SOFTWARE & DATA TERMS AND CONDITIONS
1. SOFTWARE SERVICES AND SUPPORT
1.1 Subject to these Terms and Conditions and any applicable Order Form (together the “Agreement”), during the Term, Company will make the Services available to the Customer. During the Term, Company grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Services subject to the terms of the Agreement.
1.2 As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account.
1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice of maintaining the Service.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will use the Services only for its internal business purposes and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services.
2.2 Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.4 Customer represents, covenants, and warrants that Customer will use the Services only in accordance with this Agreement, the Order Form, and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.6 Unless expressly authorized in writing by Company, Customer may not resell, sublicense, or otherwise provide the Services to third parties. If Customer is permitted to resell the Services, Customer shall be solely responsible for supporting its own customers, including handling all questions, issues, and warranties. Customer shall not represent itself as an agent or representative of Company, nor make any commitments or warranties on behalf of Company.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The foregoing obligations shall continue for five (5) years following disclosure, provided that with respect to trade secrets, such obligations shall survive for so long as such information remains a trade secret under applicable law. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) aggregated and de-identified data relating to the use, performance, and operation of the Services that does not identify Customer or any individual (“Aggregated Data”), and (d) all intellectual property rights related to any of the foregoing. For the avoidance of doubt, Company does not acquire ownership of Customer Data.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data relating to the provision, use and performance of the Services, including usage metrics, system performance data, and operational analytics. Company may use such data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. Any disclosure of such data shall be solely in aggregated or de-identified form. Company will not use Customer Data to train generalized machine learning models without Customer’s prior written consent. No rights or licenses are granted except as expressly set forth herein.
4. CONTENT
4.1 Services may contain third-party content or links to webpages containing third-party content. All such third-party content remains the property of its respective owners and is provided for informational purposes only. Company does not claim ownership of third-party content and does not grant Customer any rights in such content except the limited right to access it through the Services as provided herein. Company makes no representations or warranties regarding the accuracy, completeness, legality, or availability of third-party content, and shall not be responsible for any claims arising from third-party content or from Customer’s use of such content. Customer’s access to third-party content provided through the Services may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.
4.2 Services may contain content summarized by large language models (LLMs). Such content is provided for informational purposes only. Company does not warrant the accuracy, completeness, or reliability of any LLM-generated or summarized content. It is the sole responsibility of the Customer to determine and verify the accuracy of any LLM summarized content with the provided source links and to evaluate its suitability for Customer’s intended use.
4.3 If Customer displays content summarized using LLMs, Customer should notify its end users that the results involve AI-based processing. The notification should inform users that AI-summarized content may not be fully accurate and should be verified against original sources. Customer may determine the exact wording, but it should clearly convey the nature and limitations of AI-summarized content. For example, a notification may state: "This content is summarized using AI-based technology. While steps are taken to enhance accuracy, users are required to verify key information from the provided sources."
5. PAYMENT OF FEES
5.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Beginning with the first renewal term and each renewal term thereafter, Fees may be increased by up to three percent (3%) over the Fees in effect during the immediately preceding term.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and has not cured such breach within thirty (30) days. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6.3 Upon any expiration or termination of the Agreement, Customer will immediately cease all use of software, API, and Threat.Digital Material, and shall remove, or cause to be removed, all Threat.Digital Material from the client application and from any databases or archives where such may be stored or maintained. Upon written request made within thirty (30) days following termination, Company will make Customer Data available for export in a commercially reasonable format. After such thirty (30) day period, Company may delete Customer Data in accordance with its data retention policies, unless otherwise required by law.
7. BRAND FEATURES; ATTRIBUTION
7.1 Customer will not make any statement regarding its use of the Company’s services which suggests partnership with, sponsorship by, or endorsement by Threat.Digital without Threat.Digital's prior written approval.
7.2 In the course of promoting or marketing its products or services, Company may reference Customer’s name and use Customer’s publicly available trademarks or logos solely to identify Customer as a user of the Services. If Customer prefers not to be referenced or have its logo used, Customer may notify Company in writing, and Company will promptly cease such use.
8. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 9.1 APPLY TO ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING INDEMNIFICATION OBLIGATIONS.
9.2 Customer hereby agrees to indemnify, defend and hold harmless Company and its officers, affiliates, representatives, contractors and employees from and against any third-party claims, damages, losses, liabilities, settlements and expenses (including reasonable attorneys’ fees) arising from or relating to (i) Customer’s use of the Services in violation of this Agreement or applicable law, (ii) Customer Data, or (iii) Customer’s breach of its representations, warranties or obligations under this Agreement.
Company shall defend Customer against any third-party claim alleging that the Services, as provided by Company and used in accordance with this Agreement, directly infringe a valid United States patent, copyright, or trademark, and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement by Company, provided that Customer (a) promptly notifies Company in writing of the claim, (b) grants Company sole control of the defense and settlement, and (c) provides reasonable cooperation at Company’s expense. Company shall have no obligation to the extent any claim arises from (A) Customer Data, (B) third-party content or external data sources accessed through the Services, (C) modifications not made by Company, (D) use of the Services in combination with products or services not provided by Company, or (E) use of the Services in violation of this Agreement.
10. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions.