Legal
Incode Free Trial Terms
Last updated: April 21st, 2026
By clicking “Continue to Payment” (or similar “Continue” button), you are electronically accepting the terms of this Master Services Agreement (the “Agreement”) on behalf of the entity you identified below (“Customer”), effective as of the date you click (the “Effective Date”), which will govern Customer's purchase of and access to the Incode Basic Plan as described in the Order Form presented at checkout. This constitutes a legally binding agreement between the Customer you represent and Incode Technologies, Inc. If you do not agree to these terms, do not proceed.
By accepting the Agreement, you agree to the following terms and conditions:
1. DEFINITIONS
"Agreement” means this Master Services Agreement together with the Order Form and the Data Processing Addendum (“DPA”) available at https://www.incode.com/legal/self-serve-dpa, all of which are incorporated herein by reference. In the event of conflict, the DPA prevails on data protection matters; the Order Form prevails on commercial terms.
"Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equity interests.
"Aggregated Anonymous Data” means data derived from Customer’s use of the Services that has been aggregated and anonymized such that it cannot reasonably identify Customer or any End-User.
"Authorized Personnel” means any employee or contractor of Customer or its Affiliates authorized by Customer to access or use the Services on its behalf.
"Claims and Resulting Losses” has the meaning set out in Section 7.1.
"Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood as confidential. All pricing, technical specifications, Response Data, and Documentation are Incode’s Confidential Information.
"Customer Data” means data, including Personal Data, submitted to the Platform by or on behalf of Customer in connection with the Services. Customer Data does not include Aggregated Anonymous Data.
“Data Processing Addendum or DPA” means the data processing addendum included under: https://www.incode.com/legal/self-serve-dpa.
"Documentation” means Incode’s usage guidelines and technical documentation for the Services, available at https://docs.incode.com.
"End-User” means an identified or identifiable natural person whose personal data (including biometric data) is submitted to the Services for identity verification purposes.
"Order Form” means the Incode self-serve checkout page presented to Customer at sign-up which specifies the Services purchased. The Order Form is generated at the time of Acceptance and forms part of this Agreement.
"Platform" means Incode’s cloud-hosted software-as-a-service solution enabling identity verification and fraud prevention workflows, including all APIs, SDKs (iOS, Android, and Web), and the production dashboard.
"Response Data" means any output, result, or score data Incode provides to Customer through the Services, licensed solely for Customer’s internal business purposes.
"Services" means the Incode Basic Subscription Plan services as detailed under the Order Form.
"Software" means any software code provided by Incode to Customer in connection with the Services.
"Subscription Term" means the Term as identified under the applicable Order Form.
"Transaction" means a session where one or more personal data or identity validation processes are run. A transaction is considered consumed and counted towards the applicable Subscription when in a session (“Interview ID”/”Session ID”) at least one personal data or identity validation process is run (i.e. process ID), whether the onboarding was completed or not within such session.
"Usage Data" means data generated from Customer’s use of the Services that Incode collects and analyzes to improve functionality, performance, and security.
2. LICENSES
2.1 Permitted Use. Subject to Customer’s compliance with this Agreement and timely payment of all Fees, Incode grants Customer a non-exclusive, limited, non-sublicensable, non-transferable right during the Subscription Term to remotely access and use the Services solely for Customer’s internal business purposes of identity verification and fraud prevention, in accordance with the Documentation and within the Transaction volume specified in the Order Form. To the extent any Software is provided, Customer will have a nonexclusive, limited, non-sublicensable, non-transferable right during the Subscription Term of the applicable Order Form to use the Software (only in object code form) to help Customer use the Services. The Software will be subject to the same restrictions as the Services hereunder.
2.2 Authorized Personnel. Only Authorized Personnel may access or use the Services on Customer’s behalf. Each Authorized Personnel must keep login credentials confidential. Customer is responsible for all activity under its account and must promptly notify Incode of any unauthorized access.
