IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCESSING, USING, OR TRIALLING ANY PRODUCTS OR SERVICES OFFERED ON THIS WEBSITE. THIS AGREEMENT TAKES EFFECT ON THE DATE ON WHICH YOU FIRST ACCESS, INSTALL OR USE THE PRODUCTS AND SERVICES (“EFFECTIVE DATE”).
These terms and conditions ("Agreement") is a legal agreement between you (either an individual or a single entity) and SNAPT, INC (“Snapt”) and governs your license to use the NovaSense threat intelligence feeds and any related threat intelligence and/or security products and services that Snapt may offer from time to time (collectively, "PRODUCTS AND SERVICES"). By installing, copying, or otherwise using any PRODUCTS AND SERVICES, you agree to be bound by the terms of this Agreement, which is subject to amendment from time to time. This Agreement represents the entire agreement concerning the PRODUCTS AND SERVICES between you and Snapt, and it supersedes any prior proposal, representation, or understanding between the parties. The PRODUCTS AND SERVICES are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The PRODUCTS AND SERVICES are licensed, not sold.
1. PROVISION OF USE
Subject to (and conditioned upon) your payment of the applicable fees and charges and compliance with all the terms of this Agreement, the PRODUCTS AND SERVICES are licensed and provided as follows:
(a) Access and Use
The Provider grants you the revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the PRODUCTS AND SERVICES for the specified licence term strictly for your internal business operations
(b) Use Restrictions.
Unless permission has explicitly been granted by Snapt, you shall not, and shall not permit any person to, use the PRODUCTS AND SERVICES, any software component of the PRODUCTS AND SERVICES for any purposes beyond the scope of the access granted in this Agreement. Unless permission has explicitly been granted by Snapt, you shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the PRODUCTS AND SERVICES and/or any software component of the PRODUCTS AND SERVICES in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the PRODUCTS AND SERVICES for commercial gain, except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the PRODUCTS AND SERVICES, in whole or in part; (iv) remove any proprietary notices from the PRODUCTS AND SERVICES; or (v) use the PRODUCTS AND SERVICES in in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
The PRODUCTS AND SERVICES may permit access to products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the PRODUCTS AND SERVICES (“Third-Party Products”). For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the PRODUCTS AND SERVICES by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
2. TERM, SUSPENSION AND TERMINATION
Where the PRODUCTS AND SERVICES are offered on a paid basis, the term of this Agreement begins on the Effective Date, and continues until terminated in accordance with the applicable purchase order or invoice. Some PRODUCTS AND SERVICES that are specified to automatically renew will renew for up to four additional successive one year term[s], unless earlier terminated pursuant to this Agreement’s express provisions or other written agreements between the parties.
Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend your access to any portion or all of the PRODUCTS AND SERVICES (“Service Suspension”) if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the PRODUCTS AND SERVICES and/or any intellectual property provided to you in connection with the foregoing (“Provider IP”), (B) your use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) your use of the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the PRODUCTS AND SERVICES to you is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the PRODUCTS AND SERVICES. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the PRODUCTS AND SERVICES following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the PRODUCTS AND SERVICES as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you may incur as a result of a Service Suspension.
Without prejudice to any other rights, the Provider may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy and/or remove all copies of the PRODUCTS AND SERVICES in your possession.
3. INTELLECTUAL PROPERTY; FEEDBACK
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the PRODUCTS AND SERVICES and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the PRODUCTS AND SERVICES, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
4. NO WARRANTIES
PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE PRODUCTS AND SERVICES. THE PRODUCTS AND SERVICES ARE PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, TITLE AND NON-INFRINGEMENT, LINKS OR OTHER ITEMS CONTAINED WITHIN THE PRODUCTS AND SERVICES. PROVIDER MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. PROVIDER FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO YOU OR TO ANY THIRD PARTY. THE PROVIDER FURTHER SPECIFICALLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS AND SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. PROVIDER SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE PRODUCTS AND SERVICES OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.
Where applicable, tou shall pay Provider the fees as described on and in accordance with the applicable invoice or purchase order (”Fees”) without offset or deduction. The Provider reserves the right (and is entitled) to amend the Fees applicable to the PRODUCTS AND SERVICES on or before the date of termination or renewal of the applicable licence term on written notice to you. You shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 40 days or more, Provider may suspend the Agreement in accordance with section 3(a), your access to any portion or all of the PRODUCTS AND SERVICES until such amounts are paid in full. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Provider’s income.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through online notifications or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the PRODUCTS AND SERVICES after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least 30 days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.
9. EXPORT REGULATION
The PRODUCTS AND SERVICES utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the PRODUCTS AND SERVICES or the software or technology included in the PRODUCTS AND SERVICES to, or make the PRODUCTS AND SERVICES or the software or technology included in the PRODUCTS AND SERVICES accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the PRODUCTS AND SERVICES or the software or technology included in the PRODUCTS AND SERVICES available outside the US.
10. GOVERNING LAW AND JURISDICTION
This agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of Manhattan and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
11. US GOVERNMENT RIGHTS
Each of the software components that constitute the PRODUCTS AND SERVICES is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the PRODUCTS AND SERVICES as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.