Threat Detection and Response
Welcome, and thank you ("End User") for your interest in ThreatBook ("we," or "us") and our software, subscription, documentation, information, networks, and services provided by us through our product (the "Products"). This Agreement is a legally binding contract between you and us.
IF THIS IS A TRIAL OF THE PRODUCTS, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES AS WELL.
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 "End User" means, as the context requires, in addition to the entity agreeing to this Agreement, any End User Affiliate that uses or accesses any Product hereunder on behalf of End User.
1.3 "End User Data" means data that may be accessed or collected by Products during the relationship governed by this Agreement, in the form of logs, session data, telemetry, user data, usage data, threat intelligence data, threat detection information, copies of potentially malicious files detected by the Product, system stability data, user experience data, user interface data, and network traffic metadata. End User Data may include confidential data and personal data, such as source and destination IP addresses, active directory information, file applications, URLs, file names, and file content.
1.4 "Hardware" means the hardware set forth in the Order which is provided by distributor or reseller.
1.5 "IP" means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile, cellular container or virtual machine image, inside an End User’s network which has a unique internal internet protocol address that generates traffic.
1.6 "Product(s)" means the ThreatBook security services product(s) set forth in the Order that consist of Software, Subscriptions, and/or other services.
1.7 "Order" means any purchase order or other ordering document accepted by a distributor or a reseller that specifies Trial Product(s) or Product(s) to be provided to End User.
1.8 "Software" means the executable code version of ThreatBook’s software products set forth in the Order and any updates thereto furnished by a distributor or a reseller.
1.9 "Subscriptions" means subscription-based threat intelligence service provided by ThreatBook to End User for a fixed or recurring period, subject to subscription fees for each such period as set forth in the Order.
1.10 "Trial Products" means the Products that ThreatBook or its authorized representative makes available to End User for evaluation purposes.
2.1 This Agreement governs End User’s use of ThreatBook Products; however, they were acquired, including without limitation via a ThreatBook authorized distributor or reseller.
2.2 This Agreement covers all ThreatBook Products but provisions regarding specific products or services shall be found in the attached Schedules and apply only to the extent that End User has purchased, accessed or used such products or services.
3.1 The Products is owned and operated by ThreatBook. The visual interfaces, graphics, design, compilation, information, documents, data, software, computer code (including source code or object code), sample code, services, and all other elements of the Products provided by ThreatBook (the "Materials") are protected by intellectual property and applicable laws. Except as expressly authorized by ThreatBook, you may not make use of the Materials. ThreatBook reserves all rights to the Materials not granted expressly in these Terms.
3.2 The Software and Subscriptions are licensed and not sold. ThreatBook shall retain ownership of all Software and Subscriptions and all intellectual property rights relating thereto, including but not limited to copyrights, patents, trade secret rights, trademarks and any other intellectual property rights therein.
3.3 End User agrees that ThreatBook may use and exploit without restrictions any error reports, suggestions and other information provided by End User with respect to the Products and shall own any fixes, modifications, improvements and new versions made by ThreatBook based on such information.
4.1 Software License. Subject to the terms and conditions of this Agreement, ThreatBook grants to End User a nonexclusive, nontransferable, limited license to use the Software for the Product solely for End User’s internal use pursuant to the applicable Subscription/Order terms. ThreatBook expressly reserves all other rights in the Software.
4.2 Subscriptions. ThreatBook grants to End User a non-exclusive right to access the Subscriptions solely for End User’s internal use pursuant to the applicable Subscription/Order terms. The Subscriptions will commence on the Effective Date (or other applicable start date specified in the Order) and will continue for the period set forth in the Order.
4.3 Evaluation. Any Trial Products may only be used for evaluation during the evaluation period, not to exceed thirty (30) days ("Evaluation Period") or such longer period as may be approved in writing by ThreatBook in its sole discretion. ThreatBook may, at its option, provide reasonable support for the Trial Products to facilitate End User’s ability to evaluate such technology, but shall have no obligation to provide any such support. During the Evaluation Period, ThreatBook may, at its sole discretion, limit certain functionality or features of the Trial Products. End User shall discontinue all use of and return such Trial Products at the end of the Evaluation Period, unless the End User has properly procured the applicable Trial Products and converted them to Products hereunder.
4.4 Restrictions. End User shall not (and shall not permit, encourage or assist any third party to) (i) copy, modify, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software or Subscriptions to human perceivable form or attempt to discover underlying source code, algorithms or techniques, except to the extent that such activities may not be prohibited under applicable law, (ii) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products to any third party, (iii) disclose any benchmarking, competitive analysis or other results obtained from any Product or use any Product or portion thereof to develop any similar item or any competitive products or services, (iv) use or remove the applicable Software or Subscriptions from any Hardware on which or for which they are provided under the applicable Order, (v) attempt to disable or circumvent any license key, encryption or other security device or mechanism used in connection with the Products; (vi) remove or otherwise interfere with any portion of the Products designed to monitor End User’s compliance with this Agreement; or (vii) otherwise use the Products in any manner not authorized by the published specifications for the applicable Products. End User acknowledges that Software and Subscriptions may include license keys and other features that
disable use at the end of the applicable license or Subscription Term, or once the service level set forth in the Order is met.
