Terms of 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). References to “Customer,” “you,” and “your” refer to the individual, company, or other entity that accepts the Terms by executing an ordering document, placing an Order through online functionality, creating an account, or otherwise affirmatively accepting the Terms.

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, all references to “Customer,” “you,” or “your” refer to the company or other entity. The individual accepting these Terms represents and warrants that they have authority to bind that entity. If a Separate Agreement is already in place between SOCRadar and the entity prior to the Effective Date, these Terms will not apply and the Separate Agreement will govern.

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 constitutes an agreement by SOCRadar and you to be bound by these Terms.

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

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 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; (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 meet any legal requirements for written communication.

Article 1
Definitions.

• Affiliate: any corporation or business entity controlling or controlled by the party and under common control therewith; control means direct or indirect ownership of more than fifty percent (50%) of the voting power.
• Agreement: these Terms, together with any Orders, attachments or other documents incorporated herein.
• Authorized User: Customer’s employees, consultants, contractors and agents who are authorized by Customer to access and use the Services.
• Confidential Information: has the meaning set forth in Article 5.1.
• CTI Data: (i) all information generated, collected, developed, produced, or created through the public-source search functions of the Service, including stored prior searches; and any analytical output or report SOCRadar produces based on such information.
• Customer Data: information provided, created, processed, uploaded, submitted, stored, sent, and received by Customer in connection with use of the Services.
• Documentation: user guides, online help, release notes, training materials and other documentation regarding the use or operation of the Services.
• Export: any transfer of Confidential Information or CTI Data from one country to another (physical shipments, FTP, email, fax, oral transfers, remote access, or transfer to a Person who is neither a citizen nor permanent resident of the country in which transfer occurs).
• Force Majeure Event: has the meaning set forth in Article 10.6.
• Order: the order form (online or otherwise) by which Customer orders Services pursuant to these Terms.
• Person: any natural person, business, corporation, association, limited liability company, partnership, trust, governmental authority, or other legal entity.
• Personal Information: any information that, alone or in combination with other information, allows identification or contact of a natural person.
• Representatives: Affiliates, directors, officers, managing members, general partners, personnel, attorneys, accountants, investment bankers, financial advisors, consultants, and other advisors.
• Term: has the meaning set forth in Article 3.1.

Article 2
Services.

2.1 Services 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. These Terms set out the general terms and conditions; the specifics of each Service (including consideration and commercial/technical terms) shall be set out under the relevant Order.

2.2 Subject to the terms of the Agreement (including any applicable Order), SOCRadar grants Customer a non-exclusive, non-transferable, non-sublicensable license during the term of the Order to access and use the SOCRadar platform.

2.3 The Services are subject to Customer’s compliance with SOCRadar’s Code of Conduct (Schedule-1). Customer represents and warrants it has read, understands, and agrees to comply with the Code of Conduct, which is an essential part of these Terms.

2.4 Access to SOCRadar’s Systems requires individual email addresses. Customer is responsible for ensuring all individuals granted access fully comply with the Agreement and the Terms of Service Agreement of the SOCRadar platform available at platform.socradar.com.

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

Article 3
Term and termination.

3.1 Term.

This Agreement commences on the Effective Date and continues for the period specified in the applicable Order, on the website, or in the web interface (the “Initial Term”), unless earlier terminated. Upon expiration, the Agreement automatically renews for successive one (1) year renewal terms (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Fees for any Renewal Term shall be based on SOCRadar’s then-current pricing structure unless otherwise specified.

3.2 Termination.

Either party may immediately terminate the Agreement if the other party is in material breach and such breach is not cured within thirty (30) days after receipt of written notice. Refund of prepaid fees is subject to Customer having fully complied with all terms; no refund for fees paid for Services already rendered or where termination arises from Customer’s breach.

3.3 Consequences of termination.

Upon termination: (i) SOCRadar shall terminate all usage rights and Customer access to the Services; (ii) SOCRadar shall render an invoice for any Services performed and not paid for; (iii) Customer shall pay such invoice; and (iv) the parties shall delete, destroy or return all copies of Confidential Information upon reasonable request. Articles 3.3, 4.1, 5.1, 5.2, 5.3, 6, 7, and 10 survive termination.

3.4 Suspension.

SOCRadar may, with prior notice, suspend Customer’s access if it reasonably concludes: (i) Customer is using the Service in connection with denial-of-service attacks, spamming, or illegal activity; (ii) Customer has intentionally breached the Agreement; or (iii) Customer’s actions are causing or are likely to cause material harm. SOCRadar will not be liable for damages incurred as a result of exercising these rights.

Article 4
Fees and payment.

4.1 Fees and payment.

Customer shall pay for the Services in accordance with the Order. Unless otherwise specified, Service fees are invoiced annually in advance. Customer shall remit payment in full within the period specified in the Order. Except as expressly provided otherwise, fees are non-refundable. All fees shall be paid in the currency stated in the Order.

