End-User License Agreement (EULA)
This End-User License Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Adversarial Risk Management (“Adversarial”), governing your use of the Adversarial Risk Management platform, services, and any related software or documentation (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms. If you do not agree to these terms, do not use the Services.
1.1 Access and Use: Adversarial grants you a limited, non-exclusive, non-transferable license to access and use the Services during the subscription term solely for your internal business purposes.
1.2 Availability: Adversarial will use commercially reasonable efforts to make the Services available 24/7, excluding planned maintenance and circumstances beyond Adversarial’s control (e.g., force majeure events).
1.3 Support: Support for the Services is available as specified in the applicable Order Form or other documentation.
2.1 Fees: Fees for the Services are set forth in the applicable Order Form. All fees are non-refundable unless explicitly stated otherwise in this Agreement.
2.2 Payment Terms: Payment is due as specified in the Order Form. Late payments may incur interest as specified in the Order Form.
2.3 Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying. If withholding taxes apply, you will increase the amount payable to ensure Adversarial receives the full amount due.
2.4 Volume Usage and License Tiers: Where applicable, metric limitations on customer license tiers, such as the number or amounts of users, data, or actions, will be specified in the Order Form. To minimize the potential for disruption, Adversarial reserves the right to not immediately prevent you from exceeding platform volume usage limitations, which can trigger the issuance of a supplemental Order Form to accommodate increased usage.
3.1 Compliance: You agree to comply with all applicable laws and regulations in your use of the Services.
3.2 Restrictions: You shall not (i) reverse engineer, decompile, or disassemble the Services; (ii) sublicense, lease, or distribute the Services; (iii) use the Services to create derivative works or competitive products; or (iv) share login credentials.
3.3 Third-Party Integrations: Adversarial is not responsible for third-party integrations or their availability. You are solely responsible for compliance with any third-party terms.
3.3 Horse-to-Water Provision: In many instances the Adversarial platform provides expert guidance and warnings about security posture, but relies upon the end-user to take action on those recommendations. You should review such recommendations carefully and ensure appropriate resource is allocated to benefit from their issuance, and not expect technical control implementation from Adversarial unless explicitly contracted via a Statement of Work.
4.1 Confidential Information: Each party agrees to protect the other’s confidential information with the same degree of care it uses to protect its own, but not less than reasonable care.
4.2 Customer Data: You retain ownership of your data. Adversarial will process your data only as necessary to provide the Services and in accordance with applicable privacy laws.
5.1 Ownership: Adversarial retains all rights, title, and interest in and to the Services and associated intellectual property. Your use of the Services does not transfer any ownership rights.
5.2 Feedback: Any feedback you provide may be used by Adversarial to improve the Services without obligation or compensation.
6.1 Term: This Agreement remains in effect during your subscription term unless terminated as outlined below.
6.2 Termination for Cause: Either party may terminate this Agreement with written notice if the other party materially breaches this Agreement and fails to cure within 30 days of notice.
6.3 Effect of Termination: Upon termination, your access to the Services will cease, and you must destroy all copies of confidential related documentation in your possession. Fees are non-refundable, except where explicitly stated.
7.1 Warranties: Adversarial warrants that the Services will perform materially in accordance with the documentation.
7.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.1 Exclusion of Certain Damages: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.
8.2 Liability Cap: ADVERSARIAL’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
9.1 Assignment: You may not assign this Agreement without Adversarial’s prior written consent.
9.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Delaware, US, without regard to conflict of laws principles.
9.3 Entire Agreement: This Agreement, including any Order Forms and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements.
9.4 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
9.5 Notices: Notices must be in writing and sent to the contact information provided in the applicable Order Form.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.