4.5 End User Proprietary Rights. Subject to the limited rights expressly granted hereunder, End User reserves all rights, title and interest in and to all End User Data, including all related Intellectual Property Rights. As between End User and ThreatBook, End User shall retain ownership of all End User Data. No rights are granted to ThreatBook under this Agreement other than the limited licenses expressly set forth in this Agreement. End User hereby grants to ThreatBook and its authorized third party service providers the worldwide, nonexclusive, fully paid-up, royalty-free license to access, use, copy, distribute, perform, display and process End User Data to provide, maintain, and improve the Products and perform its obligations under this Agreement and as otherwise directed, requested, or permitted in writing by End User.
4.6 Feedback. To the extent that End User provides ThreatBook with any suggestions, ideas, enhancement requests, recommendations, or other feedback or information relating to the Products (collectively, "Feedback"), End User hereby grants to ThreatBook and its Affiliates a fully paid-up, royalty free, worldwide, perpetual, irrevocable license to freely use, disclose, and otherwise exploit such Feedback, including but not limited to incorporation of the Feedback into future versions of the Products.
5.1 Data Processing. End User acknowledges, agrees and grants to ThreatBook the right, to the extent permitted by applicable law, to process and retain data received from use of the Product including End User Data, for the following purposes: (i) providing service to End User; (ii) analyzing, maintaining and improving ThreatBook’s products and services; and (iii) complying with legal, governmental or contractual terms.
5.2 Default Access. End User hereby authorizes and directs ThreatBook to store, process, retrieve, and disclose the End User Data for the purpose of providing the Product to End User or otherwise meeting its obligations hereunder and as otherwise required by law. ThreatBook may monitor and access: (i) system stability data, including uptime statistics for various processes; hardware, software and network failure indicators; and backtrace and call stack data; (ii) interface data; and (iii) threat detection information, including the number, type and score of each threat detection instance (based on ThreatBook proprietary metrics); the attribution of each threat detection to an anonymized host or account; and the score for each anonymized host or account.
5.3 Data Processor. To the extent ThreatBook processes personal data on behalf of End User as a processor, it shall do so only in furtherance of providing the Products to End User pursuant to these terms and as permitted by applicable law.
5.4 Confidentiality of Personal Data. ThreatBook will ensure that personnel it authorizes to process personal data have committed themselves to confidentiality or are under appropriate statutory obligation of confidentiality.
5.5 Security. ThreatBook has implemented practices and policies to maintain appropriate organizational, physical and technical measures to safeguard the confidentiality and security of personal data to comply with applicable laws.
5.6 Data Retention. ThreatBook shall process and retain personal data no longer than necessary for the purposes for which it is processed. Upon termination of this Agreement, ThreatBook shall, upon End User’s request, delete End User Data that is no longer necessary to carry out any of the purposes under this Agreement.
5.7 End User Conduct; Compliance. End User is responsible for use of the Products by its Affiliates and other users and for their compliance with this Agreement. End User is solely responsible for the accuracy, quality, legality, reliability and appropriateness of all End User Data, and for providing any notices and obtaining any consents and authorizations necessary: (a) to allow the Administrator to access, monitor, use and disclose the End User Data; and (b) to allow ThreatBook to access the End User Data. End User shall ensure that End User is entitled to make End User Data accessible to ThreatBook so that ThreatBook and its service providers may lawfully use, process and transfer the End User Data in accordance with this Agreement on End User behalf. End User will promptly notify ThreatBook if it becomes aware of any unauthorized use of or access to End User’s account or the Products.
5.8 Data Protection by End User. End User represents and warrants that End User’s use of the Products complies with all applicable laws, including those related to data privacy, data security, and international communications and that End User has obtained any and all consents necessary for ThreatBook to engage in data processing under this Agreement. Submission or provision of End User Data to ThreatBook shall be at End User’s own risk, and ThreatBook assumes no responsibility or liability for receipt of such End User Data.
This Agreement shall commence as of the Effective Date and shall continue for each Order until the end of the applicable Order term, unless earlier terminated. Either party may terminate this Agreement in the event of breach by the other party that is not cured within thirty (30) days after notice. ThreatBook may terminate this Agreement immediately upon End User becoming insolvent, or commencing or becoming subject to reorganization, insolvency or liquidation proceedings or ceasing to conduct business in the ordinary course. Upon termination, all licenses and Subscriptions shall terminate and End User shall return and cease all use of the Software and Subscriptions.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING SERVICE PROVIDERS.
This Agreement will be governed by and construed in accordance with the laws of Singapore, excluding that body of law known as conflicts of law. Any dispute under this Agreement will take place in Singapore and both parties agree to submit the dispute to the Singapore International Arbitration Centre for resolution in Singapore in English.
This Agreement and the rights hereunder may not be assigned or otherwise transferred, either directly or indirectly, by End User without the prior written consent of ThreatBook. This is the entire Agreement between the parties relating to the subject matter hereof and no waiver or modification of the Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term herein shall in no way be construed as a waiver of any other term or breach. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) any exhibit, schedule or addendum to this Agreement and (2) the body of this Agreement.
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