1. Company information
1.1 SecTeer ApS
CVR-no. 38330462
Njalsgade 76, 3rd Floor.
2300 Copenhagen
Denmark
(”SecTeer”)
2. Introduction and contractual basis
2.1 These license terms (“Terms”) shall apply to and form an integral part of any offers made by SecTeer and/or agreements regarding SecTeer’s delivery of a license to use SecTeer’s software called VulnDetect (“Software”) to the recipient thereof (“Customer”). SecTeer and the Customer are individually referred to as a “Party” and collectively referred to as the “Parties”.
2.2 These Terms and the offer made by SecTeer (“Offer”) constitute the entire contractual relationship between the Parties relating to the Customer’s license to the Software, unless otherwise explicitly agreed in writing. The Terms and the Offer are referred to as the “Agreement”). In case of any inconsistency or conflict between the Terms and the Offer, the Offer shall prevail.
2.3 SecTeer may at any time amend, change and/or modify these Terms, in which case the latest version of the Terms shall apply with immediate effect, provided SecTeer notifies the Customer in writing.
3. SecTeer’s offer and acceptance
3.1 The Offer is subject to typographical and other errors; and is valid for 30 days from the date of the Offer, unless otherwise explicitly stated in the Offer.
3.2 The Offer is considered accepted by the Customer when (i) the Customer gives it acceptance in writing; and/or the Customer or a User creating a user account at SecTeer’s websites; and/or (ii) downloading and installing the Software.
3.3 If the Customer is using a trial version or another free version of the Software, the Customer shall be deemed to have accepted the Offer as a paying Customer when ordering or changing to the commercial version of the Software, regardless of whether the Customer has explicitly agreed to the terms again at that time.
4. Login details and users
4.1 If the Customer has purchased a license to the Software, the Customer and/or the Users specified by the Customer will be given access to the Software.
4.2 To be provided access to the Software, the User must complete registration details described on SecTeer’s website or the setup-guide. The User is required to register their name, department, and e-mail address. The Customer agrees to ensure that the registration details are correct and accurate at all times. The Customer must notify SecTeer of any change to the registration details as originally supplied.
4.3 If the Customer has purchased a multi-user license to the Software, the Customer will be provided with accounts according to the number of Hosts specified in the Offer and the issued invoice.
4.4 Only for MSP: If Customer is entitled to set up the Software on multiple Sites, the MSP can for each Site provide a User with a login and password to the Software for the end-customer.
4.5 If the Customer is permitted to install the Software on multiple Hosts, only the Customer's IT team or MSP shall have access to the Software, negating the need for individual user logins and passwords.
4.6 The Customer shall ensure that the login and password are kept confidential and that the total number of Hosts does not exceed the amount specified in the Offer unless agreed otherwise. The Customer is obligated to pay for all Hosts that are set up to use the Software.
5. Subscription
5.1 In consideration for the Subscription Fees described in Clause 11 and subject to the terms and conditions of the Agreement, SecTeer shall provide the Customer with the following services (“Subscription”):
- a license as set forth in Clause 6;
- the service levels as set forth in Clause 8;
- the support services as set forth in Clause 9.
5.2 The Software licensed under this Agreement shall be deemed delivered when SecTeer has activated the license and sent the login and password to the Customer (the “Delivery Day”).
6. License and restrictions
6.1 SecTeer grants the Customer a non-exclusive (the “License”) to use the Software with the capacity, limitation and during the Subscription Term as set forth in the Agreement and solely:
- for the purpose and intention provided in the Offer and as described at www.secteer.com; and
- by up to the maximum number of Hosts as set forth in the Offer.
6.2 For the avoidance of doubt, access to the Software is provided by remote access only and only SecTeer will have access to the code of the Software, unless otherwise agreed in writing.
6.3 Unless otherwise agreed in writing with SecTeer, the Customer shall not and shall procure that the User shall not:
- license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Third Party the Software in any way;
- modify, disassemble, decompile or reverse engineer the object code of the Software (except as permitted by applicable law) nor permit any Third Party to do so;
- create unauthorized “links” to the Software;
- reverse engineer or access the Software in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Software; (c) copy any ideas, features, functions or graphics of the Software; or (d) for the purposes of investigating possible patent infringement; or
- acquire any license, right, interest to any trademark or service mark of SecTeer.
6.4 The Customer is responsible for all activity occurring under the Customer’s accounts, including authorized and unauthorized use of the Software under the Customer’s accounts, and shall abide by all applicable local, state, national, and foreign, laws, treaties, and regulations in connection with the use of the Software, including those related to data privacy, international communications, and the transmission of technical or personal data.
6.5 The Customer shall immediately notify SecTeer of any unauthorized use of any password or account or any other known or suspected breach of security.
7. Subscription term
7.1 The Subscription shall be valid for the time period as set forth in the Offer starting from the Delivery Day.
7.2 After the first subscription term, the Subscription shall renew automatically for subsequent subscription terms equal in duration as the first subscription term, unless the Agreement has been terminated in accordance with the termination terms. Each subscription term under the Agreement shall be is referred to as a “Subscription Term” and collectively referred to as the “Subscription Terms”.
7.3 The Subscription Fees for each Subscription in a subsequent Subscription Term shall be based on SecTeer’s general price list applicable at the time of the beginning of the subsequent Subscription Term.
8. Service levels
8.1 During the Subscription Term, SecTeer will use its best efforts to provide the service levels as set forth in this Clause 8 for the Software (“Service Levels”).
8.2 Unless otherwise agreed in writing, the Service Levels are only provided directly to the Customer.
8.3 Unless otherwise agreed in writing, SecTeer will be available on phone and email for problem notification and standard support between 08:30-16:30 (CET) on all business days that are not holidays in Denmark. When notifying SecTeer of a problem, the notifier shall indicate the Severity Level of the problem and provide SecTeer with details about the problem. Severity Levels and the associated response procedures by SecTeer are defined as follows:
Severity Level 1
Critical problem: The Software is down, or the User is experiencing a problem causing a severe loss of service in the Software, which limits critical functionality. The User’s access to the Software and/or access to data in the Software is not possible and/or the Software is experiencing security issues that increases the risk of the User’s data being compromised, and the problem is proven to be due to the Software.
Response: SecTeer will commence work on resolving the problem within 24 hours of notification and will engage staff continuously until the problem is resolved or alleviated to a Severity Level 2 problem.
Severity Level 2
Significant problem: The User is experiencing a problem causing a loss of service in the Software, which is not affecting critical functionality.
Response: SecTeer will commence work on resolving the problem within 24 hours of notification and will engage staff during business hours to produce a workaround. If no workaround is available, SecTeer will provide an interim solution by a mutually agreed upon date, and a permanent solution in the next release.
Severity Level 3
Minor problem: The User is experiencing a problem causing a minor loss of service in the Software.
Response: SecTeer will respond to the request for support within 2 business days of notification and will schedule staff to work with the Customer/User to discuss an acceptable workaround. If the problem is a Software defect, the workaround may be replaced by a permanent solution in a future release.
Severity Level 4
Other problem: The User is experiencing a problem causing no loss of service in the Software.
Response: SecTeer will respond to the request for support within 4 business days of notification and will schedule staff to work with the Customer/User to discuss an acceptable workaround. If the problem is a Software defect, the workaround may be replaced by a permanent solution in a future release.
Severity Level 5
Enhancement requests: The Customer has requested SecTeer to add functionality to or enhance performance of the Software beyond the Software’s general specifications that are not included as part of the Support Services.
Response: SecTeer will respond to the enhancement request within 5 business days of notification and will schedule staff to work with the Customer to discuss the request, including the timeline, and any fees and costs.
8.4 The Service Levels will be provided only for the Software and not in respect of the interaction between the Software and the Customer’s or User’s IT equipment, browser, other software, etc. The Service Levels do not include inter alia onboard, use of the Software, nor training and education related to the Software.
8.5 Unless otherwise agreed in writing, SecTeer is only obligated to provide Service Levels for the at any time current Version of the Software. Any Version other than the at any time current Version is deemed unsupported Versions (“Unsupported Version”).
8.6 If the Customer would like to receive Service Levels for an Unsupported Version, the Customer may purchase Extended Service Levels subject to additional pricing and upon agreement with SecTeer.
9. Support services
9.1 If agreed in writing between the Parties, SecTeer shall deliver other services than the Service Levels to the Customer (“Support Services”). SecTeer shall use its best efforts to provide the Support Services.
9.2 Unless otherwise agreed in writing, the fees for the Support Services shall be calculated based on time spent and SecTeer’s at any time applicable standard hourly rates for its timekeepers performing the Support Services.
10. Improvements and changes to the software
10.1 SecTeer is entitled to make any Improvements to the Software on a continuous basis when so deemed necessary by SecTeer. Such Improvements will in no way restrict or alter the Customer’s obligations to SecTeer, and the Customer will not become entitled to claim any remedies for breach against SecTeer as a result of such Improvements.