4.2 Overdue payments.

Failure to pay fees within the payment terms constitutes a material breach. SOCRadar shall be entitled to recover interest on overdue amounts at 1.5% per month (or the maximum rate permitted by law if lower). If overdue amounts are not paid within sixty (60) days, SOCRadar may suspend Services and recover collection costs (including attorneys’ fees, court costs, and collection agency fees).

4.3 Taxes.

Unless otherwise specified, fees are exclusive of all applicable Taxes (sales, use, withholding, royalties, customs, excise, value-added, property, collectively “Taxes”). Customer is solely responsible for payment of any Taxes, except those based on SOCRadar’s income.

Article 5
Confidentiality, intellectual property & data protection.

5.1 Confidential information.

Each party (the “Recipient”) may receive Confidential Information from the other (the “Discloser”). Confidential Information excludes information that: (i) was publicly known before disclosure; (ii) becomes publicly known after disclosure through no wrongful action of Recipient; (iii) is in Recipient’s rightful possession without confidentiality obligations at time of disclosure; (iv) is obtained from a third party without confidentiality duty; or (v) is independently developed without use of or reference to Discloser’s Confidential Information.

Recipient agrees to: (i) protect Confidential Information at least to the same extent it protects its own (and no less than reasonable manner); and (ii) use it only as necessary to perform obligations and exercise rights under the Agreement. Recipients may share Confidential Information with Representatives subject to nondisclosure obligations no less restrictive than these.

Disclosure pursuant to law, subpoena, or judicial process is not a breach, provided Recipient gives prompt prior notice (where permitted) and assists Discloser in seeking a protective order. Confidentiality obligations survive termination for five (5) years; trade secrets remain protected as long as they qualify as such under applicable law.

5.2 SOCRadar intellectual property.

As between Customer and SOCRadar, SOCRadar owns all right, title, and interest in and to the Service (including all software, hardware, algorithms, content), all SOCRadar CTI Data, all methodologies, technology, and all intellectual property rights therein.

5.3 Customer data and trademarks.

Customer owns all right, title, and interest in Customer Data and Customer Trademarks. Customer grants SOCRadar a non-exclusive, royalty-free, worldwide license to: (i) use Customer Data solely as necessary to provide the Services; and (ii) use Customer Trademarks on SOCRadar’s web platforms in connection with promoting and marketing SOCRadar. Customer represents it has all necessary rights and consents in Customer Data so that processing under these Terms does not infringe third-party rights or violate any law.

5.4 Feedback.

Customer assigns to SOCRadar all suggestions, ideas, enhancement requests, feedback, recommendations or other information related to the Service (“Feedback”). All rights not expressly granted to Customer are reserved to SOCRadar.

5.5 Data security and privacy.

SOCRadar will implement reasonable administrative, physical, and technical safeguards to protect the security and integrity of the Service. SOCRadar’s use of Customer’s personal information is subject to the Privacy Policy. Customer retains sole responsibility for: (i) all Customer Data, content and use; (ii) all information and materials provided; (iii) Customer Systems; (iv) security of access credentials; and (v) all access to and use of the Service through Customer Systems or credentials.

5.6 Data protection compliance.

Each party shall comply with applicable data protection laws as they apply to such party’s role. Customer represents it has all necessary rights to provide any personal data submitted to the Service. The parties will enter into appropriate data protection agreements using SOCRadar’s standard forms where required.

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 to grant the rights granted. The parties warrant they will comply with all applicable international, federal, state and local laws.

Article 7
Limitations of liability.

Article 8
Indemnification.

8.1 Subject to Articles 7 and 8, SOCRadar shall indemnify, defend, and hold harmless Customer from third-party Damages: (i) alleging Customer’s authorized use of the Services in accordance with the Agreement infringes a valid U.S. patent or copyright; or (ii) based on SOCRadar’s gross negligence or willful misconduct. Exclusions: claims arising from (a) modifications not made by SOCRadar; (b) combination with non-SOCRadar products; (c) Customer’s continued use after notice; or (d) use in violation of the Agreement.

8.2 Customer shall indemnify SOCRadar from Damages arising from: (i) any misuse of the Service or breach of warranties; (ii) any third-party claim that Customer Data or use of the Services infringes intellectual property; or (iii) gross negligence or willful misconduct of Customer or its employees.

8.3 Indemnified party shall: (i) provide prompt notice; (ii) provide all reasonably requested information and assistance; and (iii) cooperate fully in defending the claim. Failure to give prompt notice does not waive indemnification.

Article 9
Notices.

All notices shall be in writing and effective: (a) upon personal delivery; (b) upon electronic transmission (when sent without bounce-back); (c) two (2) days after registered/certified mail; or (d) one (1) day after deposit with a nationally recognized overnight courier with verification of receipt. Notices shall be sent to the addresses specified in the introduction or to such other address as either party may designate in writing.

Article 10
Miscellaneous.

10.1 Independent contractors.

SOCRadar is acting as an independent contractor. Neither party is an agent, franchisor, employee, representative, or partner of the other. Neither party has authority to bind the other.

