Terms of Service
Effective date: March 3, 2021
These Terms of Service (these “Terms”) apply to your use of some or all of the Security-As-A-Service platform, including, without limitation, its domain and sub-domains, administrator manuals, documentation, vulnerability datasets and meta-data, machine learning training sets, knowledge bases, brain trust, and professional service advice (Collectively, the “Platform”).
THIS IS A BINDING AGREEMENT BETWEEN YOU OR THE ORGANIZATION THAT YOU REPRESENT (“you,” “your,” or “Customer”), TO INCLUDE ALL INDIVIDUALS YOU AUTHORIZE TO ACCESS YOUR ACCOUNT (“User(s)”), and Praetorian Security, Inc. (“Praetorian,” “we,” or “us”) governing your use of the Platform.
By using the Platform, you agree to be bound by these Terms. You must be of legal age to enter into a binding agreement in order to accept these Terms. If you do not agree to the terms or are not of legal age in your jurisdiction of residence, do not use the Platform. By using the Platform, you represent that you agree to the terms and are of legal age. If you are using the Platform on behalf of an entity, such as the company you work for, then you represent and warrant that you have the legal authority to bind such entity to these Terms. You may not use the Platform if you do not have such authority or if you do not agree to these Terms.
Modification to the Platform and these Terms
Because the Platform is an evolving service, we may, in our sole discretion, update these Terms from time to time. We will give you notice of any material changes by displaying a notice at the time of login to the platform. Any changes to these Terms will be effective on the “Last Revised” date set forth above and your continued use of the Platform will constitute your agreement to such changes.
You acknowledge that the Freemium Edition is a free service offered by Praetorian and that the Freemium Edition does not include any official support program provided by Praetorian. Praetorian may, at its sole discretion, suspend or terminate your Freemium subscription or stop offering the Freemium Edition altogether, in either case with or without notice to you.
If you choose a paid-subscription plan, you agree to pay us fees in accordance with the relevant pricing plan. The fees are non-refundable, except as expressly stated otherwise in these Terms.
If you move to a higher tier of a paid plan, the change will take effect immediately, and we will charge you for the additional fees associated with the new paid plan on a pro-rata basis. If you move to a lower tier of a paid plan, the change will take effect in the next billing cycle. You acknowledge that you will not receive a refund for the then-current billing cycle if you move to a lower tier of a paid plan, or to a non-payment subscription plan.
We reserve the right not to provide you with access to the Platform or any of the associated services until the relevant fee is paid in full and the payment processing is complete.
We also reserve the right to change our fees or payment plans at any time. By continuing to use the Platform, after the date the new fee or payment plan becomes effective), you agree to be bound by the changes to the Terms, and your next billing statement will include the new fees on a pro rata basis.
If you do not agree to such change(s), within 30 days of the date on which the new fee or payment plan becomes effective, you must: (1) notify Praetorian via email to firstname.lastname@example.org of your intention to terminate these Terms, (2) ask that your account be deleted, and (3) stop using the Platform. In your final billing statement, the charges will be limited to the period prior to termination and will be based on the fee or payment plan in place prior to the institution of the new fee or payment plan.
You will pay fees without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law. If any withholding or deduction is required by law, you will, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
Your Obligations and Restrictions
You must not use the Platform for any commercial use, other than for internal use within your business, and you must not redistribute or transfer the Platform to any third party or make any part of the Platform
available to be accessed, in whole or in part, by any third party.
The license granted to you to install and make use of the Platform does not permit you to do, and you shall not do (nor permit any third party to do) any of the following:
- Use, commercially exploit, or make available to any third party the Platform (or any part thereof) in any way, except as otherwise expressly permitted by these Terms;
- Embed our Platform into any product of yours or any third party;
- Make available through automated or manual means any part of the Platform by way of crawling, scraping, spidering or otherwise;
- Use web-crawlers, bots, or scripts to copy or access any part of the Platform;
- Copy or access all or any part of the Platform other than via the interface(s) provided to you by us;
- Circumvent or attempt to override any security features we have installed around the Platform; or
- Copy in part or in whole, our database of vulnerabilities.
- Use the Platform to submit, store, transmit or process malicious code, worms or viruses;
- Use the Platform to submit, store, transmit, or process information that is or may: (a) be threatening, harassing, degrading, hateful or intimidating; (b) infringe any individual or intellectual property rights; (c) contain viruses or malicious code; or (d) violate any applicable laws or your obligations to any third party;
- Reverse engineer, disassemble, or decompile the Platform (or any component thereof) or apply any other process or procedure to derive the source code of, create derivative works from, or build a product or service similar to any software or content included in the Platform;
- Gain (or provide to third parties) unauthorized access to the Platform or the systems or networks of Praetorian or its customers;
- Interfere with or disrupt the integrity or performance of the Platform;
- Access, use, or attempt to modify the Platform in a way intended to avoid incurring fees or exceeding usage limits or quotas;
You acknowledge that the extent of your use of the Platform will depend on your subscription plan, and you further agree to only use the Platform within the limits of such subscription plan. The default subscription plan is the Freemium Edition. Details about the services available under each subscription plan can be found here: https://www.praetorian.com/platform/chariot-features-pricing/.
