The Subscription Terms for Business Customers are the standard contract under which AgileBits Inc., trading as 1Password, provides its hosted Services to organizations. They are published on the 1Password Terms of Service page beneath the Terms of Use for individual users. The page was last updated on 2024-09-12.[1] The terms say that they, “together with the 1Password Order Form in which it is referenced”, form a legally binding agreement. They apply to customers subscribed to 1Password Teams or Business accounts.[1] The licensing construct is a subscription to a hosted service for a stated Number of Users, with quarterly reconciliation of additional Users and renewal at the count in place at the end of the term.[1] Those mechanics are a true-up in all but name.
Structure and history
The Terms of Service page holds two documents. The first is a Terms of Use that applies to “all visitors, users, free trial users, and others who access or use the Service”.[1] The second, the Subscription Terms for Business Customers, was added on 2021-09-23 according to the page’s change log. Language for the Extended Access Management (XAM) service was added on 2024-08-19 and again on 2024-09-12.[1]
The Agreement consists of the Order Form, the Subscription Terms and documents incorporated by reference, such as the privacy policy and the Data Protection Agreement.[1] The Order Form is “the invoice or order form, as applicable”. It may state the subscription term, the fees, the Subscription Tier and any professional services.[1] Product-Specific Terms published in 1Password’s legal center add terms for individual Services. Use of the XAM Service is expressly subject to them.[1] The XAM Product-Specific Terms, for example, add a licence to download and run Integration Technology on Customer Devices.[4] Catalog: XAM and other products add Product-Specific Terms to the Agreement.
Where documents conflict, the order of precedence is the Data Processing Agreement, then the Order Form, then the Subscription Terms. The Order Form prevails only for the Subscription Term, Effective Date, Number of Users, billing, pricing, the description of Services and the choice of governing law.[1] Terms in a customer’s purchase order are excluded and void.[1] Catalog: Order of precedence: DPA, then Order Form, then Subscription Terms.
Editions
The Subscription Terms do not list editions. They apply to “Business Customers”, defined as customers subscribed to 1Password Teams or Business accounts. Renewing an Order Form can change the pricing, the number of Users, or the Services, for example from Teams to Business.[1] The plans and their prices are described in 1Password Business and Teams Starter Pack licensing.
Metrics
The only licensing unit in the Subscription Terms is the User (catalog row User). Users are “individuals who are authorized by Customer to access and use the Services on behalf of Customer”. They must have been supplied user identifications and login credentials by the Customer, and they may include employees, consultants, contractors, agents or any authorized users.[1] The Number of Users is the number of members the Customer or its Users are authorized to use or access, as stated in the Order Form or adjusted under section 3.1.[1] The definition of Customer itself covers employees, contractors, agents, affiliates and any authorized user,[1] so a contractor given credentials counts in the same way as an employee. Catalog: Users may include contractors and agents.
The Order Form also states a Use Limit. The Customer must not exceed it and must not make the Services available to anyone the Use Limit does not authorize.[1] Catalog: Use must stay within the Use Limit in the Order Form.
Counting / floors
Direct billing versus Order Form. A customer that buys directly on 1Password.com, 1Password.eu or 1Password.ca is charged, including taxes, at the time of the transaction. Otherwise, fees are “based on Customer’s number of Users as set forth in the Order Form”.[1] Unless the Order Form says otherwise, fees are quoted and payable in US dollars, and Order Form invoices are issued in advance and due in 30 days.[1] Catalog: Business fees are based on the Number of Users on the Order Form.
Quarterly reconciliation. An Order Form customer may request additional Users at any time during the term. 1Password “shall, on quarterly basis, reconcile Customer’s account for any additional Users”. Fees for those Users apply from the Effective Date of a new Order Form and are payable within 30 days.[1] The terms do not describe a reduction mechanism during the term. Catalog: Additional Users on Order Forms are reconciled quarterly.
Renewal at the closing count. “All renewals shall be invoiced at the applicable number of Users in place at the conclusion of the prior Subscription Term.”[1] The renewal quantity is therefore the count at the end of the term, not the count originally contracted. Users who are no longer needed have to be removed before the term ends if the renewal is to be smaller. Catalog: Renewals are invoiced at the User count at the end of the prior term.
Automatic renewal. Unless the parties agree otherwise in an Order Form, the Agreement and the Order Form renew automatically.[1] The published Subscription Terms do not state a notice period for non-renewal. Catalog: Business agreements and Order Forms renew automatically.
