PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. This Terms and Conditions document (the "Terms") is a legal agreement between you (either an individual or the entity you represent, referred to as "Customer," "you," or "User") and BreachSeek, Inc. ("BreachSeek," "we," or "us"), the provider of the BreachSeek application and related services (collectively, the "Service" or "BreachSeek app"). By subscribing to, accessing, or using the BreachSeek app, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to any part of these Terms, you must not use the Service.
1. Introduction and Acceptance of Terms
1.1 Acceptance. By creating an account, subscribing to the Service, or otherwise using BreachSeek, you confirm that you accept these Terms and agree to comply with them. These Terms govern your access to and use of the BreachSeek app, including any software, integrations, analytics, content, or documentation provided through the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, in which case "you" refers to the organization.
1.2 Modifications. BreachSeek reserves the right to modify or update these Terms from time to time. We will provide notice of material changes (for example, by posting the updated Terms on our website or through the Service interface, or by email notification). Your continued use of the Service after any such update constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.
1.3 Additional Agreements. These Terms should be read in conjunction with BreachSeek’s Privacy Policy (which outlines how we collect, use, and protect data) and any other applicable agreements or guidelines related to the Service. In the event of a conflict between these Terms and any separate written contract signed between you and BreachSeek, the signed contract will prevail to the extent of the conflict.
2. Description of Services
2.1 BreachSeek App Overview. BreachSeek is a cloud-based threat detection and analytics application that integrates with third-party Security Information and Event Management (SIEM) systems. The Service ingests and analyzes security alerts from your connected SIEM(s) and uses artificial intelligence and proprietary algorithms to classify each alert into one of several categories, such as true positive (legitimate threat detected), false positive (alert flagged but not an actual threat), benign positive (an alert triggered by benign activity), or duplicate (redundant or repeat alerts). The Service then provides you with dashboards, reports, and other analytical tools to help interpret these alerts and inform your security team’s response.
2.2 Purpose and Limitations. The BreachSeek app is designed as a decision-support tool for enterprise security teams. It is not a replacement for human judgment or other security processes. While the Service aims to assist you in prioritizing and responding to security alerts more efficiently, you must not solely rely on the Service’s outputs for critical security decisions. Always use your professional judgment and complementary security measures to verify alerts and take action.
2.3 Integration with Third-Party SIEMs. In order to use BreachSeek, you may be required to configure integrations or provide API access/credentials for your organization’s third-party SIEM or log management systems. You acknowledge and agree that:
- You are responsible for ensuring you have all necessary rights and permissions to allow BreachSeek to access and process alerts and data from your SIEM and other systems.
- Third-party SIEM services are not operated by BreachSeek, and we are not responsible for the accuracy, availability, or quality of data provided by such systems. BreachSeek disclaims any liability for errors or delays in the Service caused by issues with third-party data sources or integrations.
- If a third-party provider’s system or API becomes unavailable or ceases to function properly, BreachSeek may be unable to ingest data, and certain features of the Service could be limited or interrupted. You agree that such unavailability is outside of BreachSeek’s control and does not constitute a breach of our obligations.
2.4 No Uptime Guarantee or SLA. BreachSeek will make commercially reasonable efforts to maintain the availability of the Service; however, BreachSeek does not provide any formal uptime guarantee or Service Level Agreement (SLA) under these Terms. The Service may occasionally be interrupted for scheduled maintenance, updates, emergency repairs, or due to network and hardware failures. You acknowledge that no assurances are given that the Service will be uninterrupted, timely, or error-free. (See Section 7 and Section 8 for further warranty disclaimers and liability limitations related to service availability and accuracy.)
3. User Obligations and Account Responsibility
3.1 Eligibility and Use Restrictions. You may use the Service only for lawful business purposes within your organization’s security operations. You agree not to use BreachSeek for any purpose or in any manner that:
- Violates Laws or Rights: Breaches any applicable law or regulation, infringes upon any third party’s rights (including intellectual property rights and privacy rights), or otherwise violates these Terms.
- Unauthorized Access: Attempts to gain unauthorized access to the Service or its related systems or networks, or to any other users’ accounts or data. You will not probe, scan, or test the vulnerability of any BreachSeek system or network without express authorization.
- Interference: Interferes with or disrupts the integrity or performance of the Service. This includes not uploading or transmitting any malicious code, viruses, worms, or any software intended to damage or alter a computer system or data.
- Misuse: Attempts to reverse engineer, decompile, copy, or create derivative works of the Service (except to the extent such restriction is prohibited by law). You shall not remove or obscure any proprietary notices in the BreachSeek app or attempt to bypass any security or usage controls within the Service.
3.2 Account Registration and Security. When you register for a BreachSeek account or subscription, you agree to provide accurate, current, and complete information as required by the registration process. You are responsible for maintaining the confidentiality and security of your account credentials (such as usernames, passwords, API keys, and authentication tokens). You must promptly notify BreachSeek at security@breachseek.com of any unauthorized access to or use of your account or any other breach of security. You are fully responsible for all activities that occur under your account, whether or not authorized by you. BreachSeek will not be liable for any loss or damage arising from your failure to comply with this security obligation.
