TERMS OF SERVICE

—Software-as-a-Service— 

These Terms of Service (these “Terms”) is a legally binding contract between you and SOCRadar Cyber Intelligence, Inc., a Delaware corporation (“SOCRadar” “we”, “us” or “our”) regarding your use of the Service(s) (as defined herein). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the Terms, by executing an ordering document provided to you by SOCRadar, placing an Order using online functionality SOCRadar makes available like clicking a box, creating an account, or otherwise affirmatively accepting the Terms through another means SOCRadar offers you. If the Services are being used on behalf of a company or other entity by an individual authorized to accept these Terms on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms.  If you are accepting these Terms on behalf of a company or other entity and an authorized representative of the entity has already accepted these Terms on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept these Terms (“Effective Date”), these Terms will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement.  If you are not eligible, or do not agree to the terms and conditions of these Terms, then you do not have SOCRadar’s permission to use the Service. Your use of and our provision of the Service to you, constitutes an agreement by SOCRadar and by you to be bound by this these Terms.

SOCRadar offers cloud-based software-as-a-service solutions, including access to and use of the SOCRadar’s web-based platform and related services (as specified in the Order) (collectively referred to as the “Service(s)”).  Customer desires to engage SOCRadar to provide the access to the Services set forth in one or more Statements of Work agreed to by the parties from time to time. SOCRadar undertakes to provide the Services in accordance with the terms and conditions contained herein.

Please Note: Your Subscription Will Renew Automatically   If you sign up for additional services beyond those we offer publicly (“Paid Services”), you will be enrolled in a subscription that automatically renews unless you cancel in accordance with the cancellation terms. For more information, see Section 3.1 below. If you take part in a free trial of such services, your subscription may automatically convert into a paid one unless you cancel before the trial period concludes. By accessing or using the Services, you confirm that:   ● You have read, understood, and accepted these Terms, along with any related documents or policies referenced or incorporated within them—whether you are using the Services as a guest or a registered user; ● If these Terms have undergone material changes since your last use, your continued access or use indicates your acceptance of the updated Terms; ● You affirm that (i) you are at least 18 years old and have the legal authority to agree to these Terms on your own behalf or on behalf of the entity you represent; (ii) you are not located in a country subject to U.S. sanctions or listed on the U.S. Treasury Department’s Specially Designated Nationals list; and (iii) you will use the Services in compliance with all applicable laws and regulations; ● You agree to receive communications from us electronically and acknowledge that such communications (including notices and postings) meet any legal requirements for written communication.

In consideration of the mutual covenants contained in these Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

ARTICLE 1. DEFINITIONS

1.1. “Affiliate” shall mean, any corporation or business entity controlling or controlled by the party and under common control therewith; and for such purpose control means the direct or indirect ownership of more than fifty percent (50%) of the voting power in such corporation or entity.

1.2. “Agreement” shall mean these Terms, together with any Orders, attachments or other documents incorporated herein.

1.3. “Authorized User” shall mean Customer’s employees, consultants, contractors and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms.

1.4. “Confidential Information” shall have the meaning set forth in Article 5.1.

1.5. “CTI Data” shall mean: (i) all information and data that is generated, collected, developed, produced, or created through the public-source search functions of the Service, including such information generated by previous searches that is stored in the SOCRadar digital risk and information platform; and any analytical output or report that is produced by SOCRadar based on the information described in 1.5.(i).

1.6. “Customer Data” shall mean information provided, created, processed, uploaded, submitted, stored, sent, and received by Customer in connection with Customer’s use of the Services.

1.7. “Documentation” shall mean the user guides, online help, release notes, training materials and other documentation provided or made available by SOCRadar to Customer regarding the use or operation of the Services.

1.8. “Export” shall mean any transfer of Confidential Information or CTI Data from one country to another by any means, including but not limited to physical shipments, FTP file transfers, e-mails, faxes, oral transfers or remote server access and an export may also occur when Confidential Information is transferred to or accessed by a Person who is neither a citizen nor permanent resident of the country in which such transfer or access is taking place.

1.9.  “Force Majeure Event” shall have the meaning set forth in Article 10.6.

1.10. “Order” shall mean the order form (whether online or otherwise) by which Customer orders Services and/or other services pursuant to these Terms.

1.11. “Person” shall mean any natural person, business, corporation, company, association, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority, or other legal entity.

1.12. “Personal Information” shall mean any information that, alone or in combination with other information, allows the identification of a natural person or can be used to contact a natural person.

