IDP EasyCapture™ Software License Agreement
IDP Americas, Inc. / IDP EasyCapture
Effective Date: (Date of Signature)
This Software License and Services Agreement (the "Agreement") is entered into by and between IDP Americas, Inc., a Delaware corporation with its principal place of business at 1485 South County Trail, Unit 306 East Greenwich, Rhode Island ("IDP"), and the customer accepting this Agreement ("Customer").
WHEREAS, IDP's EasyCapture™ is a secure, cloud-based photo capture and management solution designed to streamline the process of collecting, validating, and preparing images for ID card issuance ("Solution"). The software enables administrators to create capture links for designated users, who can then take and submit compliant photos using their connected devices. EasyCapture™ incorporates built-in tools for image alignment, background control, and compliance review, while ensuring all images and related demographic data are stored with strict version control, permissions, and encryption. This solution is an integral component of IDP's identity management ecosystem, providing organizations with a reliable and efficient method to capture and process ID card photos securely, and
WHEREAS, Customer desires to become an administrator with access to the Solution for use consistent with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:
1. LICENSE GRANT
Subject to the terms of this Agreement, IDP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the IDP EasyCapture web-based Solution solely via supported web browsers, for internal business purposes and in accordance with this agreement.
Customer may permit its employees or authorized users to access and use the Solution, solely for business purposes provided such use complies with the terms, conditions and restrictions set forth in this Agreement.
2. RESTRICTIONS
2.1 Proprietary Rights. Customer acknowledges that the Solution's software, its structure, organization and source code, and the documentation are the property and constitute valuable trade secrets of IDP. Customer agrees not to: (a) decompile or disassemble the software, separate the software into its component parts, or in any way attempt to reconstruct or discover any source code or algorithms of the software by any means whatsoever; (b) derive or produce derivative works from, trademark, copyright, confidentiality, proprietary or other notices contained in or on the software or supporting documentation; (c) modify or create any derivative works from the software or any part thereof; (d) except as otherwise permitted herein, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the software or any component thereof; (e) otherwise copy or use the software for any purpose or in any manner not expressly permitted in this Agreement; (f) knowingly permit or encourage any third party to do any of the foregoing; (g) use the software for any unlawful purpose or to process unlawful content or (h) bypass or interfere with the security or usage controls of the software. All rights in and to the software and documentation not expressly granted to Customer in this Agreement are reserved by IDP and its suppliers.
2.2 Marks. Nothing grants Customer any right to use any trade names, trademarks, service marks, logos, domain names, trade dress, or other distinctive features of IDP. Customer shall not remove, obscure, or alter any proprietary rights notices, such as copyright or trademark notices, attached to or contained within any of IDP's intellectual property, services or software.
2.3 Ownership. The Solution is provided as a service. Title to and ownership of all intellectual property rights in and to the Solution and software, its components, and content remain exclusively with IDP.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall remain in effect unless and until terminated as provided herein.
3.2 Termination. Customer may terminate this Agreement at any time for any reason, following thirty (30) days' prior written notice to IDP. Either party may terminate this Agreement if the other party fails to cure any breach of this Agreement within thirty (30) days after receiving written notice of the occurrence of such breach (or immediately by IDP in the case of a material breach of a material term within Section 3.4.
3.3 Effects of Termination. Upon termination of this Agreement for any reason, any amounts owed under this Agreement will be immediately due and payable, and all rights and licenses granted under this Agreement will immediately cease to exist. Customer's access to the Software will be revoked, and any stored data will be deleted in accordance with Section 10.3.
