End User Software License Agreement
Effective: 11/4/26
This End User Software License Agreement (“the Agreement”) is between ThreatCaptain, Inc., a Delaware corporation with its principal place of business at 25 Goldsmith St, Greenville, SC 29609 (“ThreatCaptain” or “Licensor”), and the customer that accepts it (“You”). You accept this Agreement by signing or electronically accepting an Order that references it, by affirmatively accepting it when registering an account, or by accessing or using the Software after being presented with a conspicuous notice that doing so constitutes acceptance of this Agreement. If You accept this Agreement on behalf of a company or other legal entity, You represent that You have the power and authority to bind that entity, and “You” and “Your” refer to that entity. If You do not have that authority, or do not agree to this Agreement, do not accept it or use the Software.
This Agreement takes effect on the date You accept it (“the Effective Date”). Activation of an account or provision of access to the Software does not by itself constitute acceptance.
I. Definitions
II. Grant of License
III. Your Responsibilities & Compliance with Laws
IV. Assignment
V. Prohibition on Modification, Translation & Other Acts
VI. Ownership, Data & Feedback
VII. Confidentiality
VIII. Term, Suspension & Termination
IX. Governing Law & Jurisdiction
X. Limitations of Liability & Disclaimer
XI. Indemnification
XII. Data Processing Terms, Privacy Policy & Website Terms
XIII. Miscellaneous
I. Definitions
1. “Activity” means any interaction by any person or system with the Software or related systems under Your User Accounts, whether direct or indirect, automated or manual.
2. “Aggregated Data” means data derived from Customer Data or Usage Data that has been aggregated and/or de-identified so that it does not identify, and is not reasonably linkable to, You, Your Authorized Users, Your clients or prospects, or any individual.
3. “Authorized User” means an employee or contractor of Yours (and, where an Order permits, of Your affiliates or of other entities identified in the Order) whom You authorize to use the Software under Your User Accounts.
4. “Customer Data” means data and content submitted to or imported into the Software by or on behalf of You or Your Authorized Users, including data imported from Your third-party systems, and the content the Software generates from that data for You (“Outputs”).
5. “Customer Personal Data” has the meaning given in the DPT.
6. “Documentation” means the user guides, help materials, and technical specifications for the Software that ThreatCaptain makes available to You, as updated from time to time. Marketing and promotional materials, including content on ThreatCaptain’s public website, are not Documentation.
7. “DPT” means ThreatCaptain’s Data Processing Terms, published at https://dpt.threatcaptain.com, which form part of this Agreement.
8. “Order” means a signed agreement, order form, quote accepted by ThreatCaptain, or online checkout that identifies the Software, the subscription plan and quantities, the fees, and the Subscription Term. A negotiated agreement signed by You and ThreatCaptain is an Order.
9. “Privacy Policy” means ThreatCaptain’s Privacy Policy published on its website, which describes ThreatCaptain’s practices for personal information that it processes for its own purposes. The Privacy Policy is a notice and is not part of this Agreement.
10. “Software” means ThreatCaptain’s software, platform, and related hosted services made available to You under an Order or as Trial Access, including the Anchor, First Mate, and Admiral suites, together with any updates ThreatCaptain makes generally available.
11. “Subscription Term” means the subscription period stated in the applicable Order, including any renewal; if no period is stated, successive one-month periods until cancelled under Article VIII.
12. “Usage Data” means data generated by or about access to and operation of the Software, such as usage metrics, feature and workflow activity, configuration and performance information, and technical logs, excluding the content of Customer Data.
13. “User Account” means an online account created by or for You or an Authorized User to access the Software.
14. “Website Terms” means ThreatCaptain’s Website Terms & Conditions governing use of its public website at www.threatcaptain.com.
15. “You” and “Your” mean the licensee that accepts this Agreement, as described above.
II. Grant of License
1. Limited License. Subject to this Agreement and payment of the fees stated in the applicable Order, ThreatCaptain grants You a limited, non-exclusive, non-transferable, and non-sublicensable license during the Subscription Term for Your Authorized Users to access and use the Software and Documentation for Your internal business purposes, including preparing Outputs and delivering them to Your clients and prospects in the ordinary course of Your business, within the scope, quantities, and allowances stated in the Order and in accordance with the Documentation. You may not give any person other than Your Authorized Users access to the Software, including through a client portal, unless an Order expressly permits it.
2. Prohibitions. You may not lease, rent, distribute, sublicense, sell, or otherwise transfer the Software, the Documentation, or any rights in them. You may not copy or modify the Software or Documentation without ThreatCaptain’s express prior written consent.
3. Trial and Not-For-Resale Access. ThreatCaptain may, in its discretion, provide time-limited trial or not-for-resale access to the Software (“Trial Access”) solely for internal evaluation and testing, internal demonstration and training for Your own personnel, and limited internal business use as a first use case as guided by ThreatCaptain. Trial Access may not be used for client-facing or revenue-generating activities, including reselling the Software, charging Your clients for reports generated by the Software, or managing Your clients’ assets, which require a paid subscription. Trial Access lasts for the period specified at activation, and ThreatCaptain may modify or end it at any time. TRIAL ACCESS IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. ARTICLE X APPLIES TO TRIAL ACCESS, EXCEPT THAT THREATCAPTAIN’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO TRIAL ACCESS, OTHER THAN FOR EXCLUDED CLAIMS, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). The DPT applies to any Customer Personal Data processed during Trial Access.
4. Reservation of Rights. All rights not expressly granted in this Agreement are reserved to ThreatCaptain. No right is granted to source code.
III. Your Responsibilities & Compliance with Laws
1. User Accounts and Activity. You are responsible for Your Authorized Users and for all Activity under Your User Accounts, except to the extent the Activity results from ThreatCaptain’s breach of this Agreement or the DPT. You remain responsible to the extent Activity results from the acts or omissions of You or Your Authorized Users or from credentials, devices, or systems under Your control. You shall keep passwords, security questions, and other login information confidential; shall not permit credentials to be shared; and shall notify ThreatCaptain promptly of any unauthorized access or use.
2. Compliance with Laws. You, and all Activity under Your User Accounts, shall comply with all applicable laws and regulations, including those governing data privacy, data protection, confidentiality, electronic communications, and the transmission of technical and personal data. ThreatCaptain is not liable for any violation of those laws caused by Activity under Your User Accounts or by Your instructions, except to the extent caused by ThreatCaptain’s breach of this Agreement or the DPT.
3. Authority over Customer Data. You are responsible for the accuracy and lawfulness of Customer Data and for obtaining all rights, notices, permissions, and consents necessary for ThreatCaptain to process it as contemplated by this Agreement and the DPT, including data imported from Your third-party systems. You shall not submit the categories of restricted data described in Section 5 of the DPT unless separately authorized in writing.
4. Acceptable Use. You shall use the Software only for lawful purposes and in a way that does not infringe the rights of others or compromise the security, integrity, or availability of the Software. Communications with ThreatCaptain and other users through the Software shall be civil and free from abusive, harassing, defamatory, or threatening content.
5. Payment. You shall pay all fees stated in each Order. Unless the Order states otherwise, invoices are due within thirty (30) days after the invoice date, fees exclude taxes, and You are responsible for all sales, use, VAT, and similar taxes other than taxes on ThreatCaptain’s net income. If You dispute an invoice in good faith, You shall notify ThreatCaptain in writing before its due date, describing the disputed amount and its basis, and pay the undisputed portion when due.
6. Third-Party Systems. If You connect the Software to Your third-party systems, such as a customer relationship management or professional services automation system, You authorize ThreatCaptain to access those systems using the credentials, keys, or permissions You provide and to exchange data with them as necessary to provide the integration You configure or request. You are responsible for obtaining any permissions required under Your agreements with the providers of those systems and for complying with their terms. Those systems are not part of the Software, and ThreatCaptain is not responsible for their availability, security, or operation, or for changes their providers make that affect an integration, except to the extent caused by ThreatCaptain’s breach of this Agreement or the DPT. ThreatCaptain’s processing of Customer Personal Data obtained through an integration remains governed by the DPT.
7. Outputs and Your Clients. Outputs, including financial-impact estimates, assessments, recommendations, and proposals, may be generated with the assistance of automated or artificial-intelligence features and depend on the data and assumptions supplied. You are responsible for reviewing Outputs before relying on them or delivering them to Your clients or prospects, and for the services, advice, pricing, and representations You provide to Your clients and prospects, whether or not based on Outputs. ThreatCaptain is not a party to Your relationships with Your clients and prospects.
IV. Assignment
You may not assign or transfer this Agreement or the Software without ThreatCaptain’s prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of Your assets or business to which this Agreement relates, on written notice to ThreatCaptain, provided that the successor assumes this Agreement in writing and is not a competitor of ThreatCaptain. ThreatCaptain may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business. Any other attempted assignment is void.
