LAST UPDATED: June 25, 2020
Thank you for visiting the Huntress group of websites including huntress.io or other websites that link to these Terms of Service (each, a "Website"). By accessing or using the Huntress Website (including the mobile optimized version of the website), administration page, security services, mobile and other applications and platforms (collectively the "Huntress Platform" or "Platform" 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 Platform. Please read these Terms carefully before using the Platform.
The Huntress Platform is owned and operated by Huntress Labs Incorporated, a Delaware corporation having offices at 6021 University Blvd., Suite 450, Ellicott City, MD 21043 (collectively, referred to herein as "Huntress Labs" or "We" or "Us" or "Our").
BY CLICKING ON THE "REGISTER" OR "SUBSCRIBE" BUTTON, OR OTHERWISE REGISTERING TO USE THE PLATFORM, DOWNLOADING APPLICABLE SOFTWARE OR USING THE PLATFORM 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 PLATFORM.
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 Platform. From time to time, Huntress Labs may update the functionality and user interface of the Platform, add new features to the Platform, change the access configuration for the Platform 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 Platform 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 Platform subscription 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 Platform subscription, Huntress Labs may notify you by sending an email at least thirty (30) days in advance of such change or posting a notice within the Platform. If you are a paying customer and the change has a material adverse impact on you and you do not agree to the change, you must so notify Huntress Labs via firstname.lastname@example.org 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 Platform. If the Platform subscription is renewed, it will be renewed under Huntress Labs' then current Terms. When using the Platform for free, such as the Free Trial or Beta Features, as defined herein, you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use the Platform for free after such changes to the Terms as posted.
To use or access the Platform, 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 Platform. You represent and warrant that you will provide current, complete and accurate information as prompted by the applicable registration form, and will update your information so as to keep it current, complete and accurate. 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. Free Trial, Fee-Based Subscription, and Beta Features.
Huntress Labs offers a free limited-time trial option of the Huntress Platform ("Free Trial") and a subscription to the Huntress Platform for purchase through the online store on its Website ("Online Store"). Huntress Labs also offers a subscription to the Huntress Platform for purchase by using a written order form ("Order Form"). If you want to learn more about purchasing a subscription to the Huntress Platform through an Order Form, please contact us by email at email@example.com. From time to time, the Huntress Platform may offer ("Beta Features") which include functionality designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description, and may be made available to you to try at your option at no additional charge.
B. License Grant.
If you enroll 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 Platform solely for your internal business purposes and subject to these Terms and related documentation as described on the Website for the duration of the Free Trial term, or as otherwise specified in writing by Huntress Labs.
If you purchased a subscription to the Platform (whether through the Online Store or an Order Form), Huntress Labs grants to you, and you accept, the non-assignable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Platform solely for your internal business purposes and subject to these Terms, the applicable Order Form 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 online 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 copy of the Huntress Agent software that has successfully registered with the Huntress Platform. Additional rights and restrictions, if any, may apply to subscriptions placed 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.
If you enroll in Beta Features, Huntress Labs grants you a license under the same terms of your corresponding Free Trial or subscription to the Platform.
C. Software License.
You will need to download and install the Huntress Agent software to use with the Platform (collectively "Software"). Subject to these Terms, Huntress Labs grants you a limited, non-transferable, non-exclusive right to install and execute the object code version of the Software separately or in conjunction with the Platform solely for your internal business purposes. 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 Platform 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) in order to access and use the Platform 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 Platform 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.
Customer is solely responsible for the delivery and results of any and all Managed Services, including all of its agreements, commitments, acts, omissions, obligations, warranties, representations or misrepresentations in connection therewith, and agrees to: (i) defend Huntress Labs against all claims and lawsuits in any form brought by its customers or any other third party against Huntress Labs arising out of, or in connection with, the Managed Services; and (ii) to indemnify and hold harmless Huntress Labs against all resulting liabilities, losses, damages, costs and expenses (including attorney and expert witness fees) incurred by Huntress Labs. For the avoidance of doubt, ("Managed Services") means the services, software, hardware, goods and support offered by Customer to its customers (including the delivery, management, support and use of the Huntress Platform and the remediation of incident reports received on behalf of any Customer).
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.
Huntress Labs may terminate access to and use of all or any part of the Platform at any time and at its sole discretion without any advance notice. This termination right also includes discontinuing or modifying any Beta Feature made available to Customer under these terms. Huntress Labs reserves the right to refuse service at its sole discretion.
Huntress Labs reserves the right to suspend access to and use of the Platform 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 Platform: to engage in illegal activity; outside the scope of the license; 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 Platform under such circumstances as described in this section.
Sections 7(D) and 9 through 22 shall survive any termination of the Terms.
The Huntress Platform includes services and functionality that may make modifications to a computer system in order to prevent, respond, remediate, and/or recover from a security incident. These services are provided as part of the Platform to better assist you. While Huntress Labs takes appropriate and reasonable steps to mitigate the possibility of these services causing any adverse effects to your computer systems where the actions are executed, including requiring users/agents to review and approve any actions, Huntress Labs cannot and does not guarantee any particular results, effects or performance either suggested by Huntress Labs or specified by a user, prior to implementing such action. Either suggested by Huntress Labs or specified by a user, prior to implementing such actions. By using the Huntress Platform, including the services that make these modifications, you understand and agree that Huntress Labs shall not be liable to you for any delay(s), error(s), or issue(s), including any instability or other adverse effects arising from any actions or omissions taken or made with respect to your computer systems via the Platform.
