Ory Network Terms and Conditions

These Ory Network Terms and Conditions (these “Terms”) apply to anyone accessing or using Ory Network or other Products and Material (as such terms are defined below) (“You”) provided by Ory Corp and its affiliates (“Ory,” “We,” “Our,” “Us”) (You and Ory are each a “Party” and collectively, the “Parties”). To assist You with understanding these Terms, We have included a glossary of some defined terms at the end of these Terms Section 30 (Definitions) while other terms are defined in context.

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU ACCESS OR USE ORY NETWORK OR OTHER PRODUCTS OR MATERIAL. BY ACCESSING OR USING ORY NETWORK OR OTHER PRODUCTS OR MATERIAL, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE LEGALLY BOUND BY THESE TERMS, THEN PLEASE DO NOT ACCESS OR USE ORY NETWORK OR RELATED PRODUCTS AND MATERIAL.

1. Your Agreement. These Terms govern Your use of the Ory Network and the other Products and Material. By accessing or using any Products or Material, You acknowledge that You have read these Terms and agree to be legally bound by them. We may also confirm Your agreement to be bound by these Terms by asking You to click an “I accept” or similar button or acknowledgment when You access certain portions of the Products or Material, including when You first select Your Subscription Plan. If You are agreeing to these Terms on behalf of a company, an organization, or other legal entity (“Your Organization”), then (i) You represent and warrant that You have authority to act on behalf of, and to bind, Your Organization, and (ii) for all purposes in these Terms, the term “You” means Your Organization on whose behalf You are acting.

2. Products and Material.

   2.1 Ory Open Source Software and the Ory Network. Ory makes the Core Applications available in source code form at https://github.com/ory, and licenses this source code under the Apache 2.0 License. The In addition to the Core Applications, the Ory Network contains additional code needed for purposes of offering the Core Applications in a Software-as-a-Service model and for other associated purposes (collectively, the “Network Components”). Ory does not make the Network Components available in source code form. If You modify the Core Applications, they will not function with the Network Components.

   2.2 Features and Functionality of Ory Network; Products and Material. During the Term, Ory will provide You with the features and functionality of the Ory Network described in the Subscription Plan that You elected. During the Term, Ory will also provide You with any other Products and Material described in the Subscription Plan that You elected.

3. Rights in Products and Material.

   3.1 Ory’s Grant of Rights to You. Ory hereby grants to You, under Ory’s

   Intellectual Property Rights and during the Term, a non-exclusive, non-sublicenseable, non-transferable license to access and use the Products and Material for their intended purposes in accordance with their applicable Documentation and Your Subscription Plan.

   3.2 Ownership of Products and Material. As between the Parties, the Products and the Material (and Intellectual Property Rights embodied in such Products and Material) are the sole property of Ory and, except for the limited rights granted in this Section 3 (Rights in Products and Material), You has no rights in or to the Products or the Material.

4. Your Data.

   4.1 Responsibility for Your Data. Apart from Ory's specific obligations with respect to the service set forth in these Terms, You are solely responsible for Your Data and this includes the responsibility to accurately upload and otherwise provide such Your Data to Ory.

   4.2 Limited Permission to Ory. You hereby grant to Ory, during the Term, a non-exclusive, non-sublicensable, non-transferable, limited permission and license to modify, reproduce, and use Your Data, solely for purposes of Ory’s performance of its obligations under these Terms and as otherwise contemplated herein.

   4.3 Ownership of Your Data. As between the Parties, You are the sole owner of Your Data.

   4.4 Retention of Your Data. You are responsible for retaining copies of Your Data and, unless otherwise provided in Your Subscription Plan, Ory has no obligation to backup Your Data.

   4.5 Security. Ory shall use commercially reasonable efforts to safeguard the security of Your Data resident on the Ory Network, and shall employ for this purpose information security controls consistent with accepted practice in the industry and applicable law.

5. No Implied Rights. No rights shall be implied under these Terms, based on any course of conduct, or on any construction or interpretation thereof. All rights and licenses not expressly granted in these Terms are reserved.

6. Restrictions. You are responsible for managing access to and use of Your account, and will be liable for any misuse of Your account. You shall not, and shall not permit others to, modify, reuse, disassemble, decompile, or reverse engineer any Products or Materials other than those made available under an open source software license.

7. Your Systems. You shall comply with Ory’s system requirements or, if no specific requirements are specified, with system requirements that an engineer of reasonable skill would infer from the Product architecture, and You are responsible for obtaining the IT infrastructure and resources needed to access and use the Products in accordance with such requirements (“Your System”).

