This Developer Sandbox Agreement (the “Agreement”) governs use of and access to ID.me’s Developer Sandbox (the “Sandbox”) for purposes of Developers (as defined below) testing integrations with ID.me products. ID.me and Developer are individually a “Party” and collectively, the “Parties.” By registering for and accessing the Sandbox, the Developer accepts the terms of this Agreement. ID.me may amend this Agreement at any time by posting a revised version to the ID.me website which shall be effective upon publication.
Direct competitors of ID.me are prohibited from accessing the Sandbox and the Sandbox may not be used for the purpose of monitoring performance, functionality, or for any other benchmarking or competitive purposes.
The following capitalized words shall for purposes of this Agreement have the meaning below.
“API” means ID.me’s proprietary application programming interfaces, which are used by Developers to interface with ID.me’s Sandbox.
“App ID" and API Credentials” means ID.me will provide Developer a unique confidential identification code, certificate and App ID to enable use of the Sandbox. ID.me will also provide test user Credentials for testing.
“Confidential Information” means any data or information, oral or written, that relates to ID.me and includes, without limitation, the APIs, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans or data disclosed by ID.me or of which the Developer becomes aware as a result of this Agreement.
“Developer” means the entity or individual accessing the Sandbox.
“Documentation” means all written information provided or made available to Developer by ID.me related to Developer’s Tools. Documentation may be provided on ID.me’s Developer website.
“ID.me Intellectual Property” means the API, API Credentials, SDK, Documentation, Sandbox, ID.me’s Developer website, the ID.me Platform and all other proprietary information provided pursuant to this Agreement.
“Sandbox” means the self-contained, virtual testing environment which Developer accesses through a dedicated account (the “Developer’s Account”) for the purpose of testing ID.me API.
“SDK” means ID.me’s downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.
Subject to this Agreement, ID.me grants to Developer a revocable, non-exclusive, non-transferable license to use and access the Sandbox to test API integration. Developer grants ID.me permission to access, copy and transmit the content of Developer’s Account solely as required to perform under this Agreement.
2.1. Limitations
When using the Sandbox (i) only non-live simulated data may be used for testing and ID.me has no obligation to maintain test data and will delete data on regular intervals without notice; (ii) load testing is not permitted; (iii) uploading or transmission of viruses or malicious code is forbidden; (iv) all use must be in compliance with law; (v) use must be non-infringing of the intellectual property rights of ID.me and others; (vi) no screenshots or other reproductions of any ID.me Intellectual Property may be made; (vii) Developer may not sell, transfer, sublicense, or disclose the App ID or API Credentials to any third party and (viii) Developer will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code. Developer agrees to notify ID.me immediately of any violation of this license and shall be liable for all activities performed with the Developer App ID or API Credentials.
Except for the license expressly granted to Developer in this Agreement, ID.me shall retain all right, title and interest in and to ID.me Intellectual Property, and any derivatives of the foregoing and/or intellectual property associated therewith.
ID.me may terminate this Agreement immediately, with or without notice, for any reason. Developer may terminate this Agreement by providing written notice of termination and ceasing use of the Sandbox. Upon termination access shall be revoked and Developer shall promptly destroy all ID.me Intellectual Property in its possession and attest to such destruction if requested by ID.me.
Developer agrees to hold all Confidential Information obtained during this Agreement in strict confidence and shall not disclose, distribute or disseminate the information or any information derived therefrom in any way to any third party or use it other than for purposes of this Agreement. Developer obligations hereunder shall survive the termination of this Agreement.
5.1 Protection of Confidential Information
Developer acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of ID.me information and that ID.me will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.
THE SANDBOX ACCOUNT IS PROVIDED “AS IS” and “AS AVAILABLE.” ID.ME MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SANDBOX ACCESS PROVIDED HEREUNDER, AND ALL SUCH OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
7.1. ID.me Indemnity
ID.me will defend, indemnify and hold harmless Developer from and against third-party claims, and all losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) to the extent directly arising from any third-party claim that the Sandbox and/or API as licensed pursuant to this Agreement infringes or misappropriates a third party’s patent, trademark, trade secret, copyright, or other intellectual property rights. ID.me’s obligations shall not apply to the extent that such claim is caused by Developer’s (i) breach of this Agreement; (ii) violations of law; (iii) misuse of the license granted herein; or (iv) modifications and/or combination of ID.me’s API with other products, services, processes or materials not authorized by the license granted herein.
7.2. Developer Indemnity
Developer will indemnify, defend, and hold ID.me harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses (including reasonable attorneys’ fees and expenses), resulting from any third-party claim or allegation arising as a result of Developer’s use of the Sandbox in a manner inconsistent with this Agreement, the documentation, or ID.me’s express instructions.
UNDER NO CIRCUMSTANCES SHALL ID.ME BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, ID.ME’S COMPLETE LIABILITY IN ANY CIRCUMSTANCE IS LIMITED TO AN AMOUNT NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000).
9.1 Force Majeure
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control.
9.2 Waiver
ID.me’s failure or delay in exercising, any rights or remedies arising from this Agreement will not be a waiver of the right to future enforcement of such terms.
9.3 No Partnership
No agency, Partnership, joint venture, or employment relationship is created as a result of this Agreement.
9.4 Severability
If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.
9.5 Compliance with Laws
The Parties will comply with all applicable laws, policies, guidelines, regulations, ordinances and rules.
9.6 Notice
All notices shall be by email. If to Developer, Notice shall be to the email on the account activation form and if to ID.me, Notice shall be to [email protected].
9.7 Dispute Resolution
In the event of a conflict, the Parties will work in good faith to resolve the conflict within thirty (30) days. If the Party contacts are unable to resolve the conflict within thirty (30) days, each Party will refer the conflict to the applicable vice president at each Party for resolution. If the vice presidents are unable to resolve the conflict within ten (10) days, the Parties will refer the conflict to binding arbitration.
9.8 Governing Law
This Agreement will be governed by the laws of Virginia without regard to its conflicts of laws principles. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to personal and exclusive jurisdiction and venue of the Virginia state and federal courts located in Alexandria, VA.
9.9 Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent.
This Agreement together with all ID.me’s policies referenced herein, including the Sandbox Account requirements, sets forth the entire understanding and agreement of the Parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the Parties, as to the subject matter of this Agreement.