LAST UPDATED: OCTOBER 9, 2017
Thank you for visiting the Huntress website Huntress.io ("Website"). By accessing or using the Huntress Website (including the mobile optimized version of the website), security services, mobile and other applications and platforms (collectively the "Huntress Service" or "Service"), whether automated or otherwise, you ("Customer" or "You" or "Your") agree to be bound by these Terms of Service (the "Terms") and any additional terms and conditions that are referenced below or otherwise may apply to specific areas of the Service. Please read these Terms carefully before using the Service.
The Huntress Service is owned and operated by Huntress Labs Incorporated, a Delaware corporation having offices at 5523 Research Park Drive, Suite 250, Baltimore, MD 21228 (collectively, referred to herein as "Huntress Labs" or "We" or "Us" or "Our").
BY CLICKING ON THE "REGISTER" OR "SUBSCRIBE" BUTTON, DOWNLOADING APPLICABLE SOFTWARE OR USING THE SERVICE IN ANY MANNER YOU ARE ENTERING INTO A BINDING, LEGAL CONTRACT WITH HUNTRESS LABS AND AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN. YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THE SERVICE.
If you are an individual accepting the Terms on behalf of an entity, you represent and warrant that: (i) you have full legal authority to bind the applicable entity to the Terms; (ii) you have read and understand the Terms; and (iii) you agree, on behalf of the entity that you represent, to all of the terms and conditions of the Terms. If you do not have the legal authority to bind the entity you represent, you may not use the Service. From time to time, Huntress Labs may update the functionality and user interface of the Service, add new features to the Service, change the access configuration for the Service or update the related software. In such event, these Terms shall also apply to any such functionality updates, new features, changes or software updates subsequently provided by Huntress Labs for the Service or related software, as applicable.
These Terms may be changed, modified, supplemented or updated by Huntress Labs from time to time. Any updates to, or replacements of, the Terms will be in effect for any new or renewal service orders placed after the effective date of such updated Terms. If Huntress Labs makes a material change to these Terms that will affect an existing Service subscription, Huntress Labs may notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account administration page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Huntress Labs via email@example.com within thirty days after receiving notice of the change. If you notify Huntress Labs as required, then you will remain governed by the Terms in effect immediately prior to the change until the end of your current subscription term for the affected Service. If the affected purchased Service is renewed, it will be renewed under Huntress Labs' then current Terms. When using the Service for free, such as the free trial, you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use the Service for free after such changes to the Terms as posted.
To purchase, use or access the Service, you must have a valid Huntress account. You will be prompted by our Website or contacted by email to either create an account or to login using your account credentials for the Service. If you have been given the option to open an account within the Service that will provide you with access to password protected portions of the Service and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to immediately notify Huntress Labs upon learning of any unauthorized use of your account or any other breach of security.
A. Types of Services.
Huntress Labs offers the Huntress Service for purchase through the on-line store on its Website, Huntress.io, ("Online Store") or for free through the free trial option on its Website ("Free Trial"). Huntress Labs also offers the Huntress Service for purchase by using a written order form ("Order Form"). If you want to learn more about purchasing the Huntress Service through an Order Form, please contact us by email at firstname.lastname@example.org.
B. License Grant.
If you purchased the Service (whether through the Online Store or an Order Form) or enrolled in a Free Trial, Huntress Labs grants to you, and you accept, the non-assignable, non-transferable, non-sublicensable, and non-exclusive right to access and use the applicable Service only as authorized in these Terms and related documentation as described on the Website for the duration of the subscription term and for the number of Huntress Agents purchased through the on-line store, as described on the applicable Order Form, or as otherwise allocated in writing by Huntress Labs. For the avoidance of doubt, "Huntress Agent" refers to a computer running the Huntress Agent software that interacts with the Huntress Service. Additional rights and restrictions, if any, may apply to the Service ordered via an Order Form, and in such cases, the terms of the Order Form and/or supporting agreements will govern where conflicts exist between these Terms and the Order Form or supporting agreements.
C. Software License.
You will need to download and install the Huntress Agent software to use the Service (collectively "Software"). Subject to these Terms, Huntress Labs grants you a limited, non-transferable, non-exclusive right to install and use the object code version of the Software in conjunction with the Service solely for your internal use. Customer acknowledges that all right, title and interest in the Software, including but not limited to copyrights, patents, trade secrets, and other proprietary rights, shall remain with Huntress Labs and its licensors, except for the limited rights granted to Customer herein. Customer shall not remove any proprietary notices or labels from the Software.