If, at any time while using a paid subscription on the Platform, you exceed the limit of your subscription plan, we will charge you, and you will pay, the relevant fees that apply to such excess use as set out above. We will use our reasonable endeavors to notify you when the limit is close to being exceeded; however, we accept no liability for failure to do this. You are solely responsible for monitoring your use of the Platform within the established subscription limits.
You shall comply with all applicable laws, rules and regulations that apply to your use of the Platform, and comply with all applicable laws, rules and regulations governing export that apply to the Platform.
You agree that only the designated User(s) will be permitted to access the Platform. In addition, you agree to assume full responsibility for ensuring that designated Users abide by these Terms and with all applicable laws, rules, and regulations. You will notify Praetorian immediately of any known or suspected breach of these Terms, violation of any law relating to any unauthorized use of any password or account, or any other known or suspected breach of security in the Platform.
Praetorian may, at its sole discretion, suspend or terminate any User or Customer account based on knowledge or reasonable suspicion of a breach of any of these restrictions or of any other provision of these Terms.
Accessing the Platform
While we will make reasonable efforts to ensure the Platform is operational 24 hours a day, 7 days a week, we do not guarantee that the Platform will always be available or be uninterrupted. In particular, but without limitation:
Platform Maintenance. The Platform will not be available to you when we carry out maintenance services. We will endeavor to carry out these services outside of normal business hours (being 9:00am to 5:00pm Central Time) and to give you at least three hours’ notice in writing (via email where possible); however, you acknowledge that this may not be possible in cases of urgency.
Internet Networks. The Platform may be subject to limitations, delays, and other problems inherent in the use of Internet networks and facilities.
We will not be liable to you if the Platform are unavailable at any time or for any period due to an event or cause outside of our control.
Rights We Grant You
We grant you a non-exclusive, non-transferable, revocable right to make use of the Platform solely for your internal business operations and in accordance with these Terms.
These Terms do not convey any rights of ownership in the Platform. You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us or our licensors (even after installation onto a computer owned by you or integration into your system), and that you have no rights in or to the Platform other than those right to use the Platform explicitly granted in accordance with these Terms. Praetorian owns all intellectual property rights in and relation to the Platform as well as any content or services provided thereunder. Praetorian reserves all other rights not expressly granted in these Terms.
In the event that you breach the terms of the license granted to you herein and such breach results in the creation of derivative works of the Platform (“Improvements”), you hereby assign with full title guarantee all such Improvements to us. Such assignment does not preclude us from taking any legal or other action against you for contravention of these Terms, including for infringement of our intellectual property rights.
You may from time-to-time provide suggestions, comments, ideas or other feedback (“Feedback”) to us with respect to the Platform. To the extent that you provide such Feedback, you grant us an unlimited right and license to use, disclose, reproduce, sub-license or otherwise distribute and exploit the Feedback as we see fit, entirely without obligation or payment to you or restriction of any kind.
Rights You Grant Us
We claim no intellectual property rights in and to your applications, code, infrastructure, project, or any material you provide or otherwise transmit to us via the Platform.
However, to enable your use of the Platform, we do need to inspect portions of your project and send parts of it to our servers. This information includes, but is not limited to, information relating to the project, information relating to your application’s code, dependencies, components, and infrastructure, and how each are being used, aggregated, and correlated (“Project Information”). For these purposes, we require, and you hereby grant us, a worldwide, non-exclusive, royalty-free license to store, use, reproduce, display, and transmit the Project Information and any other materials transmitted to us via the Platform to the extent necessary to enable your use of the Platform, including monitoring services. This license shall remain in effect until and unless these Terms are terminated.
In addition to the rights granted to us above, we also require, and you hereby grant to us, a license to store, use, reproduce, display, and transmit the Project Information and any other materials transmitted via the Platform for analytical purposes and to improve our Platform. This license shall remain in effect unless and until you email us at email@example.com and expressly ask us to delete such data from our database. For the avoidance of doubt, this license will not automatically end upon termination of these Terms or where you delete the relevant project on the project page of the Platform.
Machine Learning Usage & Data Analysis
Our Platform reports to us vulnerability instances discovered, using meta-data that includes, but is not limited to, vulnerable source code, source code derivatives (e.g., patches), build data, configurations, contributors, control-flow, data-flow, dependencies, end-points, filenames, run-time execution, users, and version information. This anonymized vulnerability information will only be used by us for analytical purposes to improve the Platform’s accuracy in predicting a valid vulnerability. This data analysis informs our product development decisions on how to improve the confidence that a vulnerability exists or does not exist. As a User, you can opt out of this feature by disabling ‘Advanced Analytics’ found under the configuration settings.