1.13. “Representatives” shall mean, with respect to any Person, the Affiliates of such Person and any of its and their respective directors, officers, managing members, general partners, personnel, attorneys, accountants, investment bankers, financial advisors, consultants, and other advisors.

1.14. “Term” shall have the meaning set forth in Article 3.1.ü

 

ARTICLE 2. SERVICES 

2.1. The Services that are to be provided by SOCRadar will be described in one or more Orders. Each Order is subject to and governed by these Terms and will be deemed a part of the Agreement. It is understood that these Terms sets out the general terms and conditions applicable on the Services, while the specifics of each Services received, including in particular, the consideration, commercial and technical terms shall be set out under the relevant Order.

2.2. Subject to the terms and conditions of the Agreement (including any applicable Order), SOCRadar hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable license during the term of the Order to access and use the SOCRadar platform that constitutes a part of the Services set forth in the applicable Order.

2.3. The Services rendered hereunder are subject in all respects to Customer’s compliance with SOCRadar’s rules on service usage and customer code of conduct (“Code of Conduct”) provided under Schedule-1 of these Terms. Customer represents and warrants that it has read the Code of Conduct in its entirety, understands the Code of Conduct and agrees to comply with and be bound by the Code of Conduct. The Code of Conduct is an essential part of these Terms.

2.4. The parties acknowledge that access to SOCRadar’s Systems requires the use of individual email addresses. Customer hereby agrees that it is responsible for ensuring that any and all individuals granted access to SOCRadar Services on behalf of the Customer under the Agreement shall fully comply with the terms of the Agreement and the Terms of Service Agreement of the SOCRadar platform available at [https://platform.socradar.com/].

2.5. Within the Attack Surface Management module, the active scanning feature is available alongside passive scanning for vulnerability detection. Customer’s approval is required before the active scanning feature can be turned on for the Customer. The Customer may withdraw its consent at any time through the platform settings, and the active scanning feature will be disabled accordingly.

 

ARTICLE 3. TERM AND TERMINATION

3.1. Term. This Agreement shall commence on the Effective Date and shall continue for the period specified in the applicable Order or on the website or in the web interface (the “Initial Term”), unless earlier terminated in accordance with these Terms. Upon expiration, the Agreement shall automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term. Each Renewal Term shall be subject to the same terms and conditions as the Initial Term unless otherwise agreed upon in writing by both parties. Notwithstanding the foregoing, fees for any Renewal Term shall be based on SOCRadar’s then-current pricing structure unless otherwise specified in the Order or agreed upon in writing by the parties.

3.2. Termination. Either party may immediately terminate the Agreement if the other party is in material breach of its obligations under the Agreement or the relevant Order and such material breach is not cured within thirty (30) days after receipt of written notice of such material breach from the non-breaching party. Any refund of prepaid fees shall be subject to Customer having fully complied with all terms and conditions of the Agreement, and no refund shall be granted for any fees paid for Services already rendered or where the termination arises from Customer’s breach of the Agreement.

3.3. Consequences of Termination. Upon the termination of the Agreement pursuant to Article 3.2, (i) SOCRadar shall terminate all usage rights granted under the Agreement and the access of the Customer to the Services (ii) SOCRadar shall render an invoice in respect of any Services performed and not paid for since the date of the last invoice issued; (ii) Customer shall pay such invoice in accordance with the terms of Article 4.1; and (iii) the parties shall delete, destroy or return all copies of Confidential Information, upon reasonable request from the other party. Notwithstanding the foregoing, the provisions of Article 3.3, Article 4.1, Article 5.1, Article 5.2, Article 5.3, Article  6, Article  7, and Article  10 of these Terms shall survive the expiration or termination of the Agreement.

3.4. Suspension. SOCRadar may, with prior notice, suspend Customer’s access to the Services if SOCRadar at its sole discretion reasonably concludes that: (i) Customer is using the Service in connection with denial-of-service attacks or spamming or illegal activity; (ii) Customer has intentionally breached the terms and conditions of the Agreement or any Order; or (iii) Customer’s actions are causing or are likely to cause material harm to SOCRadar or any third party. Customer agrees that SOCRadar will not be liable to the Customer or any third party for any damages incurred as a result of SOCRadar exercising any of its rights as permitted by this provision. For the avoidance of doubt, SOCRadar may at its sole discretion choose to terminate Customer’s access to the Service in accordance with Article 3.3 above instead of suspending Customer access to the Services.