Upon the expiration of your Trial, you may no longer use the Platform and any Huntress Agents still running will be automatically instructed to remove/delete themselves from the computer(s).
You recognize and agree that the Platform 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 Platform 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 PLATFORM 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 PLATFORM OR SOFTWARE ARE CORRECT, ACCURATE, RELIABLE, COMPLETE, OR TIMELY, OR THAT ANY PROBLEMS ENCOUNTERED WILL BE CORRECTED, (B) THE FUNCTIONS OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE USE OF THE PLATFORM WILL RESULT IN ANY PARTICULAR RESULTS. ANY PAST RESULTS RECEVIED BY YOU WITH RESPECT TO THE PLATFORM ARE NOT INDICATIVE OF FUTURE RESULTS.
HUNTRESS LABS DOES NOT GUARANTEE THAT THE PLATFORM WILL GUARANTEE SECURITY, DETECTION, OR MITIGATION OF ALL MALICIOUS SOFTWARE. HUNTRESS LABS DOES NOT WARRANT THAT THE PLATFORM WILL PROTECT OR SECURE YOUR FILES, NETWORKS, SERVERS, 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.
THE HUNTRESS LABS BETA FEATURES, IN ADDITION TO THE DISCLAIMERS PROVIDED HEREIN, ARE OFFERED SOLELY FOR INFORMATIONAL OR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME WITH NO ADVANCE NOTICE IN HUNTRESS LABS’ SOLE DISCRETION. HUNTRESS LABS WILL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS, OR ANY DATA LOSS, CORRUPTION OR ERRORS ARISING DIRECTLY OR INDIRECTLY FROM SUCH BETA FEATURES.
Any content and other information contained within the Platform 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 makes no warranty or guarantee about the accuracy, completeness, or adequacy of any such content or other information contained in or linked to the Platform or Software. YOUR USE OF THE PLATFORM 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 Platform or the information contained therein, including inaccurate or incomplete information. In accordance with these Terms or Service, Huntress Labs makes no warranty claims to the continued availability of its services or features.
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 PLATFORM OR SOFTWARE (I) FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, 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 USE OF THE PLATFORM AND THE SOFTWARE EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU TO HUNTRESS LABS IN THE PRECEDING THREE (3) 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 Platform 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 Platform infringes 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 Platform (at Huntress Labs' sole cost and expense); (ii) modify the Platform 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 Platform.
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 Platform in an application or environment in violation of the Terms; (iii) Customer's unauthorized use of the Platform; or the combination, operation or use of the Platform 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, pandemics, floods, sabotage, fire, natural or other disasters.
The communications between you and Huntress Labs may take place via electronic means, whether you visit the Website or send Huntress Labs emails, or whether Huntress Labs posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Huntress Labs in electronic form; and (b) agree that all terms and conditions, agreements, notices, and other communications that Huntress Labs provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. As part of providing you the Platform, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Platform 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 22 below.
These Terms together with your Order Form (if any) constitute the entire agreement between Huntress Labs and you with respect to the subject matter contemplated herein and supersedes any prior agreements between Huntress Labs and you regarding use of the Platform 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, the terms in such Master Services Agreement will control your use of the Platform and Software.
You acknowledge that the Platform 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, and Syria); (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 Platform 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. 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. 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.
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.
B. Independent Contractor
The parties to the Agreement are independent contractors and nothing in the Agreement 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.
C. Expenses and Attorneys' Fees
In the event any action is brought to enforce any provision of the Agreement or any Insertion Order or to declare a breach of these terms, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorneys' fees, incurred thereby.
D. Severability/Injunctive Relief
It is understood and agreed by the parties to these terms that it is their intention that if a court of competent jurisdiction shall determine that any of the terms of these terms are invalid or otherwise unenforceable, that such court shall substitute terms, therefore, with such court determines are enforceable, so as to result in the enforcement of the original terms to the maximum extent permitted by law. The Customer agrees that any non-compliance with the terms of these terms, or any unauthorized or improper use of any Huntress Labs trademarks or materials will cause irreparable damage to Huntress Labs. The Customer therefore agrees that if the Customer engages in any one or more of such noncompliance, unauthorized use and improper use of Huntress Labs trademarks or materials, during or after the Term of License, Huntress Labs shall be entitled to seek both temporary and permanent injunctive relief against the Customer from any court of competent jurisdiction, in addition to all other remedies which Huntress Labs may have at law, in equity or otherwise.
Section headings are for reference only, and shall not be construed as substantive parts of these terms. Each capitalized term used in these terms (including any schedule or exhibit of these terms) shall have the meaning attributed to it in any part of these terms (including any such schedules or exhibits).
F. Permitted Subcontractors
Each party shall be fully responsible for the violation of these terms by their respective service provider or other subcontractor utilized.
If you have any questions or concerns about these Terms, please contact us at firstname.lastname@example.org or at the mailing address provided below.
Huntress Labs Incorporated 6021 University Blvd., Suite 450 Ellicott City, MD 21043