V. Prohibition on Modification, Translation & Other Acts
1. Prohibitions Related to Software. You shall not, and shall not permit, authorize, or assist (directly or indirectly) any other person or entity to:
a. modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying structure, algorithms, ideas, or know-how of the Software, in whole or in part, except to the extent that such activities are expressly permitted by applicable law;
b. create any derivative works based on the Software;
c. remove, alter, or obscure any proprietary notices, labels, or marks contained in or on the Software; and/or,
d. benchmark, test, or analyze the performance or functionality of the Software in order to develop, market, or assist competing products or services; publish the results of any benchmark or performance test of the Software without ThreatCaptain’s prior written consent; or use the Software to develop competing products or services. This Section V.1(d) does not restrict assessments, comparisons, reporting, or other analysis that You perform using the Software for Your business or for Your clients and prospects.
2. Prohibitions Related to Documentation. You shall not, and shall not permit, authorize, or assist (directly or indirectly) any other person or entity to:
a. modify, alter, or copy the Documentation, except for reasonable internal use by Authorized Users;
b. create derivative works of the Documentation;
c. remove, alter, or obscure any proprietary notices, labels, or marks contained in or on the Documentation; and/or,
d. use the Documentation to develop, market, or assist competing products or services.
VI. Ownership, Data & Feedback
1. ThreatCaptain Ownership. ThreatCaptain owns and retains all right, title, and interest, including all intellectual property rights, in the Software, the Documentation, and all copies, configurations, modifications, integrations, workflows, templates, reports, models, and derivative works of them, whether or not developed at Your request or for Your use, but excluding Customer Data. No such materials are “work made for hire” for You. To the extent Outputs incorporate ThreatCaptain templates, report formats, or other ThreatCaptain materials, ThreatCaptain grants You a non-exclusive, perpetual, royalty-free license to use, reproduce, and distribute those materials as part of the Outputs for Your business purposes, including delivery to Your clients and prospects. This license does not permit You to use those materials apart from the Outputs or to develop competing products or services.
2. No Implied Rights. Nothing in this Agreement grants You any right in the Software or Documentation other than as expressly stated in this Agreement. The Software and Documentation are protected by intellectual property laws and international treaties, and unauthorized use or copying may result in claims for damages or criminal penalties.
3. Customer Data. As between You and ThreatCaptain, You own Customer Data. You grant ThreatCaptain a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, and support the Software, perform this Agreement, exercise its rights under Section VI.4, and comply with law. ThreatCaptain’s processing of Customer Personal Data is governed by the DPT. ThreatCaptain will not sell Customer Data or use Customer Personal Data to train or fine-tune general-purpose or shared artificial intelligence models.
4. Usage Data and Aggregated Data. ThreatCaptain may collect Usage Data and create Aggregated Data. During and after the Subscription Term, ThreatCaptain may use Usage Data to operate, secure, support, maintain, and improve the Software and its other products and services, and may use Aggregated Data for those purposes, to develop new products and services, and for industry benchmarking. ThreatCaptain will not disclose Usage Data or Aggregated Data in a form that identifies, or is reasonably linkable to, You, Your Authorized Users, Your clients or prospects, or any individual. Usage Data that identifies or is reasonably linkable to an individual is Customer Personal Data, and ThreatCaptain will use it, and any information derived from Customer Personal Data, only as Section 4 of the DPT permits, including its purpose limits, log-retention conditions, and safeguards against re-identification. This Section is the permission referred to in Section 4 of the DPT.
5. Feedback. If You or Your Authorized Users provide suggestions, enhancement requests, recommendations, or other feedback about the Software, You grant ThreatCaptain a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use and exploit that feedback for any purpose, without obligation or attribution. This license does not authorize disclosure of Customer Data or Your Confidential Information.
6. Return and Deletion. During the Subscription Term and for thirty (30) days after it ends, You may export Customer Data using the Software’s standard export functionality and, for Customer Personal Data, instruct ThreatCaptain to return or delete it in accordance with Section 11 of the DPT. ThreatCaptain will return and delete Customer Personal Data within the periods stated in Section 11 of the DPT, and may delete other Customer Data after that thirty (30) day period in accordance with its standard retention practices. Copies in backups, copies ThreatCaptain is required by law to retain, and security and audit logs retained as permitted by Section 4 of the DPT are handled as the DPT provides and remain protected under this Agreement and the DPT. Mandatory return and deletion rights under the DPT do not depend on payment. Additional transition assistance is available at ThreatCaptain’s then-current rates.