 

ARTICLE 4. FEES AND PAYMENT

4.1. Fees and Payment. Customer shall pay for the Services in accordance with the Order under which SOCRadar shall provide the Services. In the event of any change to the facts and circumstances underlying the fee structure (including any changes or developments in Customer’s business or operations and corporate structure) that would expand the scope or amount of Services as agreed in herein or the relevant Order, the parties will negotiate in good faith to amend the terms of the Services, fees and rates quoted by SOCRadar, to reflect such change. Unless otherwise specified in the applicable Order, the Service fees shall be invoiced annually in advance. Customer shall remit payment in full within the period specified in the Order. Except as expressly provided otherwise in the Agreement, fees are non-refundable. All fees shall be paid by Customer in the currency stated in Order.

4.2. Overdue Payments. Customer’s failure to pay any fees or expenses within the payment terms specified in the applicable Order shall constitute a material breach of the Agreement. If any amounts for which Customer is responsible are overdue, then SOCRadar shall be entitled to recover from Customer interest on all overdue amounts at a rate of 1.5% per month (provided, that such rate shall be reduced to the maximum rate permitted by law if such rate is higher than such maximum rate) without the need for further notice. If Customer fails to pay all overdue amounts within sixty (60) days after invoice date, SOCRadar may, in addition to any of its other rights and remedies, (i) suspend Services until all outstanding amounts are paid in full and (ii) be entitled to recover all fees, costs and expenses (including attorneys’ fees, court costs and collection agency fees) incurred in seeking collection of such overdue amounts.

4.3. Taxes. Unless otherwise specified in the applicable Order, all fees shall be paid to SOCRadar exclusive of any applicable sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and property taxes (collectively “Taxes”). Customer shall be solely responsible for payment and reimburse of any Taxes, except for those taxes based on the income of SOCRadar.

 

ARTICLE 5. CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION

5.1. Confidential Information.

1. During the course of the Services, each party (the “Recipient” or the “Receiving party”) may be given access to (directly by or on behalf of) the other party (the “Discloser” or the “Disclosing party”) to disclosing party’s trade secrets and proprietary and confidential information relating to the disclosing party’s (and/or its affiliates’) business, business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (including but not limited to these Terms and any Order), whether orally or in written, electronic, or other form or media, and whether or not marked, designated, whether or not identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include any that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (v) independently developed by the Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.
2. Each party receiving Confidential Information of the other party agrees to: (i) protect the Discloser’s Confidential Information in an appropriate manner at least to the same extent it protects the confidentiality of its own Confidential Information of like kind, but in no event less than a reasonable manner; and
3. (ii) use and reproduce the Discloser’s Confidential Information only to the extent necessary to perform its obligations and exercise its rights pursuant to the Agreement.
4. Recipients may share the Discloser’s Confidential Information with its Representatives that assist the Recipient in the performance of its obligations and the exercise of its rights pursuant to the Agreement provided that they are subject to nondisclosure obligations no less restrictive than those set forth herein.
5. The disclosure of Confidential Information pursuant to any law, rule or regulation, a subpoena or other order or judicial or other legal or regulatory process shall not be a breach of the Recipient’s obligations, provided that the Recipient will provide prompt prior notice to the Discloser of such disclosure (if and to the extent permitted by law) and will assist Discloser in seeking a protective order or another appropriate remedy. Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
6. Each party acknowledges and agrees that this Article shall survive any termination of the Agreement. Recipient party’s obligations of non-disclosure with regard to Confidential Information will expire five years from the date first disclosed to Recipient; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. The parties acknowledge and agree that a breach or threatened breach by such party of any of its obligations under this Article 5.1 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, the disclosing party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

5.2. SOCRadar Intellectual Property. Customer acknowledges and agrees that, as between the Customer and SOCRadar, SOCRadar owns all right, title, and interest in and to the Service (including but not limited to all software, hardware, algorithms, and content therein), all SOCRadar CTI Data and all methodologies, and other technology used by SOCRadar to provide the Service, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein; and all intellectual property and proprietary rights in all of the foregoing.