3.4 Material Breach. For purposes of this Agreement, a "Material Breach" shall include, without limitation: a) Non-Payment - Customer's failure to pay any fees or charges when due and such failure remains uncured for more than thirty (30) days after written notice. b) Unauthorized Use - Use of the Solution outside the scope of the license granted herein, including but not limited to attempts to reverse engineer, decompile, copy, or otherwise misuse the software. c) Data Security Violations - Any intentional or negligent act that compromises the confidentiality, integrity, or availability of the Solution or Customer Data, including unauthorized disclosure of user credentials or personal information. d) Violation of Law - Use of the Solution in violation of applicable laws, regulations, or industry standards, including data protection and privacy obligations. e) Intellectual Property Infringement - Removal, modification, or misuse of IDP's trademarks, copyright notices, or proprietary materials. f) Misuse or Abuse - Uploading false, harmful, or inappropriate content; introducing malware; or otherwise interfering with the proper operation of the Solution. g) Failure to Cure - Customer's failure to remedy any breach of this Agreement within thirty (30) days of written notice, where such breach materially impairs IDP's rights, the security of the Solution, or the value of the Agreement. Upon the occurrence of a Material Breach, IDP may, at its option, immediately suspend Customer's access to the Solution and/or terminate this Agreement without further obligation or liability. IDP’s termination of this Agreement shall not terminate the rights and remedies of IDP set forth in Section 4.1 to recover unpaid fees from Customer or any other rights and remedies available in any other section of this Agreement for damages or other relief.
4. FEES AND PAYMENT
4.1 License Fees and Payment. Customer shall pay to IDP the license fees for the Software set forth in the schedule below (the "License Fees"). All fees hereunder exclude all applicable sales, use, value-added, property and other taxes, including duties and similar mandatory payments, and Customer will be responsible for payment of all such taxes and any related penalties and interest, arising from the payment of such fees, the delivery or license of the Software, or the provision of any services to Customer. All amounts under this Agreement are in U.S. dollars and payment must be made in such. Customer will make all payments of amounts due under this Agreement to IDP free and clear of, and without reduction for, any withholding taxes. IDP reserves the right to charge interest on any overdue amounts at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid plus reasonable costs incurred in collection (including reasonable attorneys' fees).
4.2 Schedule or License Fees. Customer agrees to pay IDP fees based on the number of images processed through the IDP EasyCapture software for 60-days of storage, according to the following schedule:
| Image Volume |
60-Day Fee Per Image (USD) |
| 1 to 1,000 images |
$1.49 |
| 1,001 to 5,000 images |
$0.745 |
| 5,001 to 7,500 images |
$0.67 |
| 7501 to 10,000 images |
$0.596 |
| 10,001 to 20,000 images |
$0.521 |
| 20,001 or more |
$0.447 |
Payment is due within thirty (30) days of invoice date unless otherwise agreed.
- IDP reserves the right to review and adjust pricing annually with 30 days' written notice to Customer.
- Price are MSRP / Retail and discounts to dealers/resellers of EasyCapture™ may be available.
5. SUPPORT AND MAINTENANCE
5.1 Support. IDP will use commercially reasonable efforts to provide system uptime and support. Support includes regular software updates, pro-active security enhancements, and technical assistance to help Customers maximize the value of their investment. IDP will work closely with ad-ministrators and end-users to address feedback, improve usability, and introduce new features that keep the Solution aligned with the latest industry standards and compliance requirements.
5.2 Maintenance. The Solution may be unavailable for use by Customer (a) for scheduled downtime to permit IDP to conduct maintenance, or to modify, upgrade or update the Solution, and IDP will use reasonable efforts to notify Customer of such scheduled downtime in advance, (b) with-out notice in the event IDP reasonably believes there may be a denial of service attack or other security risk to the Services. Customer (or its users) or IDP's other customers, or (c) without notice in the event IDP determines it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). IDP will not be liable to Customer for Service Suspensions.
5.3 Communications. Customer agrees to receive from IDP, communications via email, telephone and other formats. Customer is deemed to have consented to receive certain communications that are considered an essential part of the maintenance services, including but not limited to communications concerning an error or other technical issue and the availability of updates.
6. DISCLAIMER OF WARRANTIES
THE SOLUTION AND ITS SOFTWARE, DOCUMENTATION AND MAINTENANCE, AS WELL AS ALL SERVICES, ARE PROVIDED "AS IS," AND IDP HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUD-ING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE LIMITED REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY STATED HEREIN, IDP DOES NOT WAR-RANT OR REPRESENT THAT THE SOLUTION, SOFTWARE, DOCUMENTATION OR MAINTENANCE WILL BE FREE FROM BUGS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOLUTION, SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CUSTOMER AC-KNOWLEDGES THAT IDP IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE OR OTHER ITEMS OR ANY SER-VICES PROVIDED BY ANY PERSON OR ENTITY OTHER THAN IDP OR ITS EMPLOYEES, AGENTS OR CONTRACTORS OR FOR NETWORK FAILURE. CUSTOMER FURTHER AC-KNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, IDP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or business interruption, arising from or relating to the use of the Solution. IDP's total liability shall not exceed the amount paid by Customer in the twelve (12) months preceding the claim.
