Udibo Terms of Service
Effective for new agreements and last updated: 30 October 2026
Changes for existing Customers take effect under the notice and agreement requirements in Section 10.
These Terms are an agreement between Udibo LLC, an Ohio limited liability company ("Udibo", "we", "us"), and you or the organization you represent ("Customer", "you"). They cover udibo.com and its public pages (the "Site") and the hosted services we make available to you, including our identity service, its dashboard, APIs and documentation (the "Services").
You accept these Terms when you affirmatively agree to them, including through our account-creation process. If you act for an organization, you must have authority to bind it. The organization is then the Customer. You must be at least 18 and legally able to enter into this agreement to create or administer an account or join Udibo's waitlist.
Our Privacy Policy explains our personal-information practices. It is a notice, not consent to optional analytics or a substitute for any consent the law requires. A separate agreement signed by both parties controls where it conflicts with these Terms. Additional data-processing terms apply only when the parties have entered into them; unpublished drafts are not part of this agreement.
1. Access, accounts and availability
You may use the Services we make available to you within the applicable plan limits and these Terms. Your account may include organizations, tenants and the people you authorize to administer them ("Authorized Users"). You may use the identity service to provide sign-in and account functions to the people using your applications ("End Users"). End Users do not become parties to these Terms merely by signing in to your application.
Keep your account information current and protect credentials, API keys and other secrets. You are responsible for your configurations, your applications and your Authorized Users' use of the Services. This does not make you responsible for a compromise caused by Udibo's breach of its own obligations. Report suspected unauthorized access promptly to security@udibo.com.
Support is available at support@udibo.com on a reasonable-efforts basis. We do not promise a particular response time, uptime, service credit or service-level agreement. Preview and beta features may change or end and should not be your only copy of important data. A waitlist entry, roadmap or preview is not a promise of admission, a release date or a future feature.
We may improve or change the Services. We will give at least 30 days' notice before discontinuing a generally available Service or materially reducing the functionality you have purchased, unless an earlier change is required by law or necessary to address a security or abuse risk. Section 6 explains termination and refunds. We may change or end a clearly identified free preview or beta sooner, with reasonable notice where practicable.
2. Acceptable use
You and your Authorized Users must not:
break applicable law or infringe another person's intellectual-property, privacy or other rights;
access another person's account or data without authorization, steal credentials, distribute malware, or engage in phishing or fraud;
send unlawful or unsolicited bulk messages, or use the Services to harass, exploit or threaten others;
bypass access controls, evade usage limits or abuse protections, or interfere with the availability or security of the Services;
submit data you do not have the rights and permissions to provide;
sell or sublicense access to Udibo's hosted Services as a standalone service without our written agreement; this does not prevent you from using our identity service in your own applications;
remove proprietary notices, or reverse engineer non-open-source parts of the Services except where applicable law permits it despite this restriction; or
use the Services in a safety-critical system where failure could reasonably cause death, serious physical injury or substantial environmental harm.
Report suspected vulnerabilities privately to security@udibo.com. Obtain written permission before testing that could access someone else's data, disrupt a service or affect a third party. These Terms do not grant permission to test another organization's systems or promise immunity from third-party claims.
3. Customer data and privacy
"Customer Content" means the data and materials you, your Authorized Users or your End Users submit to the Services. You retain your rights in that content. Personal information in that content and related identifying service records that we process on your behalf is "Customer Personal Data". You authorize us to process it only to provide, maintain, secure and support the Services, carry out your instructions, and meet applicable legal obligations. This includes disclosures to providers needed for those purposes and to integrations you choose. It does not give us ownership of your content.
You determine the purposes for which your End Users' personal information is processed. You are responsible for an appropriate privacy notice, lawful instructions, necessary permissions and consents, and your responses to End Users' requests. Udibo processes that information on your behalf. We remain responsible for the legal duties that apply to us; these Terms do not transfer those duties to you. We process personal information about your own Udibo account and our business relationship as described in our Privacy Policy.
Required processing agreements. Before submitting personal information whose processing requires a data-processing agreement, service-provider terms or international-transfer safeguards, contact legal@udibo.com and enter into the required arrangements with us. This includes a processor agreement where Article 28 of the EU or UK GDPR applies. A free plan, a preview or acceptance of these Terms does not waive that requirement. Do not submit the affected data until the arrangements are in place.
Do not submit HIPAA-regulated protected health information, full payment-card numbers or security codes, or export-controlled technical data. Payment details belong only in an authorized payment provider's checkout. Do not use the Services for a product directed to children without our prior written agreement. If your general-audience product has child End Users, you must meet its applicable notice and parental-consent obligations; this does not relieve Udibo of its own obligations.
Some organizations' membership data may reveal sensitive information, such as religion, union membership or political views. Collect only what you need, use appropriate access controls, and establish any additional legal basis, processing agreement and safeguards required before submitting it. The Services are not a representation that your particular regulated use complies with law.
Limits on our use. We do not sell Customer Content, use it for targeted advertising, or use identifiable Customer Content to train AI models. Staff using consumer AI tools must use synthetic examples or material with personal information and customer secrets removed. Those tools may assist with deployment and configuration tasks we expressly authorize, using public, non-secret information; they may not access production customer records or receive Customer Personal Data. A Customer-chosen AI integration is different: it receives data only through the access you provide and is governed by your arrangement with that provider.
We use service-usage records to operate, secure, support and meter the Services and to understand their use. Personal information in those records remains subject to applicable privacy duties; calling a record "usage data" does not remove those duties. We may use statistics that no longer identify a person to improve the Services.
We maintain reasonable safeguards appropriate to the information processed. If we become aware of a breach causing accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data in our custody or that of our providers, we will notify the affected Customer without undue delay and provide information reasonably available to us to assist its response. This does not promise notice of every unsuccessful attack or replace any stricter duty imposed by applicable law or an agreed processing agreement.
4. Third parties and open-source software
You may connect services provided by others, such as social sign-in, email providers, applications and webhook endpoints. You control those connections and must have the rights to share the data they receive. Their services and terms are their own. We are responsible for our obligations under these Terms, but do not warrant the availability or conduct of providers you choose.
Udibo's open-source software is governed by the license supplied with it. These Terms do not reduce your rights under that license. Udibo retains its rights in the Services and Site, subject to those licenses and your rights in Customer Content. You may read, link to and quote our documentation with attribution and use code examples under their stated licenses.
If you voluntarily give us product suggestions, you allow us to use them without payment or attribution. This does not license your personal information or Customer Content for unrelated purposes. We will obtain your permission before using your name, logo or trademarks in customer marketing.
5. Fees, renewal and cancellation
You owe fees only for a paid offering you expressly select. A pricing preview or waitlist entry does not authorize a charge, and we will not automatically convert a free account into a paid subscription.
If you purchase a paid plan, the price, billing period, usage charges and limits, applicable taxes, and any automatic renewal will be disclosed before purchase. Your purchase authorizes the charges disclosed there. Any recurring subscription renews on those disclosed terms until cancelled. We will provide cancellation instructions with the purchase; you may also request cancellation at support@udibo.com. Cancellation stops future renewals and normally takes effect at the end of the period already paid for.
We will give at least 30 days' notice of a price increase for an existing paid subscription. It applies no earlier than the next renewal after that notice period; you may cancel before it applies. You remain responsible for properly incurred fees and applicable taxes other than taxes on Udibo's income. Tell us promptly if a charge is wrong. Nothing here shortens a statutory dispute period.
Fees are otherwise non-refundable except where law requires a refund or these Terms provide one. We refund erroneous charges and the prepaid, unused portion of an affected service if we end it for convenience, or you end it because of our uncured material breach or a material change to these Terms you decline before it takes effect. If an undisputed payment remains overdue 30 days after notice, we may suspend the affected paid service under Section 6.
6. Suspension, termination and your data
You may stop using the Services at any time. Contact support@udibo.com to close your account or for help moving your data. Cancelling a subscription, disabling a sign-in and permanently erasing data are different actions; our Privacy Policy explains account-data retention.
We may restrict or suspend access where reasonably necessary to address a breach of these Terms, nonpayment as described above, a security threat, abuse, or a legal requirement. Where practicable and lawful, we give notice and a reasonable opportunity to fix the problem, limit the restriction to what is needed, and restore access when the reason is resolved. Urgent protection or a binding legal requirement may require immediate action. Contact support if you believe we made a mistake.
Either party may terminate for a material breach not cured within 30 days after written notice, or immediately for a breach that cannot be cured. Udibo may end a generally available Service or your account for convenience on at least 30 days' notice, subject to the preview/beta exception in Section 1. We may act sooner where law or an urgent security or abuse risk requires it.
Use the export functions documented for your Service while access is available, and keep appropriate copies of your data. We do not promise that every category of data or credential is available through self-service export. If access ends, contact support promptly to arrange retrieval of data we still hold; we will provide reasonable assistance, subject to security, legal restrictions and any applicable processing agreement. We do not charge a switching or exit fee. Mandatory data-portability, switching, return and deletion rights continue to apply. These Terms do not replace any specific arrangements the law requires for a covered data-processing service. Any required written switching arrangements, including those required by the EU Data Act, must be agreed before the covered Service is activated. Contact legal@udibo.com to arrange them.
On termination your right to use the affected Services ends. Accrued payment obligations, data-use restrictions, confidentiality, liability limits and dispute provisions survive to the extent needed to give them effect. Customer Content and account information are retained and deleted under the applicable processing agreement, our Privacy Policy and applicable law.
7. Confidentiality
Each party will use the other's non-public information received in connection with the Services only for the purposes of this agreement and will protect it with reasonable care. This includes non-public Customer Content and business information reasonably understood to be confidential. Disclosures are limited to people and providers who need the information for those purposes and are subject to appropriate confidentiality duties.
This obligation does not cover information already lawfully known without a confidentiality duty, independently developed, lawfully received from another source without such a duty, or made public without a breach. A party may provide information required by valid, binding legal process, limited to what is required, and will notify the affected party unless law prohibits it. A party may retain information where law requires, subject to continuing confidentiality protections.
8. Disclaimers
TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE EXPRESS OBLIGATIONS IN THESE TERMS OR A SEPARATE SIGNED AGREEMENT, UDIBO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE OR THAT EVERY SECURITY THREAT WILL BE PREVENTED.
Neither party undertakes an obligation under these Terms to defend or indemnify the other against third-party claims. This does not eliminate either party's responsibility for its own breach or any liability that the law does not allow it to exclude.
9. Limits of liability
TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE GREATER OF (A) FEES PAID OR PAYABLE BY CUSTOMER TO UDIBO IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM AND (B) US$100. THE LIMIT IS AGGREGATE, NOT PER CLAIM.
NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES, ARISING OUT OF THESE TERMS OR THE SERVICES, EVEN IF ADVISED THAT THEY COULD OCCUR.
These limits apply regardless of the legal theory, including contract and negligence. They do not limit your obligation to pay properly incurred fees, either party's fraud or willful misconduct, or any liability or remedy that applicable law does not permit to be limited. Nothing waives mandatory consumer or data-protection rights. Subject to those exceptions, the protections for Udibo also cover its personnel and suppliers, collectively within the same cap.
10. Disputes and general terms
Ohio law governs these Terms, excluding its conflict-of-laws rules. Unless mandatory law gives you a different right, disputes belong in the state courts in Cuyahoga County, Ohio, or the federal courts serving that county. Either party may use a small-claims court with jurisdiction or seek urgent relief from a competent court. We encourage contacting legal@udibo.com first to try to resolve a dispute; doing so does not delay a legal deadline. These Terms impose no mandatory arbitration or class-action waiver.
Both parties must comply with applicable export-control and sanctions laws. You must not use the Services where doing so would violate those laws. Neither party is responsible for failures caused by events beyond its reasonable control, provided it takes reasonable steps to reduce their effects. This does not excuse accrued fees, data-protection duties or obligations that law does not permit to be excused.
Legal notices to Udibo go to legal@udibo.com. We may send notices to the contact email associated with your account; keep it current. We may also display notices in the Services. Electronic agreements and records may be used to the extent permitted by law.
We may revise these Terms. For a material change affecting existing Customers, we will give at least 30 days' advance notice by email or a prominent notice in the Services and identify when the change takes effect. A change required by law or urgently needed for security may take effect sooner. Changes do not apply retroactively to an existing dispute. Where law requires new affirmative agreement, we will obtain it. Otherwise continued use after the stated effective date constitutes acceptance; you may end the affected Services before then if you decline the change, with the refund described in Section 5.
Neither party may transfer this agreement without the other's consent, except to a successor in a merger, reorganization or sale of the relevant business, provided the successor assumes these obligations. These Terms and any signed agreement covering the same Services are the whole agreement on that subject. Terms in a purchase order or vendor portal do not apply unless we expressly agree to them in writing. The parties are independent contractors. A delay in enforcement is not a waiver, and an unenforceable provision is limited or removed without invalidating the rest. These Terms confer no rights on third parties except the protections expressly given to Udibo's personnel and suppliers and any rights that law or an agreed processing agreement requires.
Attribution
These Terms adapt and substantially simplify the Common Paper Cloud Service Agreement Standard Terms, version 2.1, available under CC BY 4.0. Udibo changed the scope, data protections, commercial terms, remedies and other provisions. Common Paper does not endorse this adaptation or provide legal advice to Udibo or its Customers.