Last Updated November 9th, 2020
The website identified through the domain name hackermate.io, as well as other domain names that might be used in the future (hereinafter, the “Website”) is owned by HACKERMATE S.R.L., a company duly incorporated in accordance with the laws of the Kingdom of Spain, with address at Calle Bellaterra 40, 28042, Madrid and Spanish tax identification number B02687382, registered in the Commercial Registry of Madrid at Volume 41016, Sheet 41, Page M-727390 (Hereinafter, “HACKERMATE” or the “Company”) and contact e-mail address info@hackermate.io
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR OTHERWISE USING HACKERMATE SERVICES. BY CLICKING “I ACCEPT” OR OTHERWISE USING HACKERMATE SERVICES (AS DEFINED BELOW), YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, SUCH ENTITY MAY NOT USE HACKERMATE SERVICES AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE HACKERMATE SERVICES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO ACCESS, DOWNLOAD OR OTHERWISE USE HACKERMATE SERVICES. This Agreement is between HACKERMATE Sociedad de Responsabilidad Limitada (“HACKERMATE”) and you, the licensee of Hackermate Services (“you” or “your”). This Agreement is effective the earlier of the date that you sign or accept this Agreement, download Hackermate Services and the date that you begin using Hackermate Services (“Effective Date”). You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this Agreement; and (c) are not a person barred from using the HACKERMATE Services under the laws of any applicable jurisdiction. THE HACKERMATE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE HACKERMATE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.
“Agents” are distinct installations of HACKERMATE-branded agent software for a given billing account, each tied to a specific Organization in Your Environment and used in conjunction with the SaaS Platform.
“HACKERMATE Services” means any and all of the services, software and other offerings provided by HACKERMATE pursuant to this Agreement, including the SaaS Platform, Scanners and Agents, the offerings provided through https://www.HACKERMATE.io , any mobile applications and APIs provided by HACKERMATE, and all such services and software labeled as trial, preview or otherwise. HACKERMATE Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, sample data sets, and hardware devices as provided by HACKERMATE.
“Data” means the raw data you upload or submit to HACKERMATE and the resulting data from the processing of such raw data using the HACKERMATE Services.
“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to HACKERMATE related to the HACKERMATE Services.
“Internal Purposes” means internal business use within your systems, networks, and devices (“Your Environment”), to conduct scanning and monitoring of computer networks, as well as testing and evaluation of the HACKERMATE Services in order to provide Feedback. Such purposes also include use of HACKERMATE Services as part of services you provide to third party clients (“Clients”), to scan and monitor the computer networks of such Clients, so long as the product is not incorporated into your, a Client’s or other third-party’s, product or software.
“Live Asset” is a computer, device, or other system within a particular Organization that responds to network requests during the last scan of the specific network to which it belongs.
“Organization” is a distinct sub-entity within Your Environment or your Client’s environment, on which Agents will be deployed to scan and monitor the relevant computer networks. “SaaS Platform” means everything at https://www.hackermate.io and related services located in the domain and subdomains, including software, code, algorithms, hosted services, and web interfaces, except the downloadable Scanner.
“Scanner” means all discovery tools, software, scripts and code that are downloadable from the SaaS Platform or otherwise provided by HACKERMATE and used, either on a stand-alone basis or in conjunction with the SaaS Platform, to scan and monitor the systems, networks, and devices.
“User” is a distinct named user permitted by you to access the HACKERMATE Services defined by an email address and tied to a specific billing account. Users may have access to all Organizations within Your Environment or the applicable Client’s environment or be limited to accessing just one or more Organizations. You are responsible for all use of the HACKERMATE Services by Users.