8. Helpdesk Support. If set out in Your Subscription Plan, then Ory will provide reasonable helpdesk support during Business Hours to You via the Ory Network (the “Support Services”) in accordance with this Section. If You could reasonably have resolved Your support request by reference to available Documentation, Ory shall be entitled to fulfill the support request by simply referring You to the Documentation or, upon prior notice to You, charging You for such support request.

   8.1 Reporting; Acknowledgement. You shall report Errors in the manner specified on the Ory Network. Ory shall use a "trouble ticket" solution to track reported Errors and other requests for support and maintenance (each a “Service Request”). Ory shall use commercially reasonable efforts to acknowledge and resolve Service Requests in a timely manner, commensurate with the severity of the reported Error.

   8.2 Limitations. Ory shall not be obligated to provide support and maintenance for Errors (i) that are attributable to third party products, or the installation, administration, and use of enabling technologies such as databases, computer networks, and communications systems that are not provided or approved by Ory, or (ii) that cannot be reproduced by Ory after commercially reasonable efforts to do so.

9. Availability. Ory shall use commercially reasonable efforts to make the Ory Network available to You without material interruption, subject to reasonable downtime for maintenance and error corrections.

10. Acceptable Use Policy. You shall not: (i) use the Products or Material for purposes that are unlawful, offensive, infringing the privacy of others, or otherwise prohibited by these Terms; (ii) Use the Products or Material in a manner designed to disable, overburden, or impair the Products or Material or interfere with another party’s use and enjoyment of the Products or Material (or their components); (iii) seek to obtain access to any portion of the Products or Material (or their components, related materials, accounts, or information) through hacking, data harvesting, data mining, or through other means Ory has not intentionally made available to You; or (iv) infringe Ory’s or any third-party’s Intellectual Property rights, or other proprietary rights or rights of publicity or privacy.

11. Payment Terms; Past Due Amounts. Unless otherwise set out in Your Subscription Plan, Ory will invoice You on a monthly basis in arrears. If payment is not made within thirty (30) days of Your receipt of the applicable invoice, You will be in default of payment. Ory may charge interest on all past due amounts at the lesser of (i) 1.0% per month, or (ii) the greatest amount allowed by law in the applicable jurisdiction. Unless otherwise set out in Your Subscription Plan, invoicing and payment processes shall take place via the Ory Network.

12. Taxes. All payments required by these Terms are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, value added taxes, sales taxes, use taxes, and withholding taxes), and You agree to bear and be responsible for the payment of all such taxes and charges, excluding taxes imposed on or measured by Ory’s net income. To the extent that value added taxes, sales taxes, use taxes, and comparable taxes can be recovered by You as input taxes under applicable law, Ory shall provide You with a respective invoice or other required documentation as set out in the applicable legislation. The Parties furthermore agree to comply with any formal requirements for purposes of obtaining the benefit of any double taxation convention or treaty that may exist from time to time between the Parties' jurisdictions. To the extent that withholding tax is required by law, You shall pay to Ory the Fees due under these Terms minus any withholding tax, and shall timely provide Ory with certificates or other evidence of such withholding.

13. Confidentiality. Confidential Information under these Terms shall consist of all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether oral or in writing (including electronic transmission): (i) that is designated as “Confidential” or “Proprietary” by the Disclosing Party at the time of disclosure or within a reasonable period thereafter, or that by the nature of the circumstances surrounding disclosure, or the information itself, should in good faith be treated as confidential; and (ii) that concerns the technology, customers, finances, methods, research, processes, or procedures of the Disclosing Party (collectively, “Confidential Information”).

    13.1 Non-Disclosure; Standard. The Receiving Party shall retain the Disclosing Party’s Confidential Information in confidence and shall not use such Confidential Information except for purposes permitted under these Terms. The Disclosing Party shall be entitled to disclose Confidential Information on a need-to-know basis to its employees, agents, and contractors, provided that the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in these Terms. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses in safeguarding its own Confidential Information, but shall not use less than reasonable care and diligence.

