1. Acceptance and Binding Agreement

By accessing or using Securista's services (the "Services"), you agree to these Terms of Service. Continued use constitutes irrevocable acceptance, even if updates occur post-initial agreement. For enterprise clients, precedence is given to separately negotiated contracts, but absent such agreements, these Terms govern all interactions. Users acting on behalf of organizations warrant authority to bind their entities to these Terms.

1.1 Modifications and Notifications

We reserve the right to update these Terms unilaterally at our sole discretion, with material changes communicated via platform notifications or email. Non-material adjustments may take effect immediately, while significant revisions (e.g., arbitration clauses, pricing) require 30 days' notice. Continued use after updates constitutes acceptance.

2. Defined Terms and Service Scope

2.1 Core Definitions

• Services: Encompass threat intelligence platforms, dark web monitoring, credential breach detection, and related cybersecurity tools.
• User Content: Data, text, or materials uploaded/stored through the Services, excluding pre-existing intellectual property.
• Emergency Security Issue: Any activity disrupting service availability or unauthorized third-party access via compromised user credentials.

2.2 License Grants

Subject to compliance, we grant a revocable, non-exclusive, non-transferable license to access Services for internal business purposes only. Trial versions restrict usage to evaluation without commercial application and expire automatically. API integrations require explicit written consent, which may be revoked at any time at our sole discretion without notice.

3. User Obligations and Account Management

3.1 Acceptable Use

Services must not facilitate illegal activities, including hacking, phishing, or distributing malware. Automated scraping of platform data without prior authorization is prohibited. Users bear full responsibility for activities conducted under their accounts, including credential misuse. Users must comply with all applicable export control laws and regulations.

3.2 Account Security

Enterprise clients must implement multi-factor authentication (MFA) for all administrator accounts. Notification of credential compromises should be made promptly, with failure to report constituting a material breach. SMEs are encouraged but not mandated to adopt MFA unless specified in service-level agreements.

3.3 Trial Version Compliance

Trial users who violate evaluation-only restrictions face immediate termination and may be liable for full commercial pricing for unauthorized usage during the trial period.

4. User Indemnification

You agree to indemnify, defend, and hold harmless [Your Company Name], its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party; (d) your User Content; or (e) any activity under your account.

5. Intellectual Property and Data Rights

5.1 Ownership Structure

All platform code, algorithms, and threat indicators remain our exclusive property. User-generated content (e.g., custom threat lists) grants us a worldwide, royalty-free license for service operation and improvement.

5.2 Restrictions

Reverse engineering, decompiling, or creating derivative works from Services is expressly forbidden. Dark web data provided through subscriptions may not be resold or repackaged without written consent.

6. Financial Terms and Billing

6.1 Subscription Models

Enterprise pricing scales with monitored user counts and data endpoints, requiring annual commitments. SME plans offer monthly billing with auto-renewal clauses; cancellations require 30 days' notice.

6.2 Refund Policy

All fees are non-refundable except at our sole discretion. Service credits may be provided for outages exceeding 72 consecutive hours, calculated pro-rata and applied only to future billing periods.

7. Liability Limitations and Disclaimers

7.1 Warranty Exclusion

Services are provided "as-is" without guarantees of completeness, accuracy, or availability. We disclaim responsibility for third-party integrations and downstream losses from false positives/negatives in threat detection.

7.2 Damages Cap

Aggregate liability for any claim is limited to the lesser of: (a) three months' subscription fees paid in the 12 months preceding the claim, or (b) $10,000 USD. Indirect damages (e.g., reputational harm, data breach fines, lost profits) are expressly excluded regardless of whether we were advised of their possibility.

8. Termination and Suspension

8.1 Breach Consequences

Material breaches trigger immediate service suspension at our sole discretion. SMEs receive 72-hour cure periods for payment failures; enterprises have 15 days for compliance remediation.

8.2 Post-Termination Obligations

All licensed rights terminate upon agreement cessation, requiring immediate data deletion from user systems. Users must provide written certification of deletion within 30 days of termination.

8.3 Survival

The following sections survive termination: Sections 4 (User Indemnification), 5 (Intellectual Property), 7 (Liability Limitations), 8.2 (Post-Termination Obligations), 9 (Dispute Resolution), 10 (Governing Law), and 12 (General Provisions).

9. Dispute Resolution Framework

9.1 Mandatory Arbitration

All claims must undergo binding arbitration under ICC rules, with proceedings confidential and located in [Your Jurisdiction]. Class actions and jury trials are waived.

9.2 Class Action Waivers

Users irrevocably waive the right to participate in class actions, collective arbitrations, or representative proceedings. Claims must be brought individually. For disputes under $10,000, parties may pursue claims in small claims courts within [Your Jurisdiction].

10. Governing Law and Jurisdiction

10.1 Applicable Law

These Terms are governed by the laws of [Your Jurisdiction], excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods.

10.2 Jurisdictional Venue

Non-arbitrable disputes must be filed exclusively in [Specify Court], with both parties consenting to personal jurisdiction.

11. Force Majeure

Performance failures due to circumstances beyond our reasonable control are excused, including but not limited to:

• Cybersecurity events and state-sponsored attacks
• Natural disasters and severe weather
• Regulatory actions, sanctions, or export controls
• Internet infrastructure failures or widespread connectivity issues
• Power grid failures or utility outages
• Supply chain disruptions
• Third-party service provider failures
• Acts of terrorism or civil unrest
• Pandemic or public health emergencies
• Key personnel unavailability due to illness or emergency

Notice of force majeure events will be provided when commercially reasonable.

12. General Provisions

12.1 Entire Agreement

These Terms supersede all prior agreements regarding the Services. Amendments require written consent from both parties, except for unilateral updates under Section 1.1.

12.2 Severability

If any clause is deemed unenforceable, remaining provisions remain valid. Courts may modify invalid clauses to approximate original intent while preserving our interests.

12.3 No Waiver

Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

12.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms without restriction.

12.5 Export Controls

Users acknowledge that Services may be subject to export control laws and agree to comply with all applicable regulations.

13. Contact Information

Legal Notices:
Email: legal@securita.com (responses within 15 business days)

Enterprise Support: Designated account managers handle communications via Secure Portal Link.