7. ThreatCaptain-Provided Data. The Software may make available business contact information, prospect and company records, enrichment of records, benchmarks, and other data that ThreatCaptain or its licensors supply, rather than data submitted by or on behalf of You (“ThreatCaptain-Provided Data”). As between You and ThreatCaptain, ThreatCaptain or its licensors own ThreatCaptain-Provided Data. During the Subscription Term, and within any allowances stated in the Order, ThreatCaptain grants You a non-exclusive, non-transferable license for Your Authorized Users to use ThreatCaptain-Provided Data for Your internal business purposes, including identifying, contacting, and serving prospects and clients and preparing Outputs. You shall not, and shall not permit any other person to: (a) sell, resell, license, or otherwise make ThreatCaptain-Provided Data available to any third party as a data set, except as incorporated in Outputs delivered as permitted by Section II.1; (b) use it to build or supplement a database, list, or service that competes with the Software; (c) use it in violation of applicable law, including marketing, anti-spam, telemarketing, and privacy laws; or (d) use it as a factor in determining any individual’s eligibility for employment, credit, insurance, housing, or similar purposes. You are responsible for Your use of ThreatCaptain-Provided Data, including honoring opt-out and similar requests that You receive. ThreatCaptain may update, correct, or remove ThreatCaptain-Provided Data, including to honor an individual’s request or comply with law. If ThreatCaptain notifies You that a record must be removed or deleted for a legal reason, You shall stop using it and delete it from Your records in the Software and from any other copies You control, except to the extent You obtained the same information independently or are otherwise permitted by law to retain it. To the extent ThreatCaptain-Provided Data includes personal information that ThreatCaptain sells or shares with You within the meaning of applicable state privacy laws, You shall: (i) use it only for the limited and specified purposes permitted by this Section; (ii) comply with Your applicable obligations under those laws and provide it the same level of privacy protection those laws require; (iii) permit ThreatCaptain to take reasonable and appropriate steps to ensure that Your use is consistent with this Section and those laws and, upon notice, to stop and remediate unauthorized use; and (iv) notify ThreatCaptain promptly if You determine that You can no longer meet Your obligations under those laws. THREATCAPTAIN-PROVIDED DATA IS PROVIDED “AS IS,” AND THREATCAPTAIN DOES NOT WARRANT THAT IT IS ACCURATE, COMPLETE, OR CURRENT. When ThreatCaptain-Provided Data is saved to Your records in the Software or incorporated into Outputs, it is treated as Customer Data for purposes of ThreatCaptain’s obligations under this Agreement and the DPT, without transferring ownership of the underlying ThreatCaptain-Provided Data or relieving You of the restrictions in this Section. After the Subscription Term ends, You may continue to use, subject to this Section, ThreatCaptain-Provided Data that You saved to Your records or incorporated into Outputs during the Subscription Term.
VII. Confidentiality
1. Confidential Information. “Confidential Information” means non-public business, technical, security, or financial information disclosed by one party to the other in connection with this Agreement that is marked or identified as confidential or that a reasonable person would understand to be confidential. ThreatCaptain’s Confidential Information includes non-public information about the Software, its pricing, and its security documentation; Your Confidential Information includes Customer Data. Confidential Information does not include information that is or becomes public without breach of this Article, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser’s Confidential Information, or is rightfully received from a third party without a duty of confidentiality.
2. Obligations. The recipient shall use the discloser’s Confidential Information only to perform its obligations and exercise its rights under this Agreement; shall protect it with at least reasonable care; and shall disclose it only to its and its affiliates’ employees, contractors, auditors, and professional advisors who need to know it for those purposes and are bound by confidentiality obligations no less protective than this Article. A party compelled by law to disclose Confidential Information shall, where legally permitted, give the discloser prompt notice and disclose only what is legally required. These obligations continue for five (5) years after this Agreement ends; as to trade secrets, for so long as they remain trade secrets; and, as to Customer Data, for so long as ThreatCaptain or anyone acting on its behalf retains it. The DPT controls over this Article as to Customer Personal Data.
VIII. Term, Suspension & Termination
1. Subscription Term and Renewal. This Agreement continues for as long as any Subscription Term is in effect. Each Subscription Term renews as stated in the applicable Order. If an Order does not address renewal, the Subscription Term renews automatically for successive periods equal to the initial period unless either party gives notice of non-renewal before the current period ends, at ThreatCaptain’s then-current published prices, of which ThreatCaptain will give at least thirty (30) days’ notice before any increase takes effect.
