Version 1.0 2026-01
IDlayr SDK Licence Terms
These IDlayr SDK Licence Terms (“Licence”) govern your (“you,”, “your”, or “Licensee”) use of the software development kit (“SDK”). By downloading, installing, accessing, or deploying the SDK or any portion thereof, or using or using any part of the SDK or related services:
- you have read and understood the Licence that applies to the relevant SDK version;
- you represent and warrant that you are legally authorised to enter into this Licence on behalf of the Customer (as defined in the Agreement) and fully bind the Customer to its terms;
- you accept the terms of this Licence with 4Auth Limited dba IDlayr for Licensee and on behalf of the Customer;
- you acknowledge and agree that this Licence may be amended by IDlayr in its sole discretion at any point and your continued use (as described above) will signify Licensee and Customer’s agreement to those amendments.
If you do not agree to all terms of this Licence, or lack the necessary authority, you are prohibited from downloading, installing, accessing, deploying, or using any part of the SDK or related services and must immediately cease all access to and use of the SDK and delete all copies.
IDlayr may licence each version of the SDK, whether currently existing or developed in the future, on the terms of this Licence (in its original form or amended) or entirely different terms.
1. Definitions and interpretation
1.1. Capitalised terms in this Licence will have the following meanings.
“Agreement” means the commercial agreement governing the provision of the IDlayr services to the Licensee which may be received, in part, via the SDK (including any applicable Order Form, MSA or SOW).
“Authorised Contractors” means contractors and service providers engaged by Licensee who (a) act on Licensee’s behalf; and (b) are bound by written obligations no less protective of IDlayr’s rights than this Licence, including confidentiality and use restrictions.
“Channel Partner” means a Licensee that uses the IDlayr Services to support the Channel Partner Services.
“Channel Partner Services” means services provided by a Channel Partner (supported by the IDlayr Services) to its own customers for the benefit of that customer’s End-Users.
“Competitor” means any person that offers identity, authentication, verification, fraud‑prevention, risk‑scoring, SIM/phone‑based risk or similar services that can be substituted for or competitive with the IDlayr Services.
“Documentation” means any developer guides, release notes, implementation instructions, design guidelines, technical requirements, and other written materials IDlayr provides regarding the SDK.
“End-Users” means a mobile device user using identity authentication or verification services.
“Entitlement Token” means a digital token issued by IDlayr in its sole discretion that grants Licensee access to and permission to use the SDK.
“Group Company” means, in relation to any party, that party and any company which is: (a) a subsidiary of that party; (b) a holding company of that party; (c) a subsidiary of a holding company of that party; or (d) a company in which that party has a controlling interest.
“IDlayr Services” means the cloud‑hosted or remotely provided services, APIs and features made available by IDlayr to Licensee under the Agreement.
“Intellectual Property Rights” means all intellectual property rights and proprietary rights recognized under the laws of any jurisdiction worldwide, including (without limitation) patents, copyrights, trademarks, trade secrets, and the benefit of any waivers of moral rights, and all applications, registrations, renewals, extensions, and reissues of the foregoing. (including applications for such rights).
“Licence” means these SDK Licence Terms, including its Schedules and any documents expressly incorporated by reference.
“Licensee Software” means any software developed by the Licensee compatible with or supported by the SDK.
“Open‑Source Software” or “OSS” means software distributed under a licence approved by the Open Source Initiative or otherwise providing source‑availability or copyleft obligations.
“Permitted Use” means use of the SDK for the Purpose without contravening the Prohibited Uses.
“Prohibited Use” means any use of the SDK (a) with any Competitor’s products/services; (b) to develop any software (including another software development kit) or technology, for any third party; (c) for the benefit of any Competitor; (d) to create a product or service that is competitive with the IDlayr Services; or (e) for any purpose not expressly permitted by this Licence.
“Purpose” means the purposes of directly interfacing with and consuming the IDlayr Services for Licensee’s own business use in accordance with the Agreement.
“Redistributables” means any runtime libraries or components of the SDK that IDlayr expressly designates in Schedule 1 (SDK Redistributables) as permitted for redistribution (if any).