    13.2 Exceptions. The Receiving Party’s obligations with respect to the Disclosing Party’s Confidential Information shall not apply to Confidential Information that the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or (iii) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

    13.3 Compelled Disclosure. Nothing herein shall prevent a Receiving Party from disclosing Confidential Information as necessary pursuant to a court order or other lawful requirement of a governmental agency, or when disclosure is required by operation of law (including disclosures pursuant to applicable securities laws and regulations); provided, however, that prior to any such disclosure, the Receiving Party shall use reasonable efforts to (a) notify the Disclosing Party in writing of such requirement to disclose and (b) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in protecting against or minimizing such disclosure, or in obtaining a protective order.

14. Feedback. The term “Feedback” means suggestions, ideas, feature requests, and recommendations made by You relating to the Products or other elements of Ory’s business. If You choose to provide Feedback to Ory, then You hereby transfers to Ory Your rights in Feedback (including associated Intellectual Property Rights).

15. Privacy and Data Processing Agreement. Your use of the Products may result Ory’s processing, on behalf of You, Personal Data included in Your Data (“Your Personal Data”). These processing activities will be subject to the Data Processing Agreement available here: (“Data Processing Agreement") incorporated into these Terms for all purposes by reference. In case of a conflict between the Data Processing Agreement and other provisions of these Terms, the Data Processing Agreement shall control.

16. Representations and Warranties. Unless provided otherwise in applicable Additional Terms, the Parties represent and warrant as follows:

    16.1 You Representations and Warranties. You represent and warrant to Ory: (i) that You have secured all rights in Your Data necessary to permit Ory’s access, use, and processing of Your Data as contemplated in these Terms; (ii) that You will not upload or release viruses or malicious code to the Ory Network or via the Products or Material; and (iii) that You will comply with applicable law.

    16.2 Ory Representations and Warranties. Ory represents and warrants to You: (i) that services included in the Products will be performed in accordance with accepted industry practice and by qualified individuals; (ii) that the Ory Network and the Products will substantially conform to accepted industry practice; (iii) that software components of the Products will be scanned using commercially available virus scanning and removal software in accordance with accepted industry practice; and (iv) that it will comply with applicable law.

    16.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN SECTION 16.2 (Ory Representations and Warranties), THE PRODUCTS, MATERIAL, AND ALL ORY PERFORMANCE OBLIGATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND ORY HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

17. Indemnification. You shall defend, indemnify, and hold Ory and its affiliates and their respective officers, directors, employees, and agents harmless from and against any third party claim, action, suit, or proceeding resulting from Your use of the Products or Material in a manner not authorized by these Terms. Ory shall notify You of any such claim and provide reasonable cooperation and assistance in connection with the claim, at Your expense. You will not enter into a settlement that adversely affects Ory’s rights or interest without Ory’s prior approval, not to be unreasonably withheld.

18. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS; LOSS OF DATA; OR LOSS OR INTERRUPTION OF USE; EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF CONFIDENTIALITY OBLIGATIONS OR PRIVACY LAW, NEITHER PARTY'S LIABILITY FOR DAMAGES WILL EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO TWELVE (12) MONTHS AGGREGATED MONTHLY FEES.

19. Term. These Terms shall commence as of the Effective Date and shall continue until terminated in accordance with Section 22 (Termination) (the “Term").

20. No Cost Subscription Plans.

    20.1 No Cost Products; Limitations on Use. We may, in Our sole discretion, provide You with certain Products and Material at no cost (collectively, “No Cost Products”) pursuant to a Subscription Plan that expressly states it is at no cost. You represent and warrant to Us that (i) You shall not use live data (and shall only use “dummy” data) in connection with the No Cost Products, and (ii) You shall not put the No Cost Products into production use. As described in Section 21 (Monitoring Use), We shall have the right to monitor Your use of the No Cost Products. If We determine, in Our sole discretion, that Your use of the No Cost Products violated this Section 20.1 (No Cost Products; Limitations on Use), then We shall be entitled, without prejudice to Our other rights and remedies under this Agreement or under law or at equity, to charge You Fees for such use of the No Cost Products or to require You to purchase a Subscription Plan applicable to such use of the No Cost Products.

    20.2 Impact on Other Terms. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS (INCLUDING (i) SECTION 8 (Helpdesk Support); (ii) SECTION 9 (Availability); (iii) SECTION 16.2 (Ory Representation and Warranties); AND (iv) SECTION 18 (Limitation of Liability)): (a) THE NO COST PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND; (b) ORY SHALL NOT PROVIDE SUPPORT SERVICES FOR THE NO COST PRODUCTS; (c) UNDER NO CIRCUMSTANCE WILL ORY AND ITS LICENSORS AND THEIR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF, OR ARE RELATED TO, YOUR USE OF THE NO COST PRODUCTS; and (d) IN NO EVENT SHALL ORY’S AND ITS LICENSORS’ AND THEIR SERVICE PROVIDERS’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE NO COST PRODUCTS EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING SHALL HAVE NO IMPACT ON ANY OF YOUR OBLIGATIONS TO US UNDER THESE TERMS.

