For the previous version of the Terms of Use, please refer to the archive.

This document (the "Agreement" or "Terms of Service") constitutes the Terms of Service for Logto Cloud. Logto Cloud is an authentication and authorization managed service provided by Silverhand Inc., a Delaware corporation located at 2810 North Church Street, Wilmington, Delaware, 19802, United States. The Agreement is between Silverhand Inc. and the customer as set forth in the applicable order form or online subscription process ("Customer", collectively referred to as "the Parties").

For the purpose of this Agreement, "Customer" refers to any entity or individual, including any Tenant, that subscribes to or uses Logto Cloud. Each Tenant, being an independently managed division, department, or organizational unit within a subscribing entity, is considered a separate Customer under this Agreement and is subject to its own Terms of Service conditions.

1. Definitions

1. "Services" (or "Logto Cloud") refers to the authentication and authorization managed service provided by Silverhand Inc. through its website and associated APIs. Services exclude any third-party services or software that may be used in conjunction with Logto Cloud, even if such services are connected or integrated with Logto Cloud. Subject to the terms and conditions of this Agreement, Silverhand Inc. will provide the Services to Customer during the term of this Agreement.
2. "Tenant" refers to a single instance of Logto Cloud that is provisioned for the Customer. Each Tenant is digitally isolated from other Tenants and has its own configuration, data, and users.

2. Conflict Resolution

1. In the event of any conflict between the terms of this Agreement and the terms of any order form, the terms of the order form shall prevail.
2. In the event of any conflict between Tenants under the same Customer account, Silverhand Inc. will initiate a conflict resolution process aimed at addressing and resolving the issues in a fair and equitable manner. This process may involve mediation, review of account activity, and communication with all involved parties. Silverhand Inc. reserves the right to make final decisions on conflict resolution based on the evidence and in accordance with our policies and applicable laws.

3. Fees and Payment

1. Fees: Customer agrees to pay the fees associated with their chosen subscription plan for Logto Cloud. The fees are based on the plan Customer selects and are subject to change at the discretion of Silverhand Inc. If an order form specifies a different fee, the fees specified in the order form will apply.
2. Payment: Customer agrees to provide Silverhand Inc. with valid and updated payment information. Customer authorizes Silverhand Inc. to charge their payment method for the fees associated with the subscription plan. Customer agrees to pay all fees within thirty (30) days from the invoice date. If any fees are not paid when due, Silverhand Inc. may suspend or terminate the Services.
3. Taxes: All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Silverhand Inc.'s net income.

4. Term and Termination

1. Term: This Agreement commences on the date Customer creates a Tenant account and continues until terminated in accordance with this Agreement.
2. Subscription Cancellation: Customer may cancel their paid subscription at any time by following the cancellation process outlined on the Logto Cloud website. Upon cancellation, Customer will not be charged for any subsequent billing cycles, and their access to the paid features of the Tenant will be terminated immediately. Subscription cancellation alone does not result in the termination of this Agreement. Termination occurs only upon deletion of the Tenant or if either party chooses to terminate the Agreement.
3. Termination for Cause: Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Silverhand Inc. may also terminate this Agreement immediately if Customer fails to pay the fees when due. Upon termination, Customer still owes any unpaid fees covering the remainder of the term. If this Agreement is terminated by Customer for cause, Silverhand Inc. will refund any prepaid fees covering the remainder of the term.
4. Effect of Termination: Upon termination of this Agreement, Customer's right to access and use Logto Cloud will immediately cease. Silverhand Inc. may delete Customer's data 30 days following termination. Customer may request a copy of their data before termination when all fees are paid in full. Silverhand Inc. will provide Customer with a reasonable opportunity to retrieve their data before deletion, but Silverhand Inc. is not responsible for any data loss that occurs after termination.
5. Termination Impact: The termination of a Tenant for reasons including, but not limited to, breach of the Terms of Service, non-payment, or illegal activities, will be conducted on an individual basis. Termination of one Tenant does not automatically lead to the termination of other Tenants under the same Customer account. However, Silverhand Inc. reserves the right to review associated Tenants for compliance with the Terms of Service.