“SDK” means, collectively, any and all software development kits IDlayr provides to Licensee, including: (a) compiled libraries, static or dynamic; (b) interface files, headers, schemas and specifications; (c) tools, utilities, scripts and build tools; (d) test suites, test data and stubs; (e) code samples and snippets; (f) configuration files; (g) Design Guidelines and integration checklists; (h) packaged APIs and add-ons; and (i) the Documentation.
“SDK Fees” means the fees set out in the Agreement in consideration for access to and use of the SDK.
“Telemetry” means technical data generated by or collected through the SDK relating to performance, errors, diagnostics, usage and environment, but excluding any Personal Data.
“Territory” means worldwide excluding any country or territory subject to comprehensive UK, EU or US embargo/sanctions in force from time to time.
2. Accepting Licence Terms
2.1. Licensee and Customer agree to only use the SDK (a) in accordance with these Terms; and (b) by or on behalf of a party to an Agreement (including employees and Authorised Contractors thereof) (“User”).
3. Licence
3.1. Subject to payment of the SDK Fees, IDlayr grants Licensee and its Users a limited, non-exclusive, non-transferable, non-sublicensable (except for sublicences issued by a Channel Partner in support of Channel Partner Services only) licence to use the SDK in the Territory solely to develop, test and integrate the SDK with Licensee Software for the Purpose. For the avoidance of doubt, no other use is permitted or licensed by IDlayr, including any of the Prohibited Uses.
3.2. Subject to Clause 3.3, copying (except for backup purposes), modifying, adapting, redistribution, decompilation, reverse engineering, disassembly, or creation of derivative works of the SDK is strictly prohibited, in whole or in part.
3.3. Open Source Software components of the SDK are licensed under and governed solely by the terms of that Open Source Software licence, and not this Licence.
3.4. IDlayr will use reasonable endeavours to provide reasonable notice of material changes to the SDK, but changes to the SDK may happen at any time. Future versions of the SDK may be incompatible with software developed on previous versions of the SDK. IDlayr may stop providing or supporting the SDK in its sole discretion.
3.5. Nothing in this Licence grants any right to use any other IDlayr Intellectual Property Rights.
3.6. Licensee shall not remove, obscure, or alter any notices regarding proprietary rights (or otherwise) within the SDK.
4. Use of the SDK
4.1. The SDK may not be used without an Entitlement Token, validly obtained from and authorised by IDlayr.
4.2. Licensee shall only use the SDK to develop software:
(a) for purposes permitted by and in accordance with this Licence (in particular, the parameters set down in Clause 3.2) and the Agreement;
(b) in accordance with applicable law (including applicable technology regulations, such as data protection and artificial intelligence regulations); and
(c) that does not interfere with, disrupt, damage, or access in an unauthorised manner any IDlayr, mobile network operator, or third party systems or networks.
5. Fees
5.1. Licensee will pay to IDlayr the SDK Fees for access to and use of the SDK as set out in the Agreement.
6. Intellectual Property
6.1. As between IDlayr and Licensee, IDlayr owns all legal right, title, and interest in and to the SDK, including any Intellectual Property Rights subsisting therein.
6.2. As between IDlayr and Licensee, IDlayr will have no right, title, or interest under this Licence in or to any software developed using the SDK.
6.3. For the avoidance of doubt, this Licence does not opine on the ownership of data transmitted through the SDK or its supported Licensee Software.
7. Data Privacy
7.1. IDlayr may collect certain data from use of the SDK, such as Telemetry, for the purposes of delivering and improving the IDlayr Services and developing future versions of the SDK.
8. TERM
8.1. This Licence will continue to apply until terminated by IDlayr or Licensee.
8.2. IDlayr may terminate this Licence immediately if:
(a) Licensee breaches or threatens or is likely to breach any provision of this Licence or the IDlayr Services Contract, or uses the IDlayer Services to commit fraud or breach applicable law (whether intentionally, negligently, or recklessly);
(b) IDlayr is required to do so by applicable law;
(c) the Agreement to which Licensee is a party expires or is terminated; or
(d) providing or licensing the SDK is, in IDlayr’s sole discretion, no longer commercially viable.
8.3. Termination or expiration of this Licence shall not: (a) affect or impair any rights, obligations, claims, or causes of action (including payment obligations and rights to damages or other remedies) of either party that have accrued prior to such termination or expiration; or (b) relieve either party from liability for any breach of this Licence occurring prior to termination or expiration.