You shall be responsible for all uses of the Service by your authorized users/agents and Huntress Agents regardless of whether such use is authorized or not by you or Huntress Labs.
You shall be solely responsible for: (i) procuring, at your expense, the necessary environment at your location(s) including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the "Customer Systems"); (ii) complying with all laws, rules and regulations related to your use of Customer Systems and the Service hereunder; (iii) changing your user names and passwords if you believe that the same have been stolen or might otherwise be misused.
You will comply with all applicable laws, including laws relating to maintenance of privacy, security, and confidentiality of information and the prohibition on the use of telecommunications facilities and other mediums to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material.
You acknowledge and agree that you are solely responsible for ensuring that each of your authorized users/agents is aware of the material terms of this agreement.
A. Payment Terms.
Payment is subject to the terms specified in the Order Form.
Subscriptions are subject to the terms specified in the Order Form.
Renewals are subject to the terms specified in the Order Form.
D. Your Option to Terminate.
Your option to terminate is subject to the terms specified in the Order Form.
A. Payment Terms.
Online Store purchases do not include those purchases that are made through and subject to an Order Form. If you purchase the Service through the Online Store: You expressly agree that Huntress Labs is permitted to invoice and charge your credit card or accepted payment account the applicable fees, any applicable taxes and any other charges that you may incur with Huntress in connection with your use of the Service and that such fees, taxes and related charges will be billed to the credit card or accepted payment account that you provide at the time a fee or charge is due and payable. You will be charged for the minimum number of Huntress Agents based on the subscription option you selected at checkout. You will also be charged for each additional Huntress Agent over the minimum based on the per Huntress Agent price of the subscription selected.
(1) We use a third-party payment processor (the "Payment Processor") to bill you. Huntress Labs does not store any of your credit card information, and your credit card information will not be shared with any company other than the Payment Processor. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. By utililizing the Service, you agree to pay us, through the Payment Processor, in accordance with the applicable payment terms.
(2) If payment is not received or cannot be charged to your credit card or accepted payment account for any reason in advance of the applicable subscription period, Huntress Labs reserves the right to either suspend or terminate your access to the Service. Overdue balances are subject to interest at the rate of one and one-half percent (1.5%) per month, or the highest rate allowable by law, whichever is less. In the event you fail to make timely payment, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by Huntress Labs in collecting such amounts.
(3) All fees are payable in U.S. Dollars and are non-refundable.
(4) The prices do not include any taxes and you shall pay any applicable sales use, excise, withholding or other taxes applicable to sale or furnishing of the Service. If sales tax is applicable, we will either (i) collect and remit such tax to the relevant State authority or (ii) you are responsible for paying this tax directly to the relevant authority.
Service is provided for either a term of one month or one year, depending on whether you select a "Monthly" pay-as-you-go plan or an "Annual" plan (the "Subscription"). In either case, the Subscription begins on the date that you subscribe for the Service. You are subscribing for the Service for the full length of the applicable Subscription. This means that if you terminate the Service prior to the end of the then-current Subscription or we terminate the Service as a result of your Default (including without limitation, your failure to pay any sum due hereunder, for suspected fraud or other activity, and/or for other breach of these Terms – each, a "Default"), you will be responsible for any applicable charges for the full Subscription as if you remained a customer through the end of the then-current Subscription, including, without limitation, outstanding charges and unbilled charges. In addition, you will not be entitled to a refund for any unused portion of prepaid Subscription charges.
You may switch to a higher minimum Huntress Agent Subscription at any time. Doing so will start a new annual term effective on the date of the Subscription change.
C. Renewal Subscriptions.
1. Monthly Plan.
As long as you are subscribed to the monthly plan, you acknowledge and agree that Huntress Labs will charge your credit card or accepted payment account on record with Huntress Labs at the beginning of each new billing cycle (the monthly anniversary date that you subscribed to the Service). You will be billed for the minimum number of Huntress Agents required for the Monthly plan as well as any additional Huntress Agents over the minimum.