These Terms do not grant any right or license to use Praetorian’s names, logos, symbols, and/or any other Praetorian trademarks.
You hereby agree to indemnify, hold harmless and defend Praetorian, its officers, directors, employees, and affiliates against any and all, losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Praetorian, arising out of any third-party claim arising from (1) your failure to provide accurate and complete information regarding your assets, codebase, hosts, networks, and/or devices and/or your ownership of such assets, codebase, hosts, networks, and/or devices, (2) any grossly negligent or more culpable act or omission by you, (3) any failure by you to materially comply with any applicable federal, state or local laws, regulations, or codes in your use of the Platform, (4) any violation by you of another party’s rights in your use of the Platform, or (5) your use of the Platform in breach of these Terms or other agreements referred to in these Terms.
Limitation of Liability
IN NO EVENT SHALL: (I) PRAETORIAN BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF SUCH YOU WERE ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES; OR (II) PRAETORIAN’S LIABILITY TO YOU ARISING OUT OF THESE TERMS EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO PRAETORIAN UNDER THE ORDER FORM WHICH SUCH LIABILITY ARISES.
Representations and Warranties
PRAETORIAN NEITHER MAKES NOR PROVIDES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CORRECTNESS, RELIABILITY, INTEGRITY, QUALITY, FITNESS FOR PURPOSE OR ORIGINALITY OF ANY CONTENT OR FUNCTION OF THE PLATFORM AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND ARE HEREBY EXCLUDED.
PRAETORIAN DOES NOT ACCEPT AND WILL NOT BE LIABLE FOR ANY LIABILITY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOU OR ANYONE ELSE USING THE PLATFORM OR RELYING ON ANY OF ITS CONTENT, FUNCTIONS, OR RECOMMENDATIONS. PRAETORIAN DOES NOT GUARRANTEE OR WARRANTY THAT A RECOMMENDATION WILL NOT BREAK THE FUNCTIONALITY OF YOUR CODE OR WILL NOT RESULT IN THE INTRODUCTION OF NEW VULNERABILITIES. WITHOUT LIMITING THE FOREGOING, WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES, AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS.
YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND AGREE THAT PRAETORIAN DOES NOT GUARANTEE OR WARRANTY THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF YOUR SYSTEM VULNERABILITIES, SYSTEM WEAKNESSES, AND/OR SYSTEM COMPROMISES AND THAT YOU WILL NOT HOLD PRAETORIAN RESPONSIBLE THEREFOR. YOU AGREE NOT TO REPRESENT TO ANY THIRD PARTY THAT PRAETORIAN HAS PROVIDED SUCH GUARANTEE OR WARRANTY.
Any controversy or claim arising out of or relating to these Terms and/or the provision of the Platform shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Praetorian may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Force Majeure. If Praetorian’s performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, or other causes outside of its reasonable control, Praetorian, upon giving prompt Notice to the other party, will be excused from performance for the duration of the condition, provided that it uses commercially reasonable efforts to mitigate the effects.
Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of these Terms or use of the Platform.
Relationship. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
Third Party Rights. No one other than a party to these Terms of Service, their successors and permitted assignees, shall have any right to enforce any of its terms.
Waiver. All waivers must be in writing. A party’s consent to, or waiver of, enforcement of these Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
Termination. You may terminate these Terms with us at any time, for any reason, by asking us to delete your account via email to firstname.lastname@example.org (as applicable) and ceasing all use of the Platform.
We may terminate these Terms with you immediately, without notice, in the event we determine, in our sole discretion, that you have committed a material or persistent breach of these Terms, the Platform is discontinued, we lose the right to provide you with the Platform, or where the provision of the Platform becomes unlawful.
Upon termination 1) all rights granted to you under these Terms, including the license in clause 4, shall cease; 2) you must cease all activities authorized by these Terms, including use of the Platform, Documentation and Service Data; 3) all fees payable to us under these Terms shall become due and shall be billed immediately, despite any other provision; and 4) you must immediately uninstall, delete or remove from all computer equipment in your possession or control, and destroy or return to us all copies of, any software used in the provision of the Platform.
Survival. Upon termination of these Terms, all rights and duties of the parties towards each other shall cease, except those provisions that, by their nature, should survive such termination.
Notice. Praetorian may give Notice to you by means of a general notice through the Platform, electronic mail to your e-mail address on record in your account information, or by written communication sent by first class mail to Customer’s address on record in Customer’s account information. Such Notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by electronically). You may give Notice to Praetorian (deemed given upon receipt by Praetorian) by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to: 98 San Jacinto Boulevard, Suite 500, Austin, TX 78701, addressed to the attention of: Customer Service Department.
Entire agreement. These Terms, including all Order Forms, represents the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law’s provisions.
Severability. Should any provision of these Terms be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of these Terms in full force and effect.
If you have any questions about these Terms of Services, please contact us:
- By email: email@example.com
- By mail: 98 San Jacinto Blvd., Suite 500, Austin, TX 78701, United States