10.2 Third party beneficiaries.

Unless explicitly agreed in writing, there are no third-party beneficiaries.

10.3 Amendments.

The parties may modify these Terms only by written instrument executed by both parties.

10.4 Compliance with laws.

Each party shall comply with all international and domestic laws applicable to its use of the Service and CTI Data.

10.5 Export compliance.

The parties shall comply with all applicable export control laws, including the U.S. Export Administration Regulations. No party shall export or transfer technical data, software, products, or materials to any prohibited country, entity, or individual without proper U.S. Government authorization.

10.6 Force majeure.

Neither party is liable for delays due to causes beyond reasonable control, such as acts of God, government actions, flood, fire, earthquakes, civil unrest, terror, strikes, ISP/hosting failures, malicious code, denial-of-service attacks, energy outages (a “Force Majeure Event”). The affected party shall give notice and resume performance as soon as reasonably practicable.

10.7 Marketing.

Customer agrees that SOCRadar may use Customer’s Trademark in a customer list on SOCRadar’s website or marketing materials, unless communicated otherwise. Customer may revoke approval with at least 30 days’ prior written notice; upon receipt SOCRadar shall remove the Trademark from public web platforms within a commercially reasonable timeframe. The parties agree not to make statements intended or expected to harm the other party’s reputation.

10.8 Assignment.

Neither party may assign rights or obligations without prior written consent, provided SOCRadar may assign without consent to any person/entity acquiring SOCRadar’s equity, assets, or business (by acquisition, merger, consolidation, or otherwise) or any person controlled by or controlling SOCRadar.

10.9 Governing law & jurisdiction.

The Agreement is governed by the laws of Delaware, United States, without regard to conflict-of-laws principles. Disputes shall be heard exclusively in the state and federal courts of Delaware. The parties irrevocably waive the right to a jury trial.

10.10 Severability.

If any provision is held invalid, the remainder of the Agreement remains valid; the invalid provision will be modified to be valid and enforceable to the maximum extent permitted by law.

10.11 Waiver.

Failure to insist on strict performance does not constitute a waiver of other rights or future enforcement.

10.12 Counterparts.

The Agreement may be executed in counterparts (each deemed an original), and by exchange of signature pages by mail, fax, email (PDF), or via e-signature platforms.

10.13 Entire agreement.

This Agreement (including schedules and any Order) embodies the entire agreement and supersedes any prior or contemporaneous negotiations, correspondence, or proposals on the subject matter.

1. Access and use of the services.

(a) Access. Subject to the Agreement, this Code of Conduct, and any Order, SOCRadar grants Customer a non-exclusive, non-transferable, revocable, non-sublicensable license: (i) to use and access the Services solely in accordance with the Documentation, for Customer’s own internal-use purposes; (ii) to use the Documentation for internal business purposes; and (iii) to access and download SOCRadar CTI Data using the Service for Customer’s internal business purposes. Customer may not distribute any SOCRadar CTI Data to third parties.

(b) Use Restrictions. Customer agrees that:

• It will not permit any third party to access and/or use the Service.
• It will not rent, lease, loan, or sell access to the Service to any third party.
• It will not copy, modify, or create derivative works or improvements of the Service.
• It will not interfere with, disrupt, alter, translate, or modify the Service or create undue burden on connected networks.
• It will not use the Service or CTI Data in any manner that infringes intellectual property or violates applicable law.
• It will not distribute, sell, lease, sublicense or make available any SOCRadar CTI Data to third parties.
• It will not reverse-engineer the Service (except to the extent prohibited by law, in which case prompt notice to SOCRadar is required), use the Service for benchmarking, or build a competitive product.
• It will not use software or automated agents to produce multiple accounts, generate automated queries, or strip/mine data.
• It will not input or transmit any malicious code, viruses, worms, or other malware to the Service.
• It will not damage, destroy, or interfere with SOCRadar’s systems or services to third parties.
• It will not permit shared use of accounts and passwords by more than one individual user.
• It will not use the Service for production purposes when on a Trial, only to evaluate during the designated Term.

(c) Professional Conduct and Communication. Customer agrees to interact with SOCRadar in a respectful and professional manner. Unprofessional conduct, such as disrespectful language, harassment, or abusive behavior, shall not be tolerated and may constitute material breach of the Agreement.

(d) User Access Management. Customer is responsible for maintaining confidentiality of user credentials and ensuring only authorized users access the Service. Customer should implement appropriate security measures to protect data and systems from unauthorized access.

(e) Consequences of Non-compliance. In the event of breach, SOCRadar reserves the right to terminate access, seek monetary damages, and pursue other legal remedies. Persistent violations may result in permanent account termination without refund and legal action.

(f) Free Trial or Evaluation Periods. If Customer is granted a free trial or evaluation period (a “Trial”), Customer shall not use the Service for production purposes, only to evaluate during the Trial term. SOCRadar may suspend Trial access at any time. Use of Trials is at Customer’s own risk.