2. Suspension. ThreatCaptain may suspend access to the Software (i) if any undisputed amount remains unpaid ten (10) days after ThreatCaptain gives written notice of nonpayment, or (ii) to the extent reasonably necessary to address a security threat or incident, use in violation of Article III or V, or a requirement of law. ThreatCaptain will limit any suspension in scope and duration to what is reasonably necessary, give notice (in advance where practicable), and restore access promptly once the cause is resolved. Suspension does not relieve You of payment obligations.
3. Termination for Breach. Either party may terminate this Agreement or an affected Order by written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice describing it, or within ten (10) days for nonpayment of undisputed amounts. ThreatCaptain may terminate immediately on written notice for a material breach of Article V that is willful or cannot reasonably be cured, or for use of the Software that threatens its security or integrity and cannot reasonably be cured.
4. Effect of Termination. When a Subscription Term ends, the license in Section II.1 ends, accrued fees remain payable, and Section VI.6 applies. Fees are nonrefundable except as stated in an Order or in Section 7 of the DPT, or upon Your termination for ThreatCaptain’s uncured material breach, in which case ThreatCaptain will refund prepaid fees for the period after termination.
IX. Governing Law & Jurisdiction
1. South Carolina Law. The laws of the State of South Carolina govern this Agreement, without regard to choice-of-law or conflict-of-law principles, unless an Order provides otherwise.
2. Jurisdiction and Venue. Each party submits to the personal jurisdiction of the state and federal courts located in Greenville County, South Carolina, which shall be the exclusive venue for any action arising under or related to this Agreement, and waives any objection based on forum non conveniens or improper venue, unless an Order provides otherwise.
X. Limitations of Liability & Disclaimer
1. Exclusion of Certain Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE (OTHER THAN FEES PAYABLE UNDER THIS AGREEMENT), LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING UNDER OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO THREATCAPTAIN UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. Excluded Claims. “Excluded Claims” means: (i) Your obligations to pay fees and other amounts due; (ii) Your indemnification obligations under Article XI; (iii) infringement or misappropriation of ThreatCaptain’s intellectual property by You or Your Authorized Users, or any of the following by You or Your Authorized Users in violation of this Agreement: resale or sublicensing of the Software; making ThreatCaptain-Provided Data available to third parties as a data set in violation of Section VI.7; knowingly providing access to the Software to persons not authorized under this Agreement; reverse engineering or other attempts to derive the source code of the Software, other than as permitted by Section V.1(a); circumventing security or usage controls of the Software; or using the Software or Documentation to develop competing products or services; (iv) a party’s fraud or willful misconduct; and (v) liability that cannot be limited under applicable law, including liability for death or personal injury caused by gross negligence or recklessness where the law so provides.
4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN AN ORDER OR THE DPT, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THREATCAPTAIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Outputs of the Software, including financial-impact estimates and proposals, depend on the data and assumptions supplied and are not guarantees of any result.
5. Allocation of Risk. The limitations in this Article reflect an allocation of risk on which ThreatCaptain’s fees are based and apply even if a limited remedy fails of its essential purpose.
XI. Indemnification
1. Your Indemnity. You shall indemnify, defend, and hold harmless ThreatCaptain and its agents, employees, owners, managers, representatives, suppliers, and resellers from and against all liabilities, costs, damages, and expenses (including settlement costs, court costs, and reasonable attorneys’ fees) arising out of any third-party claim that results from: (i) Your or Your Authorized Users’ use of the Software, Documentation, or ThreatCaptain-Provided Data in breach of this Agreement or applicable law; (ii) Customer Data, including any claim that its collection, provision, or processing in accordance with Your instructions violates applicable law or the rights of a third party; (iii) Your breach of any representation, warranty, or obligation under this Agreement; or (iv) any claim by Your clients or prospects arising from Outputs You deliver to them or from services, advice, pricing, or representations You provide to them; except, in each case, to the extent the claim results from ThreatCaptain’s breach of this Agreement or the DPT, or from the negligence or willful misconduct of the person seeking indemnification.