2.3 Restrictions. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (but the foregoing will not apply to the extent prohibited by applicable law); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third party (other than, indirectly, End-Users as contemplated herein); (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use or access the Services to build an application or product that is competitive with any Incode product or service or for other competitive or benchmarking purposes; (g) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (h) bypass any measures Incode may use to prevent or restrict access to the Services (or other accounts, computer systems, infrastructure services or networks connected to the Services); or (i) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Response Data provided under the Services or (j) disclose Incode’s Services or any technical or performance information about the Services in violation of or in a manner not permitted under this Agreement. For clarity, all of the foregoing restrictions will also apply to any Software. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data onto the Services. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws). Furthermore, Customer acknowledges and agrees that Incode is not a “consumer reporting agency” and neither the Services nor the Response Data constitutes “consumer reports”, as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq., or any similar state statute (“FCRA”). Consequently, Customer is prohibited from using the Services or Response Data, in whole or in part, for the purpose of serving as a factor in establishing a person’s eligibility for credit, insurance, employment, or another purpose for which a consumer report is permitted be used under the FCRA. Incode makes no representation or warranty as to the credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living of any person. Customer agrees not to use any part of the Services or the Response Data in the preparation of a consumer report and/or take any “adverse action” (as that term is defined in the FCRA) against a consumer based in whole or in part on the Services or Response Data. Customer may use, except as otherwise prohibited, restricted or otherwise limited by this Agreement (including the restrictions contained in this Section 2.3), the Services or Response Data for the purposes of (i) verifying individuals’ identities, (ii) preventing or detecting fraud, and (iii) satisfying Customer’s KYC/KYB requirements, and may not use the Services or Response Data for any other purpose. If Customer uses the Services or Response Data to verify the identities of employees or potential employees of any entity, Customer shall provide an alternative method for such individuals to verify their identity in the event their identity is not able to be verified using the Services or Response Data and shall provide notice of such alternative method to such individuals, including instructions on how to use it.
2.4 Customer Data. Customer shall retain all right, title and interest in and to the Customer Data. Customer represents and warrants that it owns all right, title and interest in and to the Customer Data or otherwise has sufficient rights to the Customer Data to permit its use as contemplated hereunder. Incode shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Incode is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to a failure to comply with its security obligations under this Agreement. The parties acknowledge and agree that any data personal and specific to an End-User is owned by such End-User. Customer acknowledges and agrees that Incode may use Customer Data to: (i) improve its products and services and provide the Services to Customer; and (ii) generate Usage Data, including Aggregated Anonymous Data. Incode may perpetually retain and use Usage Data and Aggregated Anonymous Data for Incode’s business purposes (including without limitation, for purposes of preventing fraud, improving, testing, operating, promoting and marketing Incode’s products and services). Customers acknowledge and agrees that it is responsible to keep records of all Customer Data, including any backups, required to comply with its legal obligations.
2.5 End-User Data & Consent. Customer represents and warrants that (a) all of its activities in connection with the processing of End User personal information (including, without limitation, biometrics), including, without limitation, provision of the same to Incode for the purposes hereunder, will comply with all laws, regulations, and third-party rights and (b) it will ensure that it fully complies with the End User consent and notice requirements set out in the DPA or as otherwise agreed to by the parties. Customers acknowledge that user consent is mandatory in all production flows.
2.6 Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Incode with respect to the Services or Software (“Feedback”). Customer shall, and hereby does, grant to Incode an exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to reproduce, modify, develop, distribute, use and otherwise exploit any Feedback for any purpose. Incode acknowledges that Feedback is provided “AS IS”.
2.7 Ownership. Incode retains all right, title, and interest in and to the Services, Platform, Software, Documentation, and all related intellectual property. This Agreement is not a sale. No license to Incode’s trademarks or product names is granted except as expressly set forth herein.
2.8 Attribution. During the Subscription Term, Customer shall include the attribution “Powered by Incode” in any website or application where the Services are incorporated, in a form reasonably acceptable to Incode.