2. Annual Plan.
Unless you opt-out at least thirty (30) days prior to the end of your current Subscription, your Subscription will automatically renew for another year at the then-current price for the Service.
D. Your Option to Terminate.
For Online Store purchases only, you may terminate your Subscription to the Service at any time and if you terminate at least thirty (30) days prior to the next Subscription renewal term you will not be obligated to pay any additional fees for upcoming subscription renewal terms but any subscription fees that you have paid in advance will not be refunded. For clarity purposes, purchases made using an Order Form are not subject to this Section 6.
Huntress Labs may terminate access to all or any part of the Service and terminate these Terms, in the event you commit a material breach of any provision of these Terms which is not cured within thirty (30) days of written notice from Huntress Labs.
Huntress Labs reserves the right to suspend Service as it may deem appropriate in response to actual or suspected violations of these Terms if Huntress Labs reasonably concludes that you are using the Service: to engage in illegal activity; outside the scope of the license (e.g. exceeding the number of Huntress Agents purchased); in a manner that is or may cause harm to Huntress Labs or others. You agree that Huntress Labs shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this Section 7.B.
C. Non-Payment by Partner.
In the event you purchase Service through an authorized partner and such partner fails to pay Huntress Labs for such Service, then Huntress Labs may suspend or terminate your access to all or any part of the Service upon written notice, until payment is received by Huntress Labs, regardless of whether you have paid such partner.
Sections 1 and 8 through 21 shall survive any termination of the Subscription. In addition, any provisions which by their terms contemplate survival shall survive the termination or expiration of the Subscription.
Upon the expiration or termination of your Subscription, you may no longer use the Service and any Huntress Agents still running will be instructed to remove themselves from the computer.
You recognize and agree that the Service and the Software contain valuable assets, proprietary information and intellectual property of Huntress Labs and its licensors, and are made available to you under these Terms. Huntress Labs (and its licensors) retain all right, title, and interest in the Service and Software, including any and all intellectual property rights. Huntress Labs (and its licensors) reserves all rights not expressly granted in Section 4.
THE HUNTRESS SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, AND HUNTRESS LABS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT COMPLIANCE WITH LAW, SECURITY, ABSENCE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HUNTRESS LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS MAKE NO WARRANTY THAT (A) THE SERVICE OR SOFTWARE ARE CORRECT, ACCURATE, RELIABLE, COMPLETE, OR TIMELY, OR THAT ANY PROBLEMS ENCOUNTERED WILL BE CORRECTED, (B) THE FUNCTIONS OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR RESULTS. ANY PAST RESULTS RECEVIED BY YOU WITH RESPECT TO THE SERVICE ARE NOT INDICATIVE OF FUTURE RESULTS.
HUNTRESS LABS DOES NOT GUARANTEE THAT THE SERVICE WILL GUARANTEE SECURITY OR THE DETECTION OF ALL MALICIOUS SOFTWARE DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING FILES, NETWORKS AND ENDPOINTS. HUNTRESS LABS DOES NOT WARRANT THAT THE SERVICE WILL PROTECT YOUR FILES, NETWORK OR ENDPOINTS FROM ALL MALWARE, VIRUSES OR THIRD PARTY MALICIOUS ATTACKS. YOU ACKNOWLEDGE THAT HUNTRESS LABS OBLIGATIONS UNDER THIS AGREEMENT ARE FOR YOUR BENEFIT ONLY.
Content and other information contained within the Service and Software has been prepared by Huntress Labs as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Huntress Labs has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of such content or other information contained in or linked to the Service or Software. YOUR USE OF THE SERVICE AND SOFTWARE IS AT YOUR SOLE RISK. You are solely responsible for any and all acts or omissions taken or made in reliance on the Service or the information contained therein, including inaccurate or incomplete information. You agree that Huntress Labs has made no agreements, representations or warranties other than those expressly set forth in these Terms, and that no future agreement, representation or warranty with regard to Service provided under these Terms shall be effective unless expressly stated in a written amendment to these Terms signed by both parties.
IN NO EVENT SHALL HUNTRESS LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE OR SOFTWARE (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). IN NO EVENT SHALL HUNTRESS LABS' AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE SERVICE AND THE SOFTWARE EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU TO HUNTRESS LABS IN THE PRECEDING TWELVE (12) MONTHS OR (II) FIFTY DOLLARS ($50.00).