5.3. Customer Data and Trademarks. SOCRadar acknowledges that, as between SOCRadar and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data and in and to Customer’s trademarks and logos (“Customer Trademarks”). Customer hereby grants to SOCRadar a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display: (i) the Customer Data solely to the extent necessary for SOCRadar to provide the Services to the Customer; and (ii) the Customer Trademarks on SOCRadar’s web platforms in connection with promoting and marketing SOCRadar and its products and services in accordance with Article 10.6. Customer represents, warrants, and covenants to SOCRadar that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by SOCRadar and processed in accordance with these Terms and related Orders, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

5.4. Feedback. Customer hereby assigns to SOCRadar any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer related to the functionality or Customer’s use of the Service (collectively, “Feedback”). All rights not expressly granted to the Customer are reserved to SOCRadar.

5.5. Data Security and Data Privacy. SOCRadar will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of the Service in accordance with standard security practices. SOCRadar’s use of Customer’s personal information is subject to the Privacy Policy located at [https://socradar.io/privacy-policy/]. Except with Customer’s consent or as otherwise permitted under these Terms or the Privacy Policy, SOCRadar will not use the Customer Data other than to provide, improve and develop the Service. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of the Customer in connection with the Service; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (iv) the security and use of Customer’s access credentials; and (v) all access to and use of the Service directly or indirectly by or through the Customer Systems or the Customer Systems’ or the Customer’s access credentials, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. The Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Service.

5.6. Each party shall comply with applicable data protection laws and regulations as they apply to such party’s respective role and obligations under these Terms. Customer hereby agrees, represents and warrants (i) have all necessary rights, consents and permissions to provide any personal data that Customer submits to the Service, and (ii) not to submit any personal data to the Service except as required for Customer’s registration and use of the Service. If required by applicable law, the parties will enter into appropriate data protection agreements using SOCRadar’s standard forms.

 

ARTICLE 6. WARRANTIES AND WARRANTY DISCLAIMER

6.1. The parties represent and warrant that each has the right and authority to enter into the Agreement and, the full power and authority to grant the rights granted to the other party by the Agreement, and that entering into and carrying out the terms and conditions of the Agreement will not violate or constitute a breach of any binding obligation which may subject the other party to any third party claims. The parties represent and warrant that each will comply with all applicable international, federal, state and local laws (and all corresponding rules, regulations and directives) that govern its conduct in connection with performance under the Agreement.

6.2. THE SERVICE AND THE SOCRADAR CTI DATA ARE PROVIDED “AS IS,” AND SOCRADAR MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART), THE SOCRADAR CTI DATA, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO THE CUSTOMER BY SOCRADAR. SOCRADAR DOES NOT WARRANT THAT SEARCHES PERFORMED BY THE SERVICE WILL REVEAL ANY OR ALL SECURITY THREATS OR PREDICT ANY OR ALL ATTACKS, THAT THE SOCRADAR CTI DATA WILL BE ACCURATE OR COMPLETE, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOCRADAR DISCLAIMS ANY LIABILITY FOR, AND SHALL NOT BE RESPONSIBLE IN ANY WAY REGARDING, ANY THIRD-PARTY CONTENT, INFORMATION, MATERIALS, LINKS, FILES, OR SEARCH RESULTS THAT MAY BE ACCESSIBLE THROUGH THE SERVICE OR THE SOCRADAR CTI DATA.

 

ARTICLE 7. LIMITATIONS OF LIABILITY

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOCRADAR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ENHANCED, OR PUNITIVE DAMAGES, OR ANY DAMAGES OR COSTS DUE TO ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, USE OR GOODWILL RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, THE SOCRADAR CTI DATA, OR THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF SOCRADAR HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

7.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF SOCRADAR ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, THE SERVICE, OR THE SOCRADAR CTI DATA WHETHER IN CONTRACT, TORT (BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR OTHERWISE, SHALL NOT EXCEED FEES PAID BY CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE SOCRADAR’S LIABILITY.

 

ARTICLE 8. INDEMNIFICATION

8.1. Subject to the limitations set forth in Article 7 and Article  8, SOCRadar shall indemnify, defend, and hold harmless Customer from and against all liabilities, claims, and direct damages (collectively, “Damages”) arising from a third-party: (i) alleging that Customer’s authorized use of the Services (excluding Customer Data) in accordance with the Agreement and the Documentation infringes or misappropriates a valid U.S. patent or copyright, or  (ii) based on SOCRadar’s gross negligence or willful misconduct in the performance of the Agreement. This Article sets forth SOCRadar’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any claims covered under this indemnity. SOCRadar’s obligations under clause shall not apply to claims arising from: (a) modifications to the Services not made by SOCRadar; (b) combination of the Services with other products or processes not provided by SOCRadar; (c) Customer’s continued use of the Services after being notified of an infringement claim or being provided modifications that would have avoided the alleged infringement; or (d) use of the Services in violation of the Agreement.