10.2 SecTeer shall make released Improvements available for the Customer.
10.3 SecTeer is entitled to change the functionality of the Software, including removing and/or changing features to the extent deemed required by SecTeer to generally improve the Software. It is for SecTeer to determine which functionalities meet this requirement. Such changes in the functionality of the Software will in no way restrict or alter the Customer’s obligations to SecTeer, and the Customer will not become entitled to claim any remedies for breach against SecTeer as a result of such changes.
10.4 SecTeer shall in writing notify the Customer about any Improvements and/or changes to the Software (“Notification”) not less than 1 month prior to the final release date of such Improvement and/or change (the period from the date of the Notification till the final release date is referred to as the “Notification Period”).
11. Fees and payment terms
11.1 The Customer shall pay SecTeer the fees as set forth in the Offer (“Subscription Fees”).
11.2 The Customer shall pay SecTeer all amounts under this Agreement in accordance with the payment terms as set out in the Offer and/or on the invoice issued by SecTeer.
11.3 If SecTeer has not received payment for any amounts on the due date, in addition to all other remedies that may be available, SecTeer may (i) suspend Support Services for the Software with immediate effect, and/or (ii) suspend or revoke its grant of the License.
11.4 Any amounts and fees under this Agreement are exclusive of any applicable taxes, VAT, duties, and tariffs. All paid amounts are non-refundable and non-cancellable and shall be paid without any deduction or tax withholding.
11.5 All payments shall be in Danish kroner (DKK), unless otherwise explicitly stated in the Offer.
11.6 SecTeer shall be entitled to charge interest on overdue amounts at a rate according to the Danish Interest Act.
11.7 The Customer must notify SecTeer in writing of any disputed invoice charge within 30 days of the receipt of the invoice, otherwise the invoice shall be deemed valid.
12. Limitation of liability
12.1 The Software is licensed on an “as is” basis without warranties of any kind.
12.2 SecTeer shall not be liable for and the Customer is not entitled to claim damages and/or compensation for any special, indirect, incidental or consequential losses or damages, including, but not limited to, product liability, operating losses, lost profits, lost revenue, interest losses, lost data, losses related to product recall, costs of restoring or re-establishing data arising out of or in connection with the Agreement; and/or the use or Subscription, whether such liability arises from any claim based upon contract, warranty, tort, negligence, Software liability or otherwise, and whether or not SecTeer has been advised of the possibility of such loss or damage.
12.3 SecTeer shall not be liable in any way for any public and/or private claims, damages and/or losses relating to collection, processing and/or storage of data, including breach of applicable data regulations or private contractual terms, in the Software carried out for or on behalf of the Customer.
12.4 SecTeer is only liable for direct losses and defects that are directly linked and attributed to the Subscription. SecTeer’s total liability under thee Agreement is limited to and cannot exceed the amount equal to the Subscription Fees for the Subscription Term, in which the claim first arose.
12.5 In the event of a defect in the Subscription, SecTeer has the right of 2 remedy attempts with a reasonable deadline for remedy, with the consequence that the Customer during the remediation period cannot initiate other default rights nor make other claims. SecTeer is not entitled to charge extra fees for remedial work.
12.6 This Clause 12 sets forth the entire allocation of risk as between the Parties.
13. Intellectual property rights
13.1 SecTeer and its licensors, if any, own all worldwide right, title, and interest in and to all or any portion of the Software and in any tools, specifications, ideas, concepts, know-how, processes, techniques, Improvements, enhancements, updates etc. related to the Software and/or SecTeer’s business.
13.2 The Customer will not delete, alter, or obscure the copyright, trademark, or other proprietary rights notices appearing on the Software.
13.3 The Software is provided under a license. This Agreement does not constitute a sale to and does not convey to the Customer any rights of ownership in or related to the Software or any other intellectual property rights owned by SecTeer or its licensors, if any.
14. Confidentiality
14.1 “Confidential Information” means: (i) the Software; (ii) data of the Customer provided into and/or registered in the Software; (iii) each Party’s trade secrets and non-public business or technical information, including but not limited to any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, or know-how; and (iv) the terms, conditions and pricing of this Agreement.
14.2 Confidential Information does not include information that is disclosed with the prior written approval of both Parties.
14.3 During the term of the Agreement, and for an indefinite period after any termination of the Agreement, all Confidential Information shall be held in strict confidence, and each Party will not use the other Party's Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement and only subject to binding use and disclosure restrictions at least as protective as those set forth herein.
14.4 Each Party may disclose Confidential Information (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing Party gives reasonable notice to the other Party to contest such order or requirement; and/or (ii) on a confidential basis to legal or financial advisors.
14.5 In any event, each Party shall be responsible for any breach of this Clause 14 by any of its agents, employees, and advisors.