2. Procedure. ThreatCaptain shall give You prompt written notice of any claim subject to indemnification (although delay relieves You only to the extent of resulting prejudice). You shall control the defense and settlement of the claim with counsel reasonably acceptable to ThreatCaptain, and ThreatCaptain will reasonably cooperate at Your expense. If You do not promptly assume the defense, ThreatCaptain may defend the claim itself, and You shall reimburse its reasonable costs of doing so. You may not settle a claim without ThreatCaptain’s prior written consent unless the settlement unconditionally releases ThreatCaptain and the other indemnified persons, contains no admission of fault by any of them, and imposes no payment or other obligation on any of them. ThreatCaptain may participate in the defense at its own expense and with counsel of its choosing, without limiting Your obligation to defend.
3. Notice of Claims. If You learn of any suit, claim, or cause of action against ThreatCaptain (or its agents, employees, owners, managers, representatives, suppliers, or resellers) arising from or related to Your use of the Software or Documentation, You shall promptly notify ThreatCaptain in writing.
XII. Data Processing Terms, Privacy Policy & Website Terms
1. Data Processing Terms. The DPT is incorporated into and forms part of this Agreement. It governs ThreatCaptain’s processing of Customer Personal Data and controls over this Agreement to the extent stated in Section 14 of the DPT.
2. Privacy Policy. The Privacy Policy describes ThreatCaptain’s practices for personal information that it processes for its own purposes, such as account administration, billing, communications with You, website operation, and marketing. It is a notice, is not part of this Agreement, and creates no contractual rights or obligations between You and ThreatCaptain. It does not govern Customer Data or Customer Personal Data, including Usage Data that is Customer Personal Data, and does not authorize any use of Customer Data beyond this Agreement and the DPT.
3. Website Terms. The Website Terms govern only use of ThreatCaptain’s public website. They do not govern the Software, and this Agreement controls over them in any conflict.
XIII. Miscellaneous
1. Order of Precedence. In the event of a conflict, the following order applies: (i) mandatory law; (ii) the DPT, as to Customer Personal Data, to the extent stated in its Section 14; (iii) a negotiated Order signed by both parties, to the extent it expressly addresses the matter; (iv) this Agreement; (v) any other Order; and (vi) the Website Terms. Terms in any purchase order or similar document You provide that add to or conflict with this Agreement are rejected and have no effect.
2. Changes to this Agreement. ThreatCaptain may update this Agreement by publishing a revised version with a new effective date. A revised version applies to new Orders when published. For a Subscription Term already in effect, a revised version takes effect at the start of the first renewal term that begins at least thirty (30) days after ThreatCaptain gives You notice of any material change, unless the change is reasonably necessary to comply with law or to address a material security risk, in which case it takes effect upon notice to You, but only to the extent and for the period reasonably necessary for that purpose. No change taking effect upon notice may increase fees or modify Article X or XI. No revised version amends a negotiated Order signed by both parties unless that Order so provides or the parties sign an amendment. Changes to the DPT are governed by Section 14 of the DPT. The Privacy Policy and the Website Terms are updated as provided in those documents, and no change to either of them amends this Agreement.
3. Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, labor disputes, war, terrorism, civil disturbances, government actions, power failures, and failures of the internet, hosting, or telecommunications networks. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
4. Protection of Intellectual Property. If ThreatCaptain prevails in litigation against You on a claim described in Section X.3(iii), You shall reimburse ThreatCaptain’s legal expenses incurred in that litigation, including attorneys’ fees, costs of litigation, and expert witness fees, in addition to any other relief to which ThreatCaptain is entitled.
5. Notices. Notices to ThreatCaptain shall be sent by mail or courier to ThreatCaptain, Inc., Attn: Legal, 25 Goldsmith St., Greenville, SC 29609, and are effective on delivery; a courtesy copy should also be sent by email to support@threatcaptain.com. Notices to You may be sent to the email address associated with Your account or stated in an Order and are effective when sent, unless the sender receives notice that delivery failed. Privacy and security notices under the DPT may be delivered electronically as provided in the DPT.
6. Entire Agreement. This Agreement, together with each Order and the DPT, is the entire agreement between You and ThreatCaptain regarding its subject matter and supersedes all prior or contemporaneous understandings regarding that subject matter. The Privacy Policy and the Website Terms are not part of this Agreement. Except as provided in Section XIII.2, amendments must be in writing and signed by authorized representatives of both parties.
7. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be enforced to the maximum extent permitted, and the remaining provisions shall continue in full force and effect.
8. Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship.
9. Survival. The following provisions survive the termination or expiration of this Agreement: Article I; Section II.2; Sections III.2, III.3, III.5, and III.7; Articles IV through VII; Section VIII.4; and Articles IX through XIII.