Customer acknowledges and agrees that the fees and other charges which Huntress Labs is charging under this agreement do not include any consideration for assumption by Huntress Labs of the risk of Customer's indirect, consequential or incidental damages or of unlimited direct damages.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
You agree to defend, indemnify and hold harmless Huntress Labs, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney's fees that may, at any time, arise out of or relate to (i) your unauthorized or unlawful use of the Service or Software (ii) your breach of these Terms as stated herein or (iii) the infringement by you or any third party using your account, of any intellectual property or other right of any third party. Huntress Labs reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Huntress Labs in asserting any available defenses.
Upon Huntress Labs' sole determination that the Service infringe upon the rights of any third party, Huntress Labs may, at its sole discretion and own cost and expense, either: (i) procure the right for Customer to continue to license the Service (at Huntress Labs' sole cost and expense); (ii) modify the Service in such a way that the use thereof does not infringe on the rights of third parties; or (iii) terminate these Terms by notice to Customer and refund on a pro-rata basis any fees paid in advance for the license to use the Service.
Huntress Labs shall have no liability or obligation hereunder with respect to any infringement claim if such infringement is caused by (i) a modification made by Customer; (ii) use of the Service in an application or environment in violation of the Terms; (iii) Customer's unauthorized use of the Service; or the combination, operation or use of the Service with other third party product(s) not supplied by Huntress Labs. You agree to indemnify and hold harmless Huntress Labs from and against all liabilities, obligations, costs, expenses and judgments, including court costs, reasonable attorney's fees and expert fees, to the extent arising out of any of the circumstances stated in this paragraph. The remedies set forth above are the SOLE AND EXCLUSIVE remedies of Customer for the infringement of third party intellectual property rights by Huntress Labs.
Huntress Labs shall not be liable for any failure or delay in performance if such failure or delay arises from any cause or causes beyond its reasonable control including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
Any notices to you from Huntress Labs regarding the Service or these Terms will be posted on the Website or made by e-mail or regular mail. As part of providing you the Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service and your Huntress Labs account, which you may not be able to opt-out from receiving unless you terminate your account. Any notice or communication that you desire or are required to send Huntress Labs under these Terms should be sent to Huntress Labs through one of the means listed in Section 21 below.
These Terms together with your Order Form (if any) constitute the entire agreement between Huntress Labs and you in connection with your use of the Service and supersedes any prior agreements between Huntress Labs and you regarding use of the Service and Software, including prior versions of these Terms. Any different or additional terms of any related quote, purchase order, confirmation, or similar order form provided to Huntress Labs is hereby rejected and shall have no force or effect. If you have entered into a separate Master Services Agreement or other written agreement with Huntress Labs for the Service, the terms in such Master Services Agreement will control your use of the Service and Software.
You acknowledge that the Service and Software are subject to the U.S. Export Administration Regulations (the "EAR") and the sanctions programs administered by the Office of Foreign Assets Control ("OFAC") and that you will comply with the EAR and OFAC sanctions. You will not export or re-export these products, directly or indirectly, to: (1) any regions or countries that are subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, Syria, and Crimea); (2) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (3) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the US government. Further, you will not use the services from locations subject to comprehensive OFAC sanctions. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use these products.
These Terms are governed by the laws of the State of Maryland, USA and the federal U.S. laws applicable therein, excluding its choice of law provisions. All parts of these Terms apply to the maximum extent permitted by law. We both agree that if we cannot enforce a portion of these Terms as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect. Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises. Any claim or dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of state or federal courts located in Baltimore County, Maryland, and you hereby consent and submit to the personal jurisdiction of such courts. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees. You agree that the Uniform Computer Information Technology Act (UCITA) and the United National Convention on Contracts for the International Sale of Goods will not apply to these Terms.
A waiver by any party of its rights under the Terms shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no usage of trade or other regular practice or method of dealing between or among the parties to the Terms shall be used to modify, interpret, supplement, or alter in any manner the terms of the Terms.
Nothing in these Terms shall be deemed to make either party an agent, employee, or partner of the other party. Neither party shall have any authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
If you have any questions or concerns about these Terms, please contact us at email@example.com or at the mailing address provided below.
Huntress Labs Incorporated 5523 Research Park Drive, Suite 250 Baltimore, MD 21228