15. Term and termination
15.1 The Agreement enters into force upon the Customer’s approval of the Offer in accordance with Clause 3.
15.2 The Agreement shall remain in effect, until it has been terminated by either Party in accordance with the terms of this Agreement.
15.3 Each Party shall have the right to terminate this Agreement if the other Party breaches any material term of this Agreement.
15.4 The Customer shall have the right to terminate this Agreement in whole or in part by giving SecTeer a written notice of 3 months prior to the end of a Subscription Term, in which case the termination takes effect at the end of said Subscription Term.
15.4.1 SecTeer shall have the right to terminate this Agreement in whole or in part by giving the Customer a written notice of 1 month prior to the end of a Subscription Term, in which case the termination takes effect at the end of said Subscription Term.
15.5 Consequences of termination
15.5.1 Upon any termination of the Agreement:
- The Customer shall promptly cease using the Software, and cease giving Users access to the Software and shall provide SecTeer with an officer's written certification, certifying to the Customer's compliance with the foregoing.
15.5.2 Unless otherwise agreed in writing, SecTeer shall have no obligation to forward any data or other data generated as a result of the Customer’s use of the Software.
15.5.3 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
15.5.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall survive any termination of this Agreement and shall apply and remain in full force and effect accordingly.
16. Personal data
16.1 The Customer owns all data processed with the Software under the Customer’s accounts. The Customer shall have the sole responsibility for the integrity, legality and appropriateness of the data and the processing of the data, including entering into any data processing agreement, if required by law.
16.2 SecTeer shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the data.
17. Audit rights
17.1 SecTeer may request, and the Customer shall provide, certification of compliance with the terms of the scope of the licenses granted under the Agreement at any time.
18. Transfer of agreement
18.1 Neither Party shall have the right to assign the Agreement, in whole or in part, without the other Party’s prior written consent. Any attempt to assign the Agreement without such consent shall be null and void.
18.2 Regardless of Clause 18.1, SecTeer shall be entitled to transfer all rights and obligations under the Agreement to a third party in so far this is part of a whole or partial business transfer. This also includes the right to execute any restructuring of the business and dividing the business.
19. Invalidity
19.1 If any provision of the Agreement is declared invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. The Parties undertake to negotiate in good faith for the replacement of such provision with a valid and enforceable provision.
20. Force majeure
20.1 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
21. Marketing
21.1 SecTeer is entitled to use the Customer’s trademark, name and logo as marketing reference and in SecTeer’s marketing material, provided it is without any obligations of the Customer. Notwithstanding, SecTeer shall obtain the Customer’s prior written consent to quote any of the Customer’s statements in advertising materials, case study reports, brochures, video clips or other similar materials.
21.2 When accepting the Offer, the Customer agrees that SecTeer is entitled to contact the Customer by e-mail with information about new products, enhancement of existing products, and newsletters regarding products from SecTeer. If the Customer does not wish to receive the aforementioned information, the Customer can unsubscribe via the e-mail sent to the Customer after the acceptance of the Offer.
22. Waiver
22.1 No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
23. Amendments
23.1 Any waiver, modification, or amendment of any provision of the Agreement will be effective only if in writing and signed by duly authorized representatives of the Parties.
24. Governing law and arbitration
24.1 The Agreement shall be governed by and construed in accordance with Danish law, disregarding any choice of laws and other international laws.
24.2 Any disputes regarding this Agreement shall be settled by simplified arbitration administrated by the Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The language of the arbitration shall be English, unless the Parties agree otherwise. The place of the arbitration shall be in Copenhagen.
25. Definitions
25.1 All capitalized terms used in the Agreement but not otherwise defined in the Agreement shall have the meanings ascribed to them in this Clause:
25.2 “Extended Service Levels” mean that SecTeer will provide Support Services for an Unsupported Version duly licensed and, with SecTeer’s prior written consent, in use by the Customer as if such Software were on a currently supported release of the Software provided, however, that (i) the Extended Support Services shall be limited to Severity Levels S1 (Critical) only.
25.3 “Host” means the server, machine, laptop, or similar hardware, in which the Software is installed on.
25.4 “Site” means a sub-account/separate account within the main account enables the segmentation of hosts based on regions, catering to different customers and other related purposes.
25.5 “Improvements” mean all improvements, updates, enhancements, error corrections, release notes, upgrades and changes to the Software and published User documentation, as developed by SecTeer and made generally available to other Customers who have substantially similar licensed software.
25.6 "MSP” means a managed service provider.
25.7 "Third Party” means all other parties than SecTeer and the Customer.
25.8 “User” means any natural person authorised by SecTeer or the Customer to use the Software.
25.9 “Version” means a release of a Software product that contains major changes in Software product functionality, code, or compatibility.