Your use of HACKERMATE Services is subject to and governed by the terms and conditions in this Agreement. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, HACKERMATE grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the Term to use the HACKERMATE Services in a secure location, only for the Internal Purposes. You may only copy and download the number of Scanners and Agents set forth in your order or quote, as applicable (an “Order”), and use such Scanners and Agents solely as necessary to enable your permitted use of the HACKERMATE Services as set forth herein.
a. Restrictions. Except as expressly authorized in this Agreement or by HACKERMATE, you will not, and will not permit any third party to: (i) access or use HACKERMATE Services for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy HACKERMATE Services (except as required to run the HACKERMATE Services and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of the HACKERMATE Services; (iv) rent, lease, loan, resell, transfer, sublicense, display or distribute HACKERMATE Services to any third party; (v) use or offer any functionality of HACKERMATE Services on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the HACKERMATE Services, or “frame” or “mirror” the HACKERMATE Services on any other server, or wireless or Internet-based device; (vi) decompile, disassemble, translate or reverse-engineer the HACKERMATE Services or otherwise attempt to derive the HACKERMATE Services source code, algorithms, methods or techniques used or embodied in HACKERMATE Services; (vii) disclose to any third party the results of any benchmark tests or other evaluation of HACKERMATE Services, (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on HACKERMATE Services; (ix) interfere with or disrupt servers or networks connected to any website through which the HACKERMATE Services provided; (x) use the HACKERMATE Services to collect or store personal data about any person or entity; (xi) use HACKERMATE Services to build a similar or competitive product or service; or (xii) use HACKERMATE Services for any illegal, unauthorized or otherwise improper purposes.
b. Other Parties. Any employee, consultant, contractor, or agent hired to perform services for you may operate the HACKERMATE Services on your behalf solely under these terms and conditions, provided that: (i) you are responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; (ii) such use is only in connection with your Internal Purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (iv) you remain fully liable and responsible for any and all acts or omissions by such third parties related to this Agreement.
c. Immediate Termination. Any violation of this Section 3 by you shall be a material breach of this Agreement and HACKERMATE may immediately terminate this Agreement without notice.
a. Definition. “Confidential Information” means information that either: (i) is designated as confidential by the Discloser at the time of disclosure; or (ii) would reasonably be understood by the Recipient, given the nature of the information or the circumstances surrounding its disclosure, to be confidential, including without limitation, Discloser’s product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how disclosed by Discloser to Recipient, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date. Confidential Information of HACKERMATE also includes the HACKERMATE Services and the existence and terms and conditions of this Agreement.
b. Use of Confidential Information. A party which receives Confidential Information under this Agreement (“Recipient”) may not use the Confidential Information from the party which discloses Confidential Information under this Agreement (“Discloser”) in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement.
c. Disclosure of Confidential Information. Recipient will: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect and secure such Confidential Information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own Confidential Information); and (ii) not divulge any Confidential Information to any third party (other than to employees or contractors as set forth below). Any employee or contractor given access to any Confidential Information must have a legitimate “need to know” such Confidential Information for use specified in Section 2 and Recipient will remain responsible and liable for each such person’s compliance with this Agreement.
d. Confidentiality Period. Irrespective of any termination of this Agreement, Recipient’s obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the Confidential Information (except with respect to any trade secrets and Data where such obligations will be perpetual).
e. Exclusions. This Agreement imposes no obligations with respect to information which: (i) was in Recipient’s possession before receipt from Discloser; (ii) is or becomes a matter of public knowledge through no fault of Recipient; (iii) was rightfully disclosed to Recipient by a third party, who has no restriction on disclosure; or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary evidence. Recipient may make disclosures to the extent required by law or court order, provided Recipient makes reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order, and has allowed Discloser to participate in the proceeding.
f. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by Discloser, the Recipient will: (i) cease using the Confidential Information; and (ii) return or destroy the Confidential Information and all copies, notes or extracts thereof to Discloser within seven (7) business days of such request or termination.
a. Term. This Agreement will be effective from the earlier of (i) the date provided above, and (ii) the date on which you first installed, downloaded or accessed HACKERMATE Services, and shall continue until terminated, as set forth below (the “Term”).
b. Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination.
c. Effect of Termination. Immediately upon termination, (i) all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of HACKERMATE Services; (ii) you will destroy HACKERMATE Services in your possession, or upon request by HACKERMATE, return to HACKERMATE the Confidential Information that is in your possession or control; and (iii) any and all of your payment obligations for each Order will immediately become due. Upon HACKERMATE’s request, you will certify in writing that you have returned or destroyed all copies of HACKERMATE’s Confidential Information. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13 and 14, will survive termination of this Agreement. Neither party shall be under any obligation to enter into an agreement after termination or expiration of this Agreement.
d. Suspension. HACKERMATE reserves the right at any time to modify, suspend, or discontinue HACKERMATE Services (or any portion thereof) with or without notice, and HACKERMATE shall not be liable to you or any third party for any such modification, suspension or discontinuance.
e. Cancellation
The User may cancel the services provided by Hackermate at any time.