8.2. Customer shall indemnify, defend and hold harmless SOCRadar from and against all Damages, arising from (i) any misuse of the Service or any breach by Customer of any of its warranties, representations or covenants or obligations made hereunder; (ii) any third-party claim that alleges that Customer Data or Customer’s use of the Services infringes or misappropriates any intellectual property or proprietary rights of a third party; or (iii) gross negligence or willful misconduct of Customer or its employees or agents in the performance of the Agreement.

8.3. Indemnified party shall (i) provide prompt notice to indemnifying party concerning the existence of an indemnifiable claim; (ii) promptly provide indemnifying party with all information and assistance reasonably requested; and (iii) cooperate fully with indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of indemnified party’s right to indemnification.

 

ARTICLE 9. NOTICES

All notices and other communications given or made pursuant to the Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) electronic transmission of notice is effective when sent (provided, that no error message, “bounce back” or other notice of non-delivery is generated), (c) two (2) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Notices shall be sent to the addresses specified in the introduction of these Terms or to such other address as either party may designate in writing.

 

ARTICLE 10.    MISCELLANEOUS.

10.1. Independent Contractors. It is expressly agreed that SOCRadar is acting as an independent contractor in performing Services. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Each party shall be solely responsible for payment of all compensation including without limitation benefits, coverages, privileges, social security, unemployment, medical or pension payments owed to its employees, agents or contractors as well as employment or service-related taxes and benefits of its employees, agents or contractors.

10.2. Third Party Beneficiaries. Unless otherwise explicitly agreed upon in writing by the parties, there are no third-party beneficiaries to the Agreement.

10.3. Amendments. The parties may modify or supplement these Terms only by a written instrument executed by both parties.

10.4. Compliance with Laws. Each party shall comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Service and SOCRadar CTI Data hereunder.

10.5. Export Compliance. The parties shall comply with all applicable export control laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and any other relevant local export laws. Neither party shall export, re-export, or transfer any technical data, software, products, or materials received from the other party, or any direct product thereof, to any country, entity, or individual prohibited under applicable export laws unless properly authorized by the U.S. Government and in full compliance with these Terms. The parties acknowledge that such export control laws govern their use of the Services and any related deliverables, and agree that no data, information, software, or materials resulting from the Services (or any direct product thereof) will be exported or re-exported, directly or indirectly, in violation of these laws.

10.6. Force Majeure. Neither party shall be held liable or responsible for delays or failures to perform its responsibilities under the Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, tornadoes, civil unrest, acts of terror, strikes or other labor problems, governmental actions, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems, malicious code, denial of service attacks, and inability to obtain energy (each a “Force Majeure Event”); provided, however, that it will resume performance as soon as reasonably practicable after such Force Majeure Event has been finally resolved. In the event either party is delayed or rendered unable to perform due to a Force Majeure Event, the affected party shall give notice thereof and its expected duration to the other party promptly after the occurrence of the Force Majeure Event; and thereafter, the obligations of the affected party will be suspended during the continuance of the Force Majeure Event. The affected party shall take commercially reasonable steps to minimize the impact of the Force Majeure Event with all reasonable dispatch, but such obligation shall not require the settlement of strikes or labor controversies on terms unfavorable to the affected party.

10.7. Marketing. Customer agrees that the SOCRadar can use Customer’s Trademark in a customer list on SOCRadar’s website or in SOCRadar’s marketing materials unless communicated otherwise by the Customer. Customer may revoke its approval for the use of its Customer Trademark by providing SOCRadar with at least 30 days’ prior written notice. Upon receipt of such notice, SOCRadar shall remove Customer Trademark from its public web platforms within a commercially reasonable timeframe. The parties agree that they will not directly or indirectly issue or make any statement, whether written or oral, which is intended, or would reasonably be expected, to harm the other party or any of its officers, directors, equity holders or employees, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the other party or any of its officers, directors, equity holders or employees.