3.3 Authorized Users; Responsibility for Users. If you are an organization, you may authorize your employees or contractors (“Authorized Users”) to access and use the Service on your behalf, solely for your internal business purposes. You are responsible for ensuring that all Authorized Users are bound by and adhere to these Terms. Any action taken by an Authorized User under your account will be deemed an action by you. You are liable for any breach of these Terms by your Authorized Users or anyone using your account credentials.
3.4 Data Submission and Content. You are solely responsible for the data and content you or your systems submit to the Service, including SIEM alerts, logs, or any other information (collectively, “Customer Data”). You represent and warrant that you have all necessary rights, consents, and permissions to provide the Customer Data to BreachSeek for processing, and that none of the Customer Data will: (a) violate any law or regulation, (b) infringe or misappropriate the rights of any third party, or (c) contain any viruses or harmful components. You retain ownership of your Customer Data (as between you and BreachSeek), and you grant BreachSeek a non-exclusive, worldwide, royalty-free license to host, use, process, display, and transmit your Customer Data as necessary to provide the Service to you, including to improve and adapt our algorithms and threat detection models. This license also extends to our sub-processors or partners solely for purposes of providing the Service (for example, cloud hosting providers), subject to the data protection commitments in our Privacy Policy and Section 4 below.
4. Data Usage and Privacy
4.1 Privacy Policy. Your use of the Service is subject to BreachSeek’s Privacy Policy, which is hereby incorporated by reference into these Terms. The Privacy Policy details how we collect, use, store, and disclose personal data and other information. By using the Service, you acknowledge that you have read the Privacy Policy and understand that BreachSeek will use your data in accordance with it.
4.2 Customer Data Handling. BreachSeek will implement and maintain reasonable administrative, physical, and technical safeguards to protect Customer Data (including any personal data within it) against unauthorized access, disclosure, or alteration. However, you understand that no method of transmission over the Internet or method of electronic storage is completely secure, and therefore BreachSeek cannot guarantee absolute security.
4.3 Use of Customer Data. We will use Customer Data solely for the purposes of providing and enhancing the Service, which includes analyzing SIEM alerts, generating threat classifications (true/false/benign positives, duplicates), delivering analytics, and improving our threat detection algorithms over time. BreachSeek will not disclose Customer Data to any third party except: (a) as described in our Privacy Policy; (b) as required by law or governmental order (in which case we will, if lawful to do so, provide notice to you); or (c) in an aggregated and anonymized form that does not identify you, your organization, or any individuals, for purposes such as improving our services or compiling statistical information.
4.4 Data Privacy and Compliance. Each party agrees to comply with all applicable data protection and privacy laws with respect to any personal data processed in connection with the Service. You are responsible for ensuring that the collection and sharing of any personal data with BreachSeek through the Service is done in compliance with applicable laws (for example, providing any required notices or obtaining necessary consents from individuals, if required by law). If the parties need to execute a separate data processing agreement or addendum to address specific legal requirements (e.g., for GDPR compliance or other regulations), you agree to work with BreachSeek in good faith to put such measures in place.
4.5 Retention and Deletion. BreachSeek may retain Customer Data for the duration of your subscription and a reasonable period thereafter for backup, archival, or legal purposes. Upon termination of your subscription or upon your written request, BreachSeek will delete or anonymize Customer Data in our possession or control, except to the extent retention is required by law or permitted for legitimate business purposes (e.g., to maintain business records, evidence of compliance, or to resolve disputes). Refer to our Privacy Policy for more details on data retention.
5. Intellectual Property Rights
5.1 BreachSeek Intellectual Property. BreachSeek (and its licensors, where applicable) retain all right, title, and interest in and to the Service, including but not to the BreachSeek app, all software, algorithms, models, threat detection methodologies, user interfaces, dashboards, designs, know-how, and any and all intellectual property rights therein (“BreachSeek IP”). These Terms do not grant you any ownership rights in or to BreachSeek IP. All rights not expressly granted to you under these Terms are reserved by BreachSeek and its licensors. You are granted only a limited, non-exclusive, non-transferable, revocable license (during the Subscription Term and subject to compliance with these Terms) to access and use the Service for your internal business purposes, as expressly permitted by these Terms and any applicable law.
5.2 Feedback. If you elect to provide any feedback, suggestions, or ideas regarding the Service (collectively, “Feedback”) to BreachSeek, you hereby grant BreachSeek a perpetual, irrevocable, worldwide, royalty-free, and sublicensable right and license to use, modify, incorporate, and otherwise exploit the Feedback in any manner without any obligation or compensation to you. Feedback is not considered confidential information, and BreachSeek may use it for any purpose.