Self-service behaviour. For subscriptions the customer manages itself, 1Password Support documents the billing mechanics: prorated charges when people join, removals reflected on the next invoice, and no refund of amounts already charged.[2] Customers whose subscription is managed by a 1Password Business representative are told to contact their Account Manager for the terms of their subscription.[2]
Fees, refunds and suspension
Payment obligations are non-cancelable and fees paid are non-refundable. The exceptions are those in section 6.1 (an uncured warranty breach), section 7.2 (an infringement remedy), section 9.3 (termination for cause by the customer) and section 11.2.[1] Under section 6.1, a warranty breach that lasts 30 days or more, or that cannot be repaired, gives the customer one remedy: termination with a refund of prepaid amounts for the period after termination.[1] If the customer terminates for cause, 1Password refunds prepaid fees for the unused part of the term. If 1Password terminates for cause, the customer pays the unpaid fees for the rest of the term.[1] If any charge is 30 days or more overdue, 1Password may suspend the Services until it is paid.[1] Catalog: Business fees are non-cancelable and non-refundable; Services may be suspended when payment is 30 days overdue.
The self-service refund policy is stricter. 1Password states that it cannot refund past charges or the time remaining at cancellation, and that a cancelled subscription runs to the end of the billing period before the account freezes.[3] For individual subscribers, the Terms of Use say all amounts paid are non-refundable. Some refund requests may be granted case by case at 1Password’s sole discretion.[1]
Use restrictions and transfer
The customer may not sell, resell, rent or lease the Services. It may not let third parties use the Service except as permitted, copy or create derivative works, sublicense or distribute any part of the Services, or reverse engineer any software component.[1] It also may not use the Services to build a competitive product.[1] The customer may not assign, sublicense or transfer the Agreement or the Service without 1Password’s prior written consent. An attempted transfer is void and allows 1Password to terminate.[1] Resale is possible only through the separate Partner Program Agreement, which grants partners a Resale License.[7] Catalog: No assignment or transfer without 1Password consent.
Self-hosted components have their own licences. The SCIM bridge, used for automated provisioning, comes with an end-user licence agreement. That EULA grants a personal, non-transferable, non-exclusive licence to use the software on the licensee’s devices. It also prohibits allowing any third party to use the software on behalf of or for the benefit of any third party.[5] Catalog: SCIM bridge is licensed for the customer’s own provisioning only.
Audit and verification
The published Subscription Terms contain no clause that lets 1Password audit a customer’s records or premises. Compliance with the licensed quantity rests on three mechanisms. The Use Limit is a contractual obligation, additional Users are reconciled quarterly, and renewal invoices use the count at the end of the term.[1] Because the Service is hosted and users are created in the 1Password account, the vendor already sees the user count. 1Password generates an invoice whenever a change affects billing, including adding or removing people.[6] The only audit right in the published 1Password agreements is in the Partner Program Agreement. It covers partners’ resale accounting records, generally no more than once a year.[7] For the general practice see software license audit.
Liability, law and term
Except for confidentiality and indemnification, 1Password’s liability is capped at the amount the customer paid for the Service in the 12 months before the incident.[1] The Agreement runs from the Effective Date to the end of the Subscription Term in the Order Form. Either party may terminate for an uncured material breach on 30 days’ notice, or for insolvency.[1] Unless the Order Form says otherwise, the law of the Province of Ontario governs, and the courts in Toronto have exclusive jurisdiction.[1] After expiry or termination, 1Password may keep Customer Data for 30 days to meet its obligations, and longer where the law requires it.[1]
For individual subscribers, the Terms of Use say subscriptions are billed in advance and renew automatically at the end of each Billing Cycle. A fee change takes effect at the end of the current Billing Cycle, after reasonable prior notice.[1] Liability under the Terms of Use is capped at the fees paid in the six months before the claim.[1] Catalog: Individual subscription fee changes take effect at the next billing cycle.
Virtualization & partitioning
Not applicable. The Subscription Terms license access to a hosted Service for Users. They do not refer to hosts, processors or virtual machines.[1]
Cloud / BYOL
Not applicable. The Services are provided by 1Password “via the internet during the Subscription Term”.[1] The terms contain no bring-your-own-licence or third-party hosting rights.
Programs
The Subscription Terms define no program. Professional and additional services are ordered separately through an Order Form and a statement of work.[1] Partner and MSP programs are covered in 1Password MSP and partner licensing.
Out of scope
This article does not cover the Data Processing Agreement, the privacy policy, beta and developer terms, or the Product-Specific Terms for Device Trust, SaaS Manager, Privileged Access and Unified Access. Those terms are summarized in 1Password Unified Access, Device Trust and SaaS Manager licensing. Archived revisions of the Terms of Service, and negotiated enterprise agreements that are not published, are also out of scope.