    20.3 Length of Access. Your access to the No Cost Products shall terminate at the earlier of the following: (i) the conclusion of the period set out in the Subscription Plan; (ii) the date that You subscribe to a Subscription Plan that is not free; or (iii) We terminate Your access at Our discretion. We reserve the right to terminate Your access to No Cost Products at any time without prior notice.

21. Monitoring Use. You agree that We have the right and discretion to monitor any activity and content associated with the Products and Material. We may investigate any reported violation of these Terms or complaints relating to the Products or Material and may take any action that We believe is appropriate including, but not limited to, removing Materials from the Products or Material and/or terminating or suspending Your access to the Products or Material.

22. Termination. Either Party may terminate these Terms for any reason (or no reason) by providing the other Party thirty (30) days’ written notice of its intent to terminate and the effective date of such termination; provided, however, that Ory shall be entitled to suspend or terminate Your account immediately and without notice if Ory determines, in its sole judgment, that You are in breach of Section 10 (Acceptable Use Policy). The expiration or termination of these Terms shall not affect any obligation that accrued prior to such expiration or termination, including the payment of any Fees.

    22.1 Effect of Termination or Expiration. Immediately upon termination or expiration of these Terms: (i) Ory shall cease providing the Products; (ii) all of Your licenses under these Terms shall end; and (iii) each Party shall return or permanently destroy all tangible Confidential Information of the other Party and certify the same in writing upon request from Ory (provided Ory may retain a copy of Your Confidential Information to the extent required for legal compliance and copies to the extent the same resides on backup servers).

    22.2 Early Termination. If You terminate these Terms before expiration of the payment period in the Subscription Plan that You elected, You will not be entitled to any refund for any prepaid Fees and shall be obligated to pay Ory for all remaining for Fees for the Subscription Plan that You elected immediately on the termination date.

    22.3 Survival. In addition to any portions of these Terms intended by their nature to survive, the following Sections of this Terms shall survive any termination or expiration of these Terms: (i) Section 3.2 (Ownership of Products and Material); (ii) Section 4.3 (Ownership of Your Data); (iii) Section 13 (Confidentiality); (iv) Section 14 (Feedback); (v) Section 17 (Indemnification); (vi) Section 18 (Limitation of Liability); (vii) Section 20 (No Cost Subscription Plans); (viii) Section 26 (Statistical Data); and (ix) Section 28 (General).

23. Notices. All notices under these Terms shall be in writing and in English. Notices to You shall be delivered to the address You provided when You selected your Subscription Plan. Notices to Ory shall be delivered electronically to [email protected] or the following address: Ory Corp, 132-A Veterans Lane, Suite 128, Doylestown, PA 18901-3424, USA. Notices will be deemed to have been duly given (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by facsimile or electronic mail; (iii) the day after being sent, if sent for next day delivery by recognized overnight delivery service; or (iv) upon receipt, if sent by certified or registered mail, return receipt requested.

24. Additional Terms; Amendment. Certain components of the Products and Materials may be subject to terms and conditions that are different or in addition to these Terms (such as terms and conditions from third parties) (collectively, “Additional Terms”), which may be made available to You when You are accessing or using such components of the Products or Materials. We will notify You if those components of the Products or Materials are subject to Additional Terms, and You will have the opportunity to decline to participate in those components of the Products or Materials if You do not agree with the Additional Terms. These Terms expressly include any Additional Terms. We may modify these Terms (including any Additional Terms) from time to time at Our discretion. If We modify these Terms, then such modifications shall take effect proactively, upon Your subsequent access to or use of the Products or Material. You may print out a copy of these Terms for Your records.

25. No Waiver. No failure or delay in exercising any right under these Terms will operative as a waiver of such right, or preclude any further exercise.

26. Statistical Data. Ory shall be entitled to collect, compile, analyze, and otherwise use and exploit (i) statistical data related to the use of the Ory Network, Products, and Materials; (ii) metadata that Ory collects in connection with Your use of the Ory Network, including usage data collected for the purpose of billing, maintaining the security of the Ory Network, or optimizing the Ory Network; and (iii) other data that qualifies as De-Identified Data (collectively, the “Statistical Data”). No compensation shall be paid by Ory with respect to its use of the Statistical Data.