3. INCODE SERVICES
3.1 Support. The Basic Plan includes standard email support. Incode will use commercially reasonable efforts to respond to support requests submitted via email. No guaranteed response times, dedicated success managers, or custom support arrangements apply under this Agreement. No service level agreements or uptime commitments apply to this Agreement. Incode will use commercially reasonable efforts to maintain Platform availability but makes no representations or warranties regarding uptime percentages, error rates, or recovery times. Customers requiring SLAS or dedicated support should contact Incode’s sales team regarding the Enterprise plan.
3.2 Production Access. Upon confirmation of payment, Incode will immediately provision Customer’s production API key and client credentials, enabling instant access to the Services in the production environment. Customer is responsible for all use of its production credentials from the moment of issuance.
3.3 Service Updates. Incode may provide upgrades, patches, or enhancements at no additional charge (“Updates”). Updates become part of the Services. Incode may discontinue support for older SDK versions at any time with reasonable notice. Customer agrees to implement and use the most recent version of the Incode SDK. Incode will not be responsible for service issues arising from use of outdated SDK versions.
4. COMMERCIAL TERMS
4.1 Fees and Order Form. Customer shall pay Incode the fees specified in the Order Form (“Fees”). The Order Form sets out the Transaction volume committed, the per-Transaction unit price and the total amount due. All Fees are in United States dollars (USD), shall be paid in USD and do not include taxes. Customer is responsible for all applicable taxes (sales, use, value-added, withholding, or similar), excluding taxes on Incode’s net U.S. income. Incode Technologies, Inc. (a Delaware corporation) with principal offices at 101 Mission Street, Suite 900, San Francisco, CA 94105 is the invoicing entity. All payments to be made by Customer to Incode hereunder shall be made free and clear of and without deduction for or on account of withholding taxes. In case Customer is required to make such a payment subject to the deduction or withholding of Tax, the sum payable by Customer (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Incode receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.
4.2 Transaction Volume. The Order Form specifies the number of Transaction purchased for the Subscription Term. Unused Transactions expire at the end of the Subscription Term and are not refundable, not transferable, and not carried over to any renewal term. If Customer exhausts its Transaction before the end of the Subscription Term, access to the Services will be suspended until Customer purchases additional Transactions though a new Order Form or the Subscription Term renews.
4.3 Payment Terms. The total amount specified in the Order Form is due as a one-time annual upfront payment. Payment is made by credit card or other means as made available by Incode at the time of Acceptance. All Fees are non-refundable and non-cancellable once Acceptance has been completed. Customer shall pay a late fee on any amount that is not paid when due at a rate of the lesser of 1.5% per month or the maximum amount permitted by law, in addition to any costs of collection incurred by Incode.
4.4 Auto-Renewal and Pricing. This Agreement and Customer’s subscription automatically renew at the end of each Subscription Term for a successive twelve (12) month term at the same Transaction volume, unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date. Upon each renewal, the per-Transaction unit price shall automatically increase by the greater of (a) six percent (6%) or (b) the percentage increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, measured over the twelve (12) month period ending sixty (60) days before the renewal date.
4.6 Non-Cancellable Commitment. All Fee obligations under this Agreement are non-cancellable. In the event of termination for any reason, all Fees for the full remaining Subscription Term become immediately due and payable.
5. TERM; TERMINATION
5.1 Term. This Agreement commences on the Effective Date (Term Start Date as shown in the Order Form) and continues for twelve (12) months (to the Term End Date as shown in the Order Form), unless earlier terminated as set forth herein.
5.2 Auto-Renewal. As set forth in Section 4.5, this Agreement automatically renews for successive twelve (12) month Subscription Terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
5.3 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure within the notice period.
5.4 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings not dismissed within one hundred twenty (120) days.
5.5 No Termination for Convenience. There is no right to terminate this Agreement for convenience.
5.6 Effect of Termination. Upon expiration or termination: (a) all licenses cease immediately; (b) Customer must stop using the Services and delete all Software copies; (c) Incode will make Customer Data available for download for thirty (30) days, after which it will be deleted; (d) all outstanding Fees (if any) become immediately due; (e) any unused Transaction are forfeited without refund. Sections 1, 2.3–2.7, 5.6, and 7–11 survive termination.
6. THIRD-PARTY SERVICES
The Platform may enable integration with third-party services including governmental identity databases, biometric data providers, and payment processors. Incode has no control over third-party services and makes no warranties regarding their availability or accuracy. Customer is solely responsible for its use of third-party services.
7. INDEMNIFICATION
7.1 By Incode. Incode will defend, indemnify, and hold harmless Customer from and against any third-party claims (and all resulting damages, fines, costs, and reasonable attorneys’ fees) (“Claims and Resulting Losses”) to the extent alleging that the Services or Software, as provided by Incode, infringe a third party’s United States patent, copyright, trademark, or trade secret; provided that Customer (a) promptly notifies Incode in writing; (b) grants Incode sole control of defense and settlement; and (c) provides reasonable cooperation at Incode’s expense.
7.2 By Customer. Customer will defend, indemnify, and hold harmless Incode from and against any Claims and Resulting Losses arising from: (a) Customer’s use of the Services in violation of this Agreement or applicable law or (b) Customer’s breach of Section 2.5.
7.3 Exclusions. Incode’s obligations under Section 7.1 do not apply to infringement resulting from Customer’s modification of the Services, combination with third-party products not supplied by Incode, unauthorized use, or free/evaluation use. Section 7 states Customer’s exclusive remedy and Incode’s entire liability for third-party IP infringement claims.
7.4 Procedures. The indemnifying party’s obligations are subject to: prompt written notice of the claim; sole control of defense and settlement; and reasonable cooperation. The indemnifying party may not settle any claim in a manner requiring the indemnified party to admit fault without prior written consent.
8. DISCLAIMER
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INCODE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO UPTIME SLAS, GUARANTEED RESPONSE TIMES, OR DEDICATED SUPPORT COMMITMENTS ARE PROVIDED UNDER THIS AGREEMENT. INCODE MAKES NO WARRANTIES WITH RESPECT TO CUSTOMER’S DECISIONS OR RELIANCE ON ANY RESPONSE DATA. INCODE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
9. LIMITATION OF LIABILITY
EXCEPT FOR: (A) INCODE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.1 AND (B) CUSTOMER’S (I) BREACH OF SECTION 2.3 (RESTRICTIONS), (II) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2 AND (III) ITS PAYMENT OBLIGATIONS UNDER SECTION 4; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA LOSS) EVEN IF FORESEEABLE. INCODE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO INCODE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
10. CONFIDENTIALITY
Each party (“Receiving Party”) agrees to: (a) hold the other party’s (“Disclosing Party’s”) Confidential Information in confidence and not disclose it to third parties except as permitted herein; and (b) use Confidential Information only to perform obligations or exercise rights under this Agreement. The Receiving Party may disclose Confidential Information to employees, agents, or contractors with a legitimate need to know, provided they are bound by obligations no less protective than this Section 10. These obligations do not apply to information that: (i) is publicly available without the Receiving Party’s fault; (ii) was rightfully known prior to receipt; (iii) was rightfully received from a third party without restriction; or (iv) was independently developed without use of the Disclosing Party’s Confidential Information. Disclosure required by law is permitted with advance notice where legally possible. Each party acknowledges breach may cause irreparable harm and equitable relief may be sought without bond. Each Party’s obligations with respect to Confidential Information it receives under this Agreement will survive termination of this Agreement for a period of five (5) years from receipt and will be binding upon such Party’s heirs, successors, and assigns.
11. GENERAL TERMS
11.1 Assignment. Neither party may assign or transfer this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets or voting securities. Any unauthorized assignment is void.
11.2 Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of California and the United States without regard to its conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service. The arbitration shall be conducted in San Francisco, California pursuant to JAMS Streamlined Arbitration Rules and Procedures. Each party may be represented by counsel in any such arbitration. During the course of any arbitration hereunder, each Party will (i) bear its own costs and attorneys’ fees and any expert witness fees, and (ii) share equally the arbitrators’ fees and expenses, provided that the arbitrators shall award to the prevailing party all reasonable attorneys’ fees, expert witness fees, arbitrators’ fees and all other expenses resulting directly or indirectly from such arbitration. Any arbitration under this Agreement shall be confidential, and either party may request that the arbitrators issue appropriate protective orders to safeguard each party’s confidential information. Any award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction. The arbitrators shall have the authority to award temporary, preliminary and permanent injunctive and equitable relief in the arbitration (in addition to any monetary relief); provided, however, that either party may opt at any time to seek equitable relief, including emergency injunctive relief, at any time, from a court of competent jurisdiction, and the other party shall not contest such court as a proper form for seeking such relief.
11.3 Notices. Notices must be sent in writing to the address or email specified at Acceptance (as may be updated by notice). Incode’s legal notices shall be sent to: legalcompliance@incode.com and Marianna.Amper@incode.com; Incode Technologies, Inc., 101 Mission Street, Suite 900, San Francisco, CA 94105.
11.4 Conflicts. Order Forms will be subject to the Agreement and in the event of conflict between an Order Form and this Agreement, the terms and conditions set forth in an Order Form will prevail with respect to the terms and conditions set forth therein.
11.5 Entire Agreement. This Agreement (including the Order Form and DPA) is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. Customer purchase order terms or any other administrative document generated by Customer are expressly rejected and have no legal effect.
11.6 Amendments. Incode may update this Agreement by posting a revised version at the document URL. For existing customers, revisions take effect thirty (30) days after notice. Prior versions remain accessible at their versioned URLs.
11.7 Waivers and Severability. Waivers must be in writing. If any provision is held invalid or unenforceable, it will be limited to the minimum extent necessary and remaining provisions remain in effect.
11.8 Force Majeure. Neither party is liable for delays or failures (except payment obligations) caused by events beyond its reasonable control including acts of war, terrorism, natural disasters, pandemics, or government actions.
11.9 Subcontractors. Incode may engage subcontractors to perform its obligations, provided Incode remains responsible for their compliance with this Agreement.
11.10 Independent Contractors. The parties are independent contractors. Nothing herein creates an agency, partnership, joint venture, or employment relationship.
11.11 Export. Customer acknowledges that the Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not and will not allow any third party to remove or export from the United States or Mexico or allow the export or re-export of any part of the Software or any direct product thereof (a) into (or to a national or resident of) any embargoed or terrorist-supporting country, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
11.12 Anti-Corruption. Both parties will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
11.13 Open Source. The Services may incorporate third-party open source software as listed in the Documentation. To the extent required by an open source license, such license applies to those components on a stand-alone basis.
11.14 Marketing & Publicity. Customers hereby allow Incode to use Customer's name, logo, and trademarks in Incode's marketing materials, customer lists, website, sales presentations and press releases for the purpose of highlighting Customer's use of Incode's services. Additionally, Customer may serve as a reference for Incode with prospective customers in procurement processes and case studies. Customer may request modifications to specific marketing materials or withdraw this authorization by providing 30 days' written notice.
11.15 Government End-Users. Elements of the Software are commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.
Acceptance by Electronic Click
This Agreement is accepted electronically. No handwritten or wet signature is required; the act of clicking constitutes valid electronic acceptance under applicable law. By checking both boxes presented on the Incode checkout page and clicking “Continue to payment,” the individual accepting this Agreement represents that, as of the Effective Date: (a) they have read and understood this Agreement in its entirety; (b) they are duly authorized to bind Customer; and (c) Customer agrees to be bound by all terms herein.