The amounts paid by the User are not refundable at any time and Hackermate will not provide refunds or payments for services not used by the User at any time.
To cancel the services, you must contact Hackermate on the email provided in these General Conditions. In the event of cancellation of the services, the User’s account will be closed automatically once the User is up to date with payments.
The HACKERMATE Services are licensed, not sold, and HACKERMATE, its suppliers or its licensors, retains and reserves all rights not expressly granted in this Agreement. HACKERMATE, its suppliers or its licensors own all worldwide right, title and interest in and to the HACKERMATE Services, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (collectively, “Intellectual Property Rights”). Except as expressly stated in this Agreement, HACKERMATE does not grant you any Intellectual Property Rights in the HACKERMATE Services. You will not distribute the HACKERMATE Services or combine it with any other software which would result in an obligation to license the aggregate software in any manner. HACKERMATE Services are copyrighted and protected by the laws of the Spain and other countries, and international treaty provisions.
a. Fees and Expenses. You shall pay all agreed upon fees for each Order for the HACKERMATE Services (“Fees”) and in accordance with terms set forth therein and herein.
b. Payment Terms. You will pay Fees 15 days after the invoice date. HACKERMATE shall email invoices to you within two (2) business days of the date of the invoice. You shall provide HACKERMATE with complete and accurate billing contact information including a valid email address. All payments to HACKERMATE are non-refundable. All payments will be made in EUROS via electric funds transfer, or as per the instructions of HACKERMATE. HACKERMATE may invoice parts of any Order separately or all in one invoice. Any discounts, interests and taxes invoiced to an Order shall be allocated equally to each HACKERMATE Service and licenses provided under Order.
c. Late Payments. If you fail to pay any past due invoice, HACKERMATE may revoke or suspend the HACKERMATE Services until such time as you bring your account completely current. HACKERMATE may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If you are delinquent in your payments for two (2) consecutive months, HACKERMATE may, upon written notice to you, modify the payment terms to require full pre-payment of any or all Order Forms (both currently contracted and in the future), or require other assurances to secure your payment obligations hereunder.
d. Taxes. All Fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the HACKERMATE Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on HACKERMATE’s net income, and you shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment of such amounts. If you are legally required to withhold any amounts to be paid to HACKERMATE, you will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to HACKERMATE on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit HACKERMATE to establish HACKERMATE’s right to a credit for such taxes against HACKERMATE’s income tax liability. You shall provide HACKERMATE with such assistance as HACKERMATE shall reasonably request in connection with any application by HACKERMATE to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.
You may provide HACKERMATE with Feedback. HACKERMATE, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the HACKERMATE Services or any related or subsequent versions of such HACKERMATE Services. You assign, at no charge, all rights, title and interests in Feedback to HACKERMATE, and agree that HACKERMATE is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require HACKERMATE to comply with any additional obligations with respect to any HACKERMATE Services that incorporates your Feedback.
a. Data Processing. HACKERMATE shall process and use any personal data that you provide in accordance with the HACKERMATE Privacy Policy. To the extent you provide to HACKERMATE personal data from a third-party data subject when you are acting as their data controller, HACKERMATE will process such personal data in accordance with its Data Privacy Agreement (docs.hackermate.io) HACKERMATE will maintain a security program materially in accordance with industry standards that are designed to protect the security, confidentiality and integrity of the Data. You hereby grant HACKERMATE a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and improving the HACKERMATE Services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyse all or any portion of the Data. HACKERMATE may use, publish, share, distribute, or disclose such Data on an aggregate basis or in a de-identified manner that does not allow personal data about you to be separated from the aggregate data and identified as originating from you.