9. Disclaimer and Limitation of Liability
9.1. Licensee acknowledges and agrees that use of the SDK and any data obtained through such use is at Licensee’s own risk, that the SDK is provided “AS IS” and “AS AVAILABLE” without representations or warranties of any kind from IDlayr. Licensee is solely responsible for any damage or loss of data that results from such use. IDlayr makes no representations and expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to any warranties and conditions of merchantability, fitness for purpose, and non-infringement.
9.2. Licensee acknowledges and agrees that IDlayr and its Group Companies and licensors are and shall not be liable to Licensee under any theory of liability for any direct, indirect, incidental, special, consequential, or exemplary damages that may be incurred by Licensee, including any loss of data, whether or not IDlayr or its representatives had been advised of or should have been aware of the possibility of such losses arising.
9.3. SDK Versioning. IDlayr may, in its sole discretion (i) release new versions, updates, or modifications to the SDK; (ii) discontinue or withdraw any version of the SDK; (iii) modify the features, functionality, or compatibility of any SDK version; (iv) cease development, support, or distribution of the SDK entirely(v) provide support, updates, or bug fixes for any version of the SDK; (vi) ensure compatibility between different versions of the SDK; or (vii) provide migration assistance between SDK versions. IDlayr may designate certain SDK versions as ‘legacy’, ‘deprecated’, or similar (“Deprecation”) and cease support and maintenance for that version. While IDlayr has no obligation to provide notice, IDlayr may, in its discretion, provide advance notice of Deprecation. Any such notice does not create an obligation to maintain the Deprecated version beyond the notice period. Use of Deprecated versions is at your own risk, and IDlayr provides no warranties, support, or guarantees regarding Deprecated version functionality or security.
9.4. SDK Version Licensing. This Licence applies only to the SDK versions specified by IDlayr at the time of download by Licensee. New versions of the SDK may be subject to different terms. Such terms will be specified and made available at the time of download.
10. Indemnification
10.1. Licensee shall indemnify IDlayr and its Group Companies, their respective directors, officers, employees, and agents from and against any and all claims, actions, suits, or proceedings, and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) in relation to (a) Licensee’s use of the SDK; (b) the development or use of any Licensee Software (including any actual or claimed infringement of any Intellectual Property Rights in such development or use); (c) breach of applicable laws; and (d) breach of this Licence.
11. General
11.1. Entire Agreement. This Licence (including Schedules and documents incorporated by reference) is the entire agreement on its subject matter and supersedes prior proposals and understandings.
11.2. Audit. During the Term and for 12 months thereafter, IDlayr may, on reasonable prior notice and no more than once per 12‑month period, audit Licensee’s relevant records and systems to verify compliance. Audits will occur during normal business hours and minimise disruption; each party bears its own costs unless material non‑compliance is found, in which case Licensee will reimburse reasonable audit costs.
11.3. Assignment/Change of Control Licensee may not assign, transfer or novate this Licence (by operation of law or otherwise) without IDlayr’s prior written consent, except to a successor in connection with a bona fide change of control or sale of substantially all assets, subject to notice to IDlayr and provided the successor is not a Competitor. Licensee may not delegate its responsibilities or obligations under this Licence without IDlayr’s prior written approval.
11.4. Waiver. Failure by IDlayr to exercise or enforce any right or remedy in this Licence (or available under applicable law) will not be taken as a formal waiver of such right or remedy. No waiver is implied by delay.
11.5. Third Party Rights. No third party has any rights in relation to this Licence under the Contracts (Rights of Third Parties) Act 1999.
11.6. Severability. If any court, having jurisdiction to decide on the matter, rules that any provision (or part thereof) of this Licence is invalid, then that provision (or part thereof) will be removed from the Licence without affecting the rest of the Licence, and the remaining portions of this Licence will remain valid and enforceable.
11.7. Governing Law and Jurisdiction. This Licence and any non‑contractual obligations arising out of or in connection with it are governed by the laws of England & Wales. The parties submit to the exclusive jurisdiction of the courts of England & Wales. Notwithstanding this, Licensee agrees that IDlayr is permitted to apply for equitable remedies (including injunctive relief, or equivalent urgent legal relief) in any jurisdiction.
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