10.8. Assignment. Neither party may assign, sub-license, subcontract or otherwise encumber any of its rights or obligations under the Agreement without the prior written consent of the other party; provided, however, that SOCRadar may assign or transfer the Agreement, or any or all of its rights or obligations under the Agreement, without the consent of the Customer, to any person or entity who acquires any of the equity interests, assets, liabilities or business of SOCRadar (whether by acquisition of equity interests, assets, merger, consolidation, business combination or otherwise) or any person controlled by or controlling SOCRadar. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

10.9. Governing Law; Jurisdiction. The parties hereby agree that the Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of Delaware, United States, without giving effect to any conflict of laws principles that would require the application of the laws of any other jurisdiction. If any dispute arises concerning the Agreement, the parties irrevocably agree that the venue shall be laid exclusively in the state and federal courts of Delaware which shall have exclusive jurisdiction over such dispute and the parties’ consent to the person jurisdiction of such courts. The parties hereby irrevocably waive the right to a jury trial in connection with any dispute hereunder.

10.10. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.11. Waiver. The waiver by or failure by either Customer or SOCRadar to insist upon strict performance of any of the provisions of the Agreement on one occasion shall in no way constitute a waiver of its other rights under the Agreement or a waiver of such provision on any other occasion, at law or in equity.

10.12. Counterparts. This Agreement may be executed: (i) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument; and (ii) by the parties by exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format) or via e-signature platforms. 

10.13. Entire Agreement. This Agreement (including its schedules and any Order that may be agreed upon hereunder) embodies the entire agreement of the parties hereto respecting the matters within its scope and supersedes any prior or contemporaneous negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as set forth herein.

 

Schedule-1

Code of Conduct

1.   Access and Use of the Services

(a) Access. Subject to the terms of the Agreement, this Code of Conduct and any Order between the parties, SOCRadar hereby grants the Customer a non-exclusive, non-transferable, revocable and non-sublicensable license, (i) to use and access the Services solely in accordance with the the Documentation, for Customer’s own internal-use purposes; (ii) to use the Documentation for Customer’s internal business purposes in connection with Customer’s use of the Services; and (iii) to access and download the SOCRadar CTI Data (as defined in the Agreement)  using the Service solely for Customer’s internal business purposes and under no circumstances may Customer distribute any SOCRadar CTI Data to any third parties.

(b) Use Restrictions. Customer agrees that:

1. it will not permit any third party to access and/or use the Service.
2. it will not rent, lease, loan, or sell access to the Service to any third party.
3.  it will not copy, modify, or create derivative works or improvements of the Service.
4. it will not interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service.
5. it will not access or use the Service or SOCRadar CTI Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law.
6. it will not distribute, sell, lease, sublicense or otherwise make available any SOCRadar CTI Data to any third parties.
7. it will not reverse-engineer the Service (except to the extent that such restriction on reverse engineering is prohibited by law and then the Customer shall provide SOCRadar with prompt written notice prior to any such action), use the Service to conduct, publish or disclose any competitive benchmarking tests or analysis; or access the Service to build a competitive product or service.
8. it will not introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service.
9. it will not input, upload, transmit, or otherwise provide to or through the Service or SOCRadar systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent any authorized user from accessing or using the Services or SOCRadar systems as intended;
10. it will not damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, SOCRadar’s systems, or SOCRadar’s provision of services to any third party, in whole or in part.
11. it will not permit the use of service accounts and passwords by more than one individual user; and
12. it will not use the Service for any production purposes or use the Service except to evaluate such Service during the designated Term.

(c) Professional Conduct and Communication. Customer agrees to interact with SOCRadar and its respective representatives in a respectful and professional manner, fostering a positive and constructive business environment. Customer shall maintain open and courteous communication to ensure a productive partnership and smooth collaboration. Unprofessional conduct, including but not limited to disrespectful language, harassment, or abusive behavior by either party, shall not be tolerated and may constitute a material breach of the Agreement.

(d) User Access Management. Customer agrees and accept that it is responsible for maintaining the confidentiality of user credentials and ensuring that only authorized users access the service. Customer should implement appropriate security measures to protect their data and systems from unauthorized access and ensure the security of their IT infrastructure connecting to the service.

(e) Consequences of Non-compliance. In the event of Customer’s breach of the usage restrictions outlined in this Code of Conduct, SOCRadar reserves the right to terminate access to the Services, seek monetary damages, and pursue any other legal remedies available. Persistent or material violations may result in permanent account termination without refund and potential legal action to recover damages.

(f) Free trial or Evaluation Periods. If the Customer is granted a free trial or evaluation period (a “Trial”), Customer agrees that it shall not use the Service for any production purposes or use the Service except to evaluate such Service during the term of such designated Trial. SOCRadar may suspend Customer’s access to the Trials at any time. Customer’s use of Trials is at its own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SOCRADAR PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND SOCRADAR’S LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00.