- Get to Know the Ionic Master License Agreement -

Drifty Co., doing business as Ionic, is thrilled to have you as a new client!

We are providing this overview to you as the responsible person for reviewing the terms of Ionic purchase to proactively address the most frequently asked questions about our Master License and Services Agreement (MLA).  This will enable your business teams to get up and running quickly on Ionic Software and rapidly develop and design their own mobile applications.

Our MLA is a framework agreement that governs the general terms of our relationship, and it covers both Ionic Software and Support Services. This means the MLA will apply to all your purchases from Ionic both now and in the future. For each purchase, we will issue an Order that contains specific additional terms and conditions that only apply to that specific purchase.    

This document is not part of the MLA and is provided for clarity and informational purposes only. This document will not be signed by you nor incorporated into the final order package.

  1. What can you purchase from Ionic?

You can purchase a license to use the Ionic Software to develop and design web, native and hybrid mobile applications, and Support Services such as technical support, troubleshooting, implementation or configuration services, which is provided as part of the fee for the Ionic Software.

Ionic offers a modern cloud-based set of tools designed to enhance mobile application development workflow. It includes features like automated build and deployment, continuous integration, and application monitoring. Ionic also offers modern Software Development Kits (SDKs) and native plugins that are on-premise and installed in your mobile application..

Our software can significantly enhance your development experience and provide value to your business, as we are tailored for large-scale or business-critical application development. The applications are developed by you, and all the content and data in the applications come from you. Our clients decide what applications they want to build and, therefore, they are the owner and responsible legally for the applications and their operation.

If you would like to know more about us, please visit our website here.

  1. Why is it smoother and faster to review Ionic’s MLA as compared to your template agreement?

Most of our clients’ templates are drafted for the provision of general services or for the provision of tangible goods that are different from what Ionic provides. These templates often require extensive redlining as they are drafted for all kinds of purchases, such as computer hardware or off-the-shelf software. Our experience is that negotiating a client’s template agreement takes significantly more time and effort than using our MLA, because there are often extensive terms and conditions that need to be added or removed for the client’s template to accurately reflect Ionic’s specific products.

As a matter of example, due to the nature of Ionic products, we do not process our clients’ personal data, which means that contractual provisions on clients’ templates regarding confidentiality, ownership, and processing of personal data are inapplicable. Additionally, the Ionic Platform also includes certain open source software products to facilitate the development and design of hybrid mobile applications. These open source products are built and managed by Ionic. Our MLA was specifically drafted to cover the terms of usage of both proprietary and open source software.

Ionic’s MLA is a client-friendly and fairly written agreement that reflects extensive research into market-standard contracting terms for our type of software.  It has been carefully tailored for what Ionic provides, covering all terms and conditions necessary for the correct usage of both the Drifty Software and Support Services. It also proactively reflects the most common requests we have received from our clients over time.

  1. What does the Ionic license grant to you?

Ionic will grant you a license to use Ionic Software to design, build, develop and secure web, native and hybrid mobile applications that address your needs.

This license can be used by your employees, subcontractors and any third-party that supports you with developing the applications, as long as these third parties are registered and authorized by you to use and have access to your license. Each person and/or entity that you grant access to your license is entirely responsible for the security and confidentiality of its own password and account. You are responsible for any and all activities that occur under any of these users’ accounts.

Our license is non-exclusive, non-transferable and non-assignable. Ionic provides an off-the-shelf Software license to all clients without any implied or statutory warranties such as warranties of fitness for a particular purpose. The license is granted to you only, which means that, besides the entities listed above, you cannot make the license available or assign it to any other entity without Ionic’s prior written consent.

  1. Does Ionic provide the Support Services or offers specific service level commitments during the subscription term?

Ionic provides Support Services during your license’s subscription term as part of the fee for the Drifty Software. You can purchase the level that fits your needs, depending on the availability you would like to have during your subscription term, and Ionic will use commercially reasonable efforts to respond to all support tickets no later than the response time agreed in the applicable Order.

Support Services are not negotiable because they reflect the standard operating principles we use to service all our clients, according to the support level chosen. Support Service Terms can be found in Appendix A of the MLA.

Ionic does not provide Service Credits. This is because our products are not a SaaS platform, therefore, if for any unlikely reason our platform is down, it will not impact the availability of our clients’ web and/or mobile production applications.

  1. How does the MLA handle Ionic’s and your respective intellectual property rights?

Ionic is the exclusive owner of the Ionic Software and Support Services, including all the software comprising any portion thereof and all related services, updates, specifications, documentation, and technical information.