27. Subcontracting; Assignment. We shall be entitled to use subcontractors in the performance of Our obligations under these Terms; provided, however that if We engages subcontractors, then We shall remain liable for all obligations under these Terms as though no such subcontracting had occurred. These Terms shall not be assignable by You, either in whole or in part. We reserve the right to assign the rights and obligations under these Terms for any reason and in Our sole discretion.

28. Governing Law; Jurisdiction. These Terms, and all claims, disputes, or controversies arising out of these Terms, shall be governed in all respects by the laws of New York, USA, without giving effect to its conflicts of law provisions. The exclusive venue and jurisdiction for any action or proceeding arising out of these Terms shall be the state and federal courts located in New York City, New York, USA. The Parties accept the personal jurisdiction of such courts. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.

29. Order of Precedence. If there is a conflict between these Terms and the Subscription Plan, then the Subscription Plan shall take precedence over these Terms.

30. Definitions.

    30.1 “Business Hours” means Monday through Friday from 9:00 AM to 6:00 PM, Eastern Standard Time, with the exception of holidays recognized in such time zone.

    30.2 “Network Components” has the meaning set out in Section 2.1 (Ory Open Source Software and the Ory Network).

    30.3 “Confidential Information” is defined in Section 13 (Confidentiality).

    30.4 “Core Applications” means Kratos, Hydra, Keto, and Oathkeeper. If You select, on the Order Form, fewer than all of the Core Applications, then the Parties’ rights and obligations shall apply only to the Core Applications that You have selected.

    30.5 “De-Identified Data” means information from which Personal Data has been deleted, masked, or suppressed, and information that has been anonymized, all in manner such that the information (i) does not identify a particular natural person; (ii) does not identify, by network Internet Protocol address or other identifier a particular device or computer associated with or used by a person; and (iii) is not reasonably linkable to a particular natural person due to technical, legal, or other controls.

    30.6 “Documentation” means instructions, user manuals, guidance, FAQs, and other information concerning the Core Applications and the Products, which Ory in its discretion may make available to customers.

    30.7 “Effective Date” means the date that You agree to be legally bound these Terms pursuant to Section 1 (Your Agreement).

    30.8 “Error” means the failure of a Product in a form unmodified by You to materially conform to Documentation or to materially conform with accepted industry practice, if no Documentation applies to such Product.

    30.9 “Fees” means the fees and charges specified on the Subscription Plan.

    30.10 “Term” is defined in Section 19 (Term).

    30.11 “Intellectual Property” or “Intellectual Property Rights” means rights under patent law, copyright law, trademark law, data and database protection law, trade secret law, and law applicable to Confidential Information, and any and all similar proprietary rights. “Intellectual Property Rights” means those rights as they exist as of the Effective Date, and all such rights subsequently acquired during the Term.

    30.12 “Material” means Documentation, analyses, software code, test scripts, Confidential Information, and other data and information that Ory provides to You in the course of Ory’s performance under these Terms, as such may be modified over the Term.

    30.13 “Ory Network” means the Software-as-a-Service platform that Ory has designed to provide identity and access management, and consists of the Core Applications, the Network Components, and associated infrastructure. The term “Ory Network” includes updates and upgrades to the Ory Network, including updates and upgrades to the Core Applications and/or Network Components.

    30.14 “Personal Data” means information (i) that relates an identified or identifiable natural person, (ii) that may be linked or linkable to such natural person or their household; or (iii) that is defined as personal information, personally identifiable information, or personal data (or similar) under applicable law.

    30.15 “Product” means the products and services specified in the Subscription Plan, as such may be modified over the Term. The term Product includes Ory Network.

    30.16 “Service Request” is defined in Section 8.1 (Reporting; Acknowledgement).

    30.17 “Statistical Data” is defined in Section 26 (Statistical Data).

    30.18 “Subscription Plan” means the plan You selected for access to the Products or Material, as such plans are described on the Website.

    30.19 “Term” is defined in Section 19 (Term).

    30.20 “Website” means the Ory website located at www.ory.sh.

    30.21 “Your Data” means data, information, and content that the Company (i) uploads to, or makes available to Ory by means of, the Ory Network, or (ii) otherwise provides to Ory.

    30.22 “Your System” is defined in Section 7 (Your Systems).