5.3 Customer Data and Analytics. As stated in Section 3.4, you retain ownership of your Customer Data. These Terms do not transfer ownership of your logs, alerts, or other raw data that you provide to the Service. However, BreachSeek retains all rights to any analytics, aggregated data, or derivative works generated by the Service from processing your data, provided that such outputs do not reveal your confidential information or identify any individual. For example, BreachSeek may use threat pattern insights learned from analyzing one customer’s data to improve detection capabilities for all customers, so long as such use does not disclose any Customer-identifying information.
5.4 Trademarks. The name “BreachSeek,” our logo, and any other trademarks, service marks, or trade names used in connection with the Service are the property of BreachSeek or its licensors. You are not granted any right or license to use any of these marks without our prior written consent. Likewise, you retain any rights to your company’s trademarks and logos, and nothing in these Terms grants BreachSeek any rights to use your marks except as needed to deliver the Service or with your permission.
6. Subscriptions and Payment Terms
6.1 Subscription Service. BreachSeek is offered on a subscription basis. When you subscribe to the Service, you agree to pay the subscription fees and any other applicable charges as specified at the time of order or in a separate order form or contract between you and BreachSeek. Subscription details, including pricing, billing cycle, and features, will be provided to you through the Service sign-up process or in a written order form.
6.2 Billing and Payment. Unless otherwise agreed in writing, subscription fees are billed in advance on a periodic basis (e.g., monthly or annually) and are due and payable immediately upon invoice or as per the payment terms stated. You must provide accurate and current billing information. By subscribing, you authorize BreachSeek or its designated payment processor to charge your provided payment method for the applicable subscription fees, as well as any taxes or charges incurred in connection with your use of the Service. All fees are in U.S. dollars unless otherwise specified.
6.3 Auto-Renewal. If auto-renewal is enabled in your subscription (as indicated in your plan or agreement), at the end of each subscription term your subscription will automatically renew for an additional term of equal length, unless you cancel the Service prior to the renewal date or either party gives notice of non-renewal pursuant to any notice period specified. BreachSeek will charge your payment method on file at the start of each renewal term. You are responsible for all subscription fees until you properly terminate your subscription in accordance with Section 10 of these Terms.
6.4 Changes to Fees. BreachSeek may change the subscription fees or introduce new charges for the Service at the end of your current subscription term or trial period. We will give you reasonable advance notice of any fee changes. Fee changes will not apply retroactively; they will apply from the start of your next subscription term. If you do not agree to the new fees, you may choose not to renew or to cancel the Service before the new fees take effect. Continued use of the Service after the fee change constitutes your agreement to pay the updated fees.
6.5 Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for any sales, use, value-added, withholding, or similar taxes or duties payable with respect to your subscription (other than taxes based on BreachSeek’s income). If BreachSeek is required to collect and remit any taxes, such taxes will be added to your billing statement. You agree to provide information and documents reasonably requested by BreachSeek to determine whether BreachSeek is obligated to collect taxes from you, including, for example, your organization’s tax identification number.
6.6 No Refunds. Except as expressly provided otherwise in these Terms or required by law, all payments are non-refundable. This means that if you downgrade or cancel your subscription or if your account is terminated due to a violation of these Terms, you will not receive a refund or credit for any unused subscription period or features. BreachSeek’s refusal or inability to provide the Service in accordance with any uptime or performance expectations does not entitle you to a refund (as the Service is provided without any guaranteed SLA, per Section 2.4 and Section 7).
6.7 Late Payments. If you fail to pay fees when due, BreachSeek reserves the right to take any or all of the following actions: (a) charge a late fee or interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower) on the outstanding balance; (b) suspend or terminate your access to the Service (in accordance with Section 10.2) after providing notice of non-payment and a cure period as required by law (if applicable); and/or (c) seek collection of the owed amounts, including legal fees and costs. You will be responsible for any reasonable attorneys’ fees and costs incurred by BreachSeek in pursuing overdue amounts.
7. Disclaimer of Warranties
7.1 “As-Is” and “As-Available” Basis. The Service, including all of its features, integrations, and content, is provided “AS IS” and “AS AVAILABLE”. Use of the BreachSeek app is at your own risk. BreachSeek and its affiliates, suppliers, and licensors expressly disclaim all warranties and representations of any kind, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained from BreachSeek or through the Service, shall create any warranty not expressly stated in these Terms.
7.2 No Guarantee of Results or Accuracy. You acknowledge that BreachSeek makes no guarantees that the Service will detect every threat or security incident, or that every SIEM alert will be accurately classified. BreachSeek does not warrant or guarantee 100% detection accuracy or completeness of any analytics or results provided. The nature of threat detection and AI-driven analysis is such that incorrect results (false positives, false negatives, misclassifications, or missed alerts) may occasionally occur. All outputs and classifications provided by the Service are for informational purposes to assist your security team, and you are responsible for reviewing, verifying, and deciding how to act on such outputs.
7.