8. INDEMNIFICATION
Customer agrees to indemnify and hold harmless IDP from any claims, losses, liabilities, or expenses (including reasonable attorneys' fees) arising out of Customer's use of the Solution and Software in violation of this Agreement or applicable law.
9. ONLINE PRIVACY AND DATA RETENTION POLICY
9.1 Data Collection and Use. The Solution processes photo images, metadata, and limited end-user input via the web application. Data is used solely to deliver services and support the Software's functionality.
9.2 Privacy Practices. IDP shall maintain commercially reasonable administrative, physical, and technical safeguards to protect user data and adheres to applicable privacy laws. Data will not be sold or shared except as necessary to deliver services or comply with law.
9.3 Secure Data Retention. Captured data is securely stored in encrypted environments and retained only as long as necessary for operational or legal purposes. Upon termination or request, Customer data will be securely deleted within thirty (30) days, unless otherwise required by law or agreed in writing.
9.4 Data Security Disclaimer. IDP employs industry-standard best practices to safeguard personal data and prevent unauthorized access. However, no system is immune from all forms of intrusion. Accordingly, IDP shall not be liable for any unlawful access to user accounts, breaches of security, or any unlawful use, access, or disclosure of personal data by unauthorized third parties, including but not limited to hacking, phishing, or misuse of login credentials by end users. Customer is responsible for maintaining the confidentiality of account credentials and ensuring proper access controls for its users.
9.5 Compliance with Laws. Each party will retain responsibility for compliance with all laws and regulations applicable to their respective businesses. Client shall be solely responsible for its use of the Solution and documentation and shall ensure that Client complies with any data protection laws applicable to data involved in its business including, without limitation, personal data. Client is responsible for determining if the receipt and use of the Maintenance Services and Solution comply with applicable laws, regulations, or industry standards. Client agrees that the Solution and documentation are not designed to achieve or contribute to Client's compliance with these or other laws or regulations of any jurisdiction, including the specified territory. Client shall maintain an information security program including reasonable administrative, technical and physical measures designed to secure and protect the confidentiality of data while in such party's possession against unauthorized, unlawful or accidental access, disclosure, or transfer.
9.6 Notices.
Any required notice will be addressed to the applicable party at the address set forth herein. Notices will be delivered by (i) personal delivery; (ii) courier or first class mail (with all fees or postage prepaid); (iii) an e-mail containing a duly signed PDF document (with receipt confirmed). Notices will be deemed to have been given, as applicable, on the earlier of: (a) the date of receipt; (b) 2 working days after sending by courier; (c) 5 working days after first class posting, and (d) next working day after sending by facsimile or email.
9.7 Force Majeure.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of acts of God, war, unforeseeable governmental action, earthquakes, or other similar cause which is beyond the reasonable control of such party.
9.8 Assignment.
Customer may not assign, transfer or delegate its rights under this Agreement without the express written consent of IDP, and any attempt to do so shall be null and void.
9.9 Waiver and Severability.
The failure of a party to require performance by the other party of any provision hereof shall not affect the right to require performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and the invalid or unenforceable provision shall be changed and interpreted to best accomplish the provision within the limits of the law.
9.10 Governing Law and Jurisdiction.
This Agreement shall be governed in accordance with the laws of the State of Rhode Island, without regard to any conflicts of law principles, as if this Agreement were executed in and fully performed within the State of Rhode Island. Any legal proceeding with regard to the interpretation or enforcement of this Agreement, shall be submitted to the exclusive jurisdiction of the appropriate state and federal courts of the State of Rhode Island. Each party irrevocably waives, to the maximum extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue for any such proceeding brought in such courts and any claims that any proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby waives the right to a trial by jury.
9.11 Entire Agreement.
This Agreement completely and exclusively states the agreement of the parties. In the event of any conflict between the terms of this Agreement and any materials provided to Customer, the terms of this Agreement supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment signed by the parties.