On the other hand, you are the owner of the applications you build and of the deliverables produced by, or on behalf of, Ionic specifically for you. Although the applications and deliverables are your Intellectual Property, while those are running on Ionic Software, they must comply with and respect the usage restrictions set forth in the terms and conditions of our MLA.

  1. How does Ionic protect your data?

All mobile applications built under the Ionic Software are protected by default from top security threats. Ionic maintains an Information Security Program and implements administrative, physical, and technical safeguards to protect client data that are no less rigorous than the accepted industry practices and international standards, including encryption or equivalent security controls. We also implement and operate appropriate security measures to ensure that only authorized personnel can access the systems. The Information Security Program is reviewed regularly for continued effectiveness and accuracy.

Ionic currently holds a SOC 2 Type I & 2 certifications. We have developed and will maintain an information security and awareness program that is delivered to all our employees and appropriate contractors at the time of hire or contract commencement and annually after that.

Regarding personal data, Ionic does not store or process any personal data of our clients, therefore the execution of a Data Processing Agreement is not required.

Ionic’s security measures are continually improved in line with technological developments. If you would like to know more about our security standards and current certifications, please visit our website.

  1. Why can Ionic not attach your security and privacy documents to the MLA?

Ionic security controls and privacy standards are drafted and implemented by design to best protect our Software and your applications. We implement security industry standard best practices and manage security to allow you to focus primarily on your business while we protect your information and applications from threats.

Our product is an off-the-shelf platform, so we provide the same security service to all our clients, and it is not possible to tailor specific features or include additional requirements in our software for a particular client. Accepting custom security and privacy documents from our individual clients would lead to inconsistencies in how we deal with these matters, making it difficult to maintain a standardized,  robust and reliable security posture, and that is why we cannot contractually commit to an individual client’s security and privacy requirements. We provide full transparency and visibility regarding our security and privacy standards on our website.

  1. Do you have rights to audit Ionic?

Ionic is audited on a regular basis by independent, highly reputable audit companies worldwide, and all our clients can access our relevant certifications showing compliance with applicable legislation and the industry standards. Ionic performs, among others, security testing and penetration tests, all of which are a part of Ionic’s SOC 2 certification.  

If you are a financial or insurance institution or a governmental entity, Ionic may allow audit rights under certain conditions. If you are not any of these types of entities, Ionic will not allow audit rights unless such an audit request comes from your supervisory authority, or a regulatory or judicial body. All audits must show compliance with Ionic’s security standards to ensure we do not compromise the confidential information of Ionic and of our clients. Additionally, as Ionic is a fully remote company, on-site audits are not permitted, as those are not applicable for our company.

  1. What warranties does Ionic provide and what liability does Ionic assume?

We warrant that our software will be free from material defects and will operate in accordance with its documentation. Ionic also provides warranties to our clients covering the provision of Support Services in accordance with Appendix A of the MLA, the correction of defects for services, and compliance with our security protocols.  

We provide unlimited liability and will indemnify you for third party claims that our products infringe a copyright or patent. We also provide unlimited liability for any direct damages due to Ionic’s fraud, gross negligence, or willful misconduct.

For other types of liability, it is a fundamental principle for Ionic’s business operations that liability be capped in proportion to the amount of fees paid. Our liability cap is in line with standard market practice and reflects a fair risk/investment allocation to guarantee fair and proportionate liability for both parties.

Although some clients want to remove this fundamental principle in order to have unlimited liability, this is not commercially viable for Ionic given the scale of our operations. Ionic has hundreds of clients, and we are committed to supporting all of them for many years, as evidenced by the fact that we have been in business for over ten years. Our company strives for long-term relationships, and having unlimited liability with one client could put our business at stake and jeopardize the relationship we have with all the remaining ones.

  1. How can you cancel your subscription?

You can purchase either one-year or multi-year subscriptions; your decision is our commitment. Once you purchase a subscription, it is non-cancelable and non-refundable. This is because once you buy our product, we engage and allocate all the necessary resources to provide the computing, cloud, and operational resources needed to support you over the agreed term.  We make those commitments upfront in reliance on your commitment to us for the full subscription term.  Additionally, if you purchase a multi-year subscription, we will provide you with predictable and committed pricing.

You can of course cancel the subscription auto renewal by simply sending us an email informing us. Such notice must be sent at least 30 (thirty) days before the end date of your subscription. You can also terminate the subscription prior to its end date if we breach any warranty, material term, or covenant of the MLA and we fail to cure it, or in the unlikely event we become insolvent. We do not permit termination for convenience due to the reasons articulated above.