5. License and Use of Services

1. License: Subject to the terms and conditions of this Agreement, Silverhand Inc. grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Logto Cloud for the duration of the subscription term. This license is solely for Customer's business purposes and is subject to the restrictions set forth in this Agreement.
2. Authorized Users: Customer may permit its employees, contractors, or agents to access and use Logto Cloud by inviting them to Customer's Tenant. The number of authorized users is limited to the number specified in the subscription plan, and Customer may pay additional fees to add more authorized users. Each authorized user may be used only by one individual and may not be shared with others. Customer is responsible for the actions of its authorized users and ensuring their compliance with this Agreement. Customer agrees to promptly remove any authorized user who violates this Agreement and notify Silverhand Inc. of such violation.
3. Acceptable Use: Customer agrees to use Logto Cloud in compliance with all applicable laws and regulations. Customer is responsible for the content and data uploaded to Logto Cloud and must have the necessary rights and permissions to use and share such content.
4. Restrictions: Customer shall not (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make Logto Cloud available to any third party; (b) reverse engineer or access Logto Cloud in order to build a competitive product or service; (c) use Logto Cloud to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (d) use Logto Cloud to store or transmit malicious code, viruses, or other harmful software; (e) interfere with or disrupt the integrity or performance of Logto Cloud, or harm the service or its users; (f) attempt to gain unauthorized access to Logto Cloud or its related systems or networks; (g) use Logto Cloud to engage in any illegal activities; or (h) use Logto Cloud for any purpose other than its intended use.

6. Confidentiality

1. Definition: "Confidential Information" of a party means all information disclosed by that party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Protection: The Receiving Party agrees to protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party except: (a) the Disclosing Party has given its written consent (if such consent is not prohibited by applicable law); (b) to the Receiving Party's employees, contractors, or agents who need to know the information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein; or (c) as required by law enforcement or regulatory authorities.
3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to the Disclosing Party's disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

7. Data Practices

1. Definitions: "Customer Data" means any data, information, or material provided or submitted by Customer or its authorized users to Logto Cloud in the course of using the service. Customer Data may include, but is not limited to, any information relating to an identified or identifiable natural person ("Personal Identifiable Information" or "PII"), such as name, email address, phone number, or IP address. Customer Data does not include metrics and diagnostic data generated by Logto Cloud, such as usage statistics or error logs ("Usage Data").
2. Data Ownership: Customer retains all rights, title, and interest in and to Customer Data. Silverhand Inc. does not claim ownership of Customer Data and will not use Customer Data for any purpose other than providing the Services to Customer.
3. Data Processing: Silverhand Inc. may process Customer Data to provide or the Services and to comply with legal obligations. For example, Silverhand Inc. may process Customer Data to authenticate users, authorize access to resources, and generate usage non-PII data for analytics purposes. Silverhand Inc. may also process Customer Data in an anonymized or aggregated form for research, employee training, or machine learning purposes to support the improvement of the Services.
4. Improvements: Silverhand Inc. may engage third-party service providers to collect and analyze Usage Data to locate and fix bugs, improve performance, or inform sales and marketing strategies. Silverhand Inc. shall anonymize or aggregate Usage Data to ensure that it does not constitute Customer Data under applicable data protection laws. Silverhand Inc. will not share Customer Data with third parties for marketing or advertising purposes without Customer's consent.
5. Third-Party Service Connections: Customer may choose to connect third-party services to Logto Cloud to enhance the functionality of the Service (for example, connecting a third-party identity provider for single sign-on). When such connections are made, Customer acknowledges that the third-party service may have access to Customer Data. Customer is responsible for reviewing and accepting the terms and conditions of any third-party service before connecting it to Logto Cloud. By connecting a third-party service, Customer consents Silverhand Inc. to access and process any data shared by the third-party service in accordance with this Agreement.
6. Third-Party Service Providers: Customer agrees that Silverhand Inc. may engage third-party service providers to assist in providing the Services. Silverhand Inc. will only provide Customer Data to third-party service providers to the extent necessary to perform, improve, or secure the Services. Any third-party service providers engaged by Silverhand Inc. will be bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
7. Data Security: (a) Silverhand Inc. will not sell, rent, or share Customer Data with third parties, except as required by law or to comply with legal process; (b) Silverhand Inc. will take reasonable measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction as described in the Data Protection and Privacy section.

