Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and AccessIQ, Inc. ("AccessIQ," "we," "us," or "our") governing your access to and use of the AccessIQ website at accessiq.app (the "Site"), our customer identity and access management platform (the "Platform"), and any related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

AccessIQ provides a customer identity and access management (CIAM) platform designed for B2B SaaS applications. Our Services include:

• Identity and access management capabilities
• Single sign-on (SSO) and identity provider integrations
• Multi-factor authentication (MFA)
• Feature flag management
• User and organization management
• Audit logging and compliance tools
• APIs and developer tools
• Related documentation and support

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Account Registration

3.1 Account Creation

To access certain features of the Services, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confaccessiqlity of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

3.2 Account Requirements

You must be at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization.

3.3 Account Suspension

We reserve the right to suspend or terminate your account if you violate these Terms, engage in fraudulent or illegal activity, or pose a security risk to our Services or other users.

4. Subscription Plans and Payments

4.1 Subscription Plans

The Services are offered under various subscription plans, including Free, Professional, and Enterprise tiers. Each plan includes different features, usage limits, and pricing as described on our pricing page. We reserve the right to modify our plans and pricing with reasonable notice.

4.2 Fees and Payment

If you subscribe to a paid plan, you agree to pay all applicable fees as described in your subscription. Fees are:

• Billed in advance on a monthly or annual basis
• Non-refundable except as expressly provided in these Terms
• Subject to applicable taxes, which you are responsible for paying
• Due upon receipt of invoice or automatic payment processing

4.3 Usage-Based Billing

Certain plans include usage-based components (e.g., per monthly active user charges). We will calculate usage according to our standard methodology and invoice you accordingly. You can monitor your usage through your account dashboard.

4.4 Payment Methods

You authorize us to charge your designated payment method for all fees due. You are responsible for providing accurate payment information and ensuring sufficient funds. If payment fails, we may suspend your access to paid features until payment is received.

4.5 Upgrades and Downgrades

You may upgrade or downgrade your subscription plan at any time through your account settings. Upgrades take effect immediately, and you will be charged a prorated amount. Downgrades take effect at the end of your current billing period.

5. Acceptable Use

5.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in compliance with all applicable laws, regulations, and third-party rights.

5.2 Prohibited Conduct

You agree not to:

• Violate any applicable law, regulation, or third-party rights
• Use the Services to transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to send spam or unsolicited communications
• Impersonate any person or entity or misrepresent your affiliation
• Use automated means to access the Services without our permission
• Circumvent any access controls or usage limits
• Use the Services to process, store, or transmit illegal content
• Resell or sublicense the Services without our written consent
• Use the Services in any manner that could damage, disable, or impair our systems

5.3 Usage Limits

Your use of the Services is subject to the usage limits of your subscription plan. If you exceed your plan limits, we may charge overage fees, throttle your usage, or require you to upgrade to a higher tier.

6. Customer Data

6.1 Ownership

You retain all ownership rights in the data you submit to the Services ("Customer Data"). We do not claim ownership of your Customer Data.

6.2 License to Customer Data

You grant us a limited, non-exclusive, worldwide license to use, process, and store your Customer Data solely to provide the Services to you. This license includes the right to:

• Process Customer Data to provide the Services
• Create backups and redundant copies for disaster recovery
• Generate aggregated, anonymized insights (that cannot identify you or your users)

6.3 Customer Responsibilities

You are responsible for:

• The accuracy, quality, and legality of your Customer Data
• Obtaining all necessary consents and rights to use Customer Data
• Ensuring your use of Customer Data complies with applicable laws
• Maintaining appropriate backups of your Customer Data

6.4 Data Processing

To the extent we process personal data on your behalf, we will do so in accordance with our Data Processing Agreement, which is incorporated into these Terms by reference.

6.5 Data Deletion

Upon termination of your account, we will delete your Customer Data within 90 days, except as required by law or for legitimate business purposes (e.g., fraud prevention, legal compliance). You may request earlier deletion or export of your data.

7. Intellectual Property

7.1 Our Intellectual Property

The Services, including all software, technology, designs, text, graphics, logos, and other content ("AccessIQ IP"), are owned by AccessIQ or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not include any right to:

• Modify, copy, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble any software
• Remove any proprietary notices or labels
• Use our trademarks without prior written consent

7.2 Feedback

If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

7.3 Third-Party Components

The Services may include third-party software components subject to separate license terms. We will provide information about such components upon request.

8. Confaccessiqlity

8.1 Confaccessiql Information

"Confaccessiql Information" means any non-public information disclosed by one party to the other that is designated as confaccessiql or that reasonably should be understood to be confaccessiql. This includes Customer Data, business plans, pricing, and technical information.

8.2 Obligations

Each party agrees to:

• Protect the other party's Confaccessiql Information using reasonable care
• Use Confaccessiql Information only for purposes of these Terms
• Not disclose Confaccessiql Information to third parties without consent
• Limit access to Confaccessiql Information to those who need to know

8.3 Exceptions

Confaccessiql Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without use of Confaccessiql Information
• Is rightfully received from a third party without restriction

9. Security

We implement industry-standard security measures to protect your Customer Data, including:

• Encryption of data in transit and at rest
• Regular security assessments and penetration testing
• Access controls and authentication mechanisms
• SOC 2 Type II certified infrastructure
• Incident response procedures

You are responsible for maintaining the security of your account credentials and for any activities that occur under your account. You agree to implement appropriate security measures for your use of the Services.

10. Service Level Agreement

For paid subscription plans, we commit to the following service levels:

• Professional Plan: 99.9% monthly uptime
• Enterprise Plan: 99.99% monthly uptime (or as specified in your agreement)

"Uptime" means the Services are accessible and functioning. Scheduled maintenance, force majeure events, and issues caused by factors outside our control are excluded from uptime calculations.

If we fail to meet our uptime commitment, you may be eligible for service credits as described in our Service Level Agreement, available upon request.

11. Term and Termination

11.1 Term

These Terms begin when you first access the Services and continue until terminated. Paid subscriptions continue for the subscription term and automatically renew unless cancelled before the renewal date.

11.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us. For paid plans, termination takes effect at the end of your current billing period. No refunds will be provided for partial periods.

11.3 Termination by Us

We may terminate or suspend your account immediately if:

• You breach these Terms
• You fail to pay fees when due
• We are required to do so by law
• We discontinue the Services
• Your use poses a security risk

11.4 Effect of Termination

Upon termination:

• Your right to access the Services immediately ceases
• You remain liable for all fees incurred before termination
• We will delete your Customer Data within 90 days (unless otherwise required)
• Provisions that should survive termination will remain in effect

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES
• WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACCESSIQ, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $100.

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless AccessIQ and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data
• Any dispute between you and your end users

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at legal@accessiq.app to attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days.

15.2 Arbitration

Any dispute that cannot be resolved informally will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in English, and the seat of arbitration will be San Francisco, California.

15.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

16. Governing Law

These Terms and any disputes arising out of or related to them will be governed by the laws of the State of Delaware, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and AccessIQ regarding the Services and supersede all prior agreements.

17.2 Amendments

We may modify these Terms at any time by posting the revised Terms on our Site. Material changes will be effective 30 days after posting or upon your acceptance. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

17.3 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us.

17.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

17.5 Assignment

You may not assign or transfer these Terms or your rights without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

17.6 Notices

We may provide notices to you via email, through the Services, or by posting on our Site. Notices to us should be sent to legal@accessiq.app.

17.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

17.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly provided.

18. Contact Information

If you have any questions about these Terms, please contact us: