copies credentials held on hardware.
Loss, theft, damage, reset, credential deletion, forgotten PINs, or exhausted retry limits may permanently prevent access to credentials or accounts. Before any reset, deletion, migration, update, or deinstallation, understand its documented effects and verify your alternative access. Do not assume that a nonexportable credential can be recovered or transferred.
Unless SCB expressly undertakes a specific obligation in a separate written agreement, SCB has no contractual obligation to maintain a copy of your authentication secrets, replace recovery codes, bypass a PIN or key protection, reverse a reset or deletion, or restore access to a third-party account. Recovery depends on the account provider's procedures and any recovery methods you previously established. This section does not limit nonwaivable duties or excuse SCB from an express contractual commitment.
Third-party accounts, identity providers, operating systems, firmware, hardware, networks, and other software are governed by their own terms. Their providers may change or discontinue support. SCB does not control their availability, security, acceptance of codes, account decisions, or recovery procedures, and does not guarantee continued interoperability. You are responsible for required third-party permissions, licenses, equipment, and connection charges.
The Software is not a substitute for safety-critical or emergency controls. Do not deploy it where a failure could directly cause death, personal injury, or severe physical or environmental damage without an independently effective fail-safe arrangement and a separate written agreement expressly authorizing that use. Use of the Software alone does not establish compliance with a law, certification, security standard, or procurement requirement.
The Software may check for available updates and offer to download or install them according to its documented behavior and your settings. This Agreement applies to updates unless a different agreement is presented for acceptance. Updates may change compatibility or functions. You are responsible for testing suitability and maintaining independent access before making changes.
Unless a separate written agreement or applicable law requires otherwise, SCB does not promise a support period, response time, service level, future release, or continued support for an operating system or device. SCB may modify or discontinue updates, support, or online components. Where reasonably practicable, SCB will provide advance notice of a material adverse change or discontinuation; security threats, abuse, or legal requirements may require earlier action. Discontinuing support does not by itself terminate a compliant license to an installed version.
The Idaxis Authenticator Privacy Notice at https://www.idaxis.com/authenticator/privacy/ describes the personal information processed in connection with the Software, update checks, and support. It is separate from this software license. Acceptance of this Agreement is not consent to optional data processing for which separate consent is required. Nothing in this Agreement grants ownership of your credentials or authorizes use of your authentication secrets for advertising or model training.
Do not send SCB passwords, PINs, one-time codes, private keys, seed secrets, recovery codes, or unredacted enrollment QR codes in support requests. You are responsible for having the rights and permissions needed for other information you submit. Any personal information remains subject to the applicable privacy notice and law.
If you voluntarily submit product suggestions or feedback, you grant SCB a perpetual, irrevocable, worldwide, nonexclusive, royalty-free right to use, modify, incorporate, distribute, and sublicense that feedback without payment or attribution. This permission does not include your authentication secrets, personal information, or information that SCB has separately agreed to keep confidential.
SCB and its licensors retain their intellectual property rights in the Software. No trademark license is granted except as necessary to use an unmodified authorized copy. Separately identified third-party and open-source components remain governed by their own licenses; those licenses control any conflict for the affected component, and nothing here reduces rights they grant.
Any software fee must be disclosed and accepted before it is charged. Downloading a no-charge version does not authorize future charges. Separate purchases, hardware warranties, hardware returns, and paid support are governed by the applicable purchase or support agreement and mandatory law. This Agreement does not cancel those rights. A purchase order does not change this Agreement merely because it is submitted or processed, subject to Section 15 for government transactions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR AN EXPRESS WARRANTY THAT LEGALLY BINDS SCB OR IS GIVEN IN A SEPARATE WRITTEN AGREEMENT, THE SOFTWARE AND RELATED SUPPORT ARE PROVIDED AS IS, AS AVAILABLE, AND WITH ALL FAULTS. SCB AND ITS LICENSORS AND SUPPLIERS DISCLAIM IMPLIED AND STATUTORY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NONINTERFERENCE WITH YOUR ENJOYMENT, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES ARISING FROM CUSTOM, DEALING, OR PERFORMANCE.