8. Data Protection and Privacy

1. Privacy Policy: Silverhand Inc. is committed to protecting the privacy and security of Customer Data. Silverhand Inc. will process Customer Data in accordance with its Privacy Policy and applicable data protection laws.
2. Customer as Data Controller: Customer is the data controller of Customer Data and is responsible for complying with all applicable data protection laws, including obtaining any necessary consents from data subjects and providing any required notices to data subjects. Silverhand Inc. will process Customer Data on behalf of Customer as a data processor.
3. Data Hosting: Customer Data is stored on secure servers located in data centers within the West Europe region, or other regions as specified in the subscription plan. Silverhand Inc. may transfer Customer Data to a country outside of the European Economic Area (EEA) if necessary, for example, to a jurisdiction where its service providers are located. When Silverhand Inc. transfers Customer Data outside of the EEA, it will ensure that an appropriate level of protection is in place to protect the data.
4. Sub-Processors: Customer consents to Silverhand Inc. engaging sub-processors to process Customer Data on its behalf to provide the Services, as described in this Agreement. Silverhand Inc. will be responsible for the acts and omissions of its sub-processors to the same extent as if they were its own. The current list of sub-processors is available in the Privacy Policy.

9. Intellectual Property

Logto, Logto Cloud, Silverhand Inc., and any associated logos are trademarks owned by Silverhand Inc. Each party retains all rights, title, and interest in and to its intellectual property. Customer grants Silverhand Inc. a fully paid-up, royalty-free, non-exclusive, worldwide license to use, modify, communicate, and commercially exploit any feedback, suggestions, or ideas Silverhand Inc. receives from Customer, Customer's authorized users, or any third party acting on Customer's behalf. Silverhand Inc. reserves the right to seek intellectual property protection for any service improvements, features, or innovations that result from such feedback.

10. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SILVERHAND INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SILVERHAND INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM SILVERHAND INC. OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE PARTIES ADDITIONALLY AGREE THAT SILVERHAND INC. WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

11. Indemnification

Customer agrees to indemnify and hold harmless Silverhand Inc. from and against any claims, damages, liabilities, and expenses arising out of or related to Customer's use of Logto Cloud or any violation of these Terms of Service.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Silverhand Inc.), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCLUDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE GREATER OF $100 USD OR THE AMOUNT PAID BY CUSTOMER TO Silverhand Inc. FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Silverhand Inc. WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Silverhand Inc. HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

13. Changes to the Services

Silverhand Inc. may make updates, enhancements, or changes to the service from time to time. These changes are aimed at enhancing the functionality, security, and overall performance of Logto Cloud. Silverhand Inc. will make its best effort to provide advance notice to Customer via email or other communication channels for any significant update or change that may materially impact Customer's usage of Logto Cloud.

14. Miscellaneous

14.1. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond their reasonable control, including but not limited to acts of nature (such as earthquakes, hurricanes, floods, wildfires, etc.), wars, acts of terrorism, civil unrest, strikes, labor disputes, government actions or restrictions, epidemics, pandemics, or other similar events.

In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing and shall use commercially reasonable efforts to mitigate the impact of the event on their obligations under this Agreement. The time for performance of the affected party's obligations shall be extended for a period equal to the duration of the Force Majeure Event. However, if the Force Majeure Event persists for a continuous period of 30 days, either party may choose to terminate this Agreement by providing written notice to the other party.

14.2. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any principles of conflicts of law.

14.3. Entire Agreement

This Agreement constitutes the entire agreement between Customer and Silverhand Inc. with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

14.4. Amendments

Silverhand Inc. reserves the right to amend this Agreement at any time, in which case the updated terms will prevail. Silverhand Inc. will notify Customer not less than seven (7) days before the effective date of the updated terms, by the methods defined in the Notices section. Customer's continued use of Logto Cloud after the effective date of the updated terms constitutes acceptance of the updated terms.

14.5. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Silverhand Inc. shall be sent to [email protected]. Notices to Customer shall be sent to the email address associated with one of the authorized administrators of the Tenant, unless Customer has provided a different email address for notices.

14.6. Marketing

Customer agrees that Silverhand Inc. may use Customer's name and logo identify Customer as a customer of Silverhand Inc. in Silverhand Inc.'s marketing materials, website, and other promotional activities in accordance with Customer's trademark usage guidelines, if Customer provides such guidelines to Silverhand Inc. Silverhand Inc. will not disclose any other Customer Confidential Information in its marketing materials without Customer's prior written consent.

14.7. Assignment

Customer may not assign this Agreement or any of Customer's rights or obligations hereunder without the prior written consent of Silverhand Inc. Any attempted assignment in violation of this provision shall be null and void.

14.8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

14.9. Waiver

The failure of Silverhand Inc. to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.