b. Data Warranty and Obligations. You represent, warrant and agree that you have all rights to provide the Data and other materials that you provide or make available to HACKERMATE. You acknowledge and agree that you are solely responsible for all Data and for your conduct while using the HACKERMATE Services. You acknowledge and agree that: (i) you will evaluate and bear all risks associated with your use and distribution of all Data; (ii) you are responsible for protecting and backing up the Data; (iii) you are responsible for protecting the confidentiality of all Data in your possession and control; and (iv) under no circumstances will HACKERMATE be liable in any way for the content of any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. You have full discretion and control on how to store, protect, remove or delete any Data on the HACKERMATE Services and HACKERMATE shall have no liability for any damages caused by such deletion or removal of or failure to store or protect Data.
a. Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound.
b. Disclaimer. Except as set forth in section 9.a., HACKERMATE disclaims any and all warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, noninfringement, title, quiet enjoyment and warranties arising out of course of dealing, usage or trade practice, or by statute or in law. HACKERMATE specifically does not warrant that HACKERMATE services will meet your requirements, the operation or output of HACKERMATE services will be error-free, virus-free, secure, accurate, reliable, complete or uninterrupted. Except as otherwise provided in this agreement, you provide the data on an “as is” basis and you provide no guarantee of the accuracy of the data provided to HACKERMATE. HACKERMATE is not obligated to support, update or upgrade HACKERMATE service.
a. THE RESPONSABILITY OF ACTIVELY SCANNING THE HOSTS AGREED IN THE SCOPE OR CONTRACT WILL ALWAYS AND WITH NO EXCEPTION REST IN THE CLIENT OR ENTITY THAT REQUESTED THE SCAN, AND IN CASE OF ANY UNDESIRED EVENT OR RESULT, THE INDIVIDUAL CLIENT OR ENTITY WILL BE SOLELY RESPONSIBLE OF IT, EXCLUDING ANY RESPONSIBILITY FOR HACKERMATE OR ANY OF ITS AGENTS. In no event will HACKERMATE be liable to you for any special, indirect, incidental, consequential or punitive damages, or for any loss of use, data, goodwill or profits, business interruption, or costs of procuring substitute beta software, arising out of or in connection with this agreement or the use or performance of HACKERMATE services. Without limiting the foregoing, HACKERMATE will have no liability or responsibility for any business interruption or loss of data arising from the automatic termination of the license rights granted herein and any associated cessation of the HACKERMATE services, its functions, any unanticipated or unscheduled downtime for any reason or any deletion, corruption or damage of data on or through the HACKERMATE services. HACKERMATE’s total cumulative liability to you, from all causes of action and all theories of liability in connection with this agreement, including all order forms, will be limited to and will not exceed one hundred euros (100,00 €).
a. The foregoing limitations, exclusions and disclaimers shall apply regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not the party has been advised of the possibility of such loss or damage. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent to make the limitation compliant with applicable law. The parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.
You will comply fully with all applicable laws, including all applicable laws relating to bribery or corruption, and export laws and regulations of the Spain and any other country (“Export Laws”) where you use any of HACKERMATE Services.
You further represent and warrant that you shall not export, re-export, ship, or transfer HACKERMATE Services to any restricted countries or restricted end users or use the HACKERMATE Services in any restricted countries or for any purposes prohibited, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You understand that the requirements and restrictions of the Laws may vary depending on the specific HACKERMATE Services and may change over time.
Any dispute arising from the interpretation or execution of this Legal Notice shall be construed according to Spanish law. Likewise, for the resolution of any dispute, the parties, expressly waiving any other jurisdiction that may correspond to them, submit themselves to the Courts and Tribunals of Madrid (Spain)
All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by email to the address designated in the applicable Order Form, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as permitted herein shall be null and void.
You acknowledge that HACKERMATE may assign, subcontract or delegate any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the HACKERMATE Services, including Confidential Information, and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter.
This Agreement is limited to the use of HACKERMATE Services, Data and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with HACKERMATE. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Any prevention of or delay in performance by HACKERMATE due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.