SCB DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, COMPATIBLE WITH EVERY DEVICE OR SERVICE, FREE FROM VULNERABILITIES, OR CAPABLE OF PREVENTING EVERY SECURITY INCIDENT OR ACCOUNT LOCKOUT. SCB DOES NOT GUARANTEE THAT EVERY DEFECT WILL BE CORRECTED OR THAT LOST CREDENTIALS OR ACCOUNT ACCESS CAN BE RECOVERED.
Informal advice or assistance does not create an additional warranty unless it legally constitutes an express warranty or an authorized written contractual commitment. This disclaimer does not override an express warranty that cannot lawfully be disclaimed. You retain all mandatory consumer guarantees and remedies.
SUBJECT TO THE EXCEPTIONS BELOW AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCB, ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS (SCB PARTIES) WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT.
THE TOTAL AGGREGATE LIABILITY OF ALL SCB PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT IN CONNECTION WITH A GIVEN END USER WILL NOT EXCEED THE HARDWARE VALUE FOR THAT END USER, AS DEFINED BELOW. FOR AN ORGANIZATIONAL CUSTOMER, THE CAP IS BASED ONLY ON THE AFFECTED END USER'S RELEVANT IDAXIS HARDWARE, NOT HARDWARE USED BY OTHER USERS OR THE VALUE OF THE ORGANIZATION'S ENTIRE DEPLOYMENT. MULTIPLE CLAIMS, INCIDENTS, OR CLAIMANTS DO NOT MULTIPLY THE APPLICABLE CAP.
An end user is an individual authorized to use the Software, including an organization's authorized individual users. Hardware Value means the total purchase price, after discounts and excluding taxes, shipping, software, support, and other services, actually paid for the Idaxis authentication hardware used or being set up for use by the affected end user with the Software in connection with the first event giving rise to the claims. The price may have been paid by the user, an employer, or another purchaser for that user. Unrelated hardware is excluded. If the relevant hardware was supplied without a separately stated purchase price, its value is SCB's published standalone retail price when supplied or, if none was published, its reasonable documented retail value at that time.
Claims associated with the same physical hardware share one aggregate Hardware Value cap, regardless of the number of end users or claimants, and that hardware is counted only once when calculating any combined cap. There is no separate minimum dollar amount or software-fee allowance.
These exclusions and the cap apply to claims involving lost, deleted, corrupted, or compromised credentials or data; account lockout; unauthorized access or transactions; interruption of work; recovery or replacement costs; and software or update failures. They apply regardless of the legal theory, including contract, ordinary negligence, or other tort, and whether the possibility of loss was disclosed or foreseeable. They are independent allocations of risk and remain applicable if any limited remedy fails of its essential purpose, to the extent law permits.
EXCEPTIONS: NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY LIABILITY OR REMEDY THAT APPLICABLE LAW DOES NOT ALLOW TO BE EXCLUDED OR LIMITED. THESE SOFTWARE LIMITS DO NOT REPLACE SEPARATE HARDWARE WARRANTY RIGHTS. IF A LIMIT IS NOT LAWFULLY AVAILABLE, LIABILITY IS LIMITED ONLY TO THE EXTENT THE LAW ALLOWS.
This section applies only when you use the Software in a trade, business, profession, or on behalf of an organization, and only to the extent you may lawfully undertake these obligations. It does not apply to personal consumer use or to a government or other entity legally prohibited from providing the indemnity.
You will defend, indemnify, and hold harmless the SCB Parties against third-party claims and proceedings, including lawful government proceedings, and resulting damages, settlements, legally indemnifiable penalties, and reasonable legal fees and expenses, to the extent caused by your unlawful use of the Software, material violation of this Agreement, or infringement or violation of another person's rights through information or materials you supply. This obligation does not cover loss to the extent caused by an SCB Party's breach of this Agreement, negligence, fraud, or willful misconduct.
SCB will give reasonably prompt notice of a claim and reasonable cooperation at your expense; delayed notice reduces your duty only to the extent it materially prejudices the defense. You may control the defense through qualified counsel reasonably acceptable to SCB. SCB may participate through separate counsel at its own expense. No settlement may admit fault, impose nonmonetary duties on an SCB Party, or omit its unconditional release without its written consent, which will not be unreasonably withheld.
This Agreement continues until terminated. You may terminate it by ceasing use and uninstalling all copies under your control. SCB may terminate the license or suspend services it provides if you materially or repeatedly violate this Agreement, if law requires it, or if your use creates a material security threat, unlawful harm, or material liability. Where lawful and reasonably practicable, SCB will explain the reason and give notice and an opportunity to address a curable violation. Immediate action may be taken when delay would create a material risk or violate law.
After termination, cease using and uninstall the Software and destroy unauthorized copies, subject to mandatory retention rights. You remain responsible for maintaining independent account access. Termination does not authorize SCB to erase credentials from your key or access your third-party accounts, and this Agreement does not grant a right of electronic self-help prohibited by law. Ownership, accrued payment obligations, feedback rights, warranty disclaimers, liability limits, indemnification for pretermination events, dispute provisions, and provisions intended by their nature to survive remain effective.
You must comply with applicable export, reexport, import, and economic sanctions laws. You must not provide, transfer, or use the Software for a prohibited destination, party, or end use, or help others evade those restrictions. A license under this Agreement does not grant an export authorization or determine the Software's regulatory classification.
For U.S. Government acquisition, the Software and documentation are offered as commercial computer software and commercial computer software documentation to the extent those classifications apply. Government rights are determined by the applicable federal acquisition rules and the valid government contract. Federal law and mandatory contract clauses control any conflict with this Agreement.
No government employee's acceptance purports to bind an agency beyond that employee's actual authority. Indemnification, governing law, venue, payment obligations, unilateral changes, and other provisions apply to a government customer only to the extent authorized by applicable law and its contract. No sovereign immunity or statutory right is waived by this Agreement.
Except where mandatory law or Section 15 requires otherwise, Virginia law and applicable U.S. federal law govern this Agreement and disputes concerning it, without giving effect to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
SUBJECT TO MANDATORY LAW, YOU AND SCB AGREE THAT THE STATE COURTS IN ARLINGTON COUNTY, VIRGINIA, AND THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, ALEXANDRIA DIVISION, HAVE EXCLUSIVE JURISDICTION OVER SUCH DISPUTES, AND EACH PARTY CONSENTS TO PERSONAL JURISDICTION IN THOSE COURTS.
If you are a consumer, this choice does not deprive you of mandatory protections of the law where you habitually reside or any nonwaivable right to bring proceedings in another court. Either party may request interim protection from a court that lawfully has jurisdiction. Contacting SCB to seek an informal resolution is encouraged but is not a condition to filing a claim or a reduction of any legal deadline.
SCB may propose changes for future releases or continued services for legal, security, operational, or product reasons. Material changes will be identified and presented with reasonable advance notice where practicable, and acceptance will be obtained where required. Posting revised text alone does not retroactively change an accepted license or an accrued dispute. If you decline new terms, you may stop the affected service or decline the update; an existing license remains governed by the terms you accepted unless validly terminated.
This Agreement is the complete software license agreement, subject to a separate written agreement expressly overriding it, applicable component licenses, and mandatory law. It does not exclude liability for fraud or alter an express promise that law does not permit us to disclaim. If a provision is unenforceable, the remainder continues to the extent lawful. Failure to enforce a provision is not a waiver. Neither party is the other's agent or partner.
You may not assign this Agreement without SCB's written consent except where law gives a nonwaivable right. SCB may assign it with the relevant business or assets if your rights are not reduced. The SCB Parties are intended beneficiaries of the protections expressly granted to them; otherwise no third-party enforcement rights are created. SCB is not responsible for delay caused by events beyond its reasonable control, except to the extent applicable law or a binding agreement provides otherwise.
Questions, legal notices, and requests relating to this Agreement may be sent to SCB Solutions, Inc., attention Idaxis Authenticator, at info@idaxis.com or through https://www.idaxis.com/contact/. This contact provision does not replace legal requirements for formal service of process. SCB may deliver notices through the Software, the support site, or an email address you have provided, using a method reasonably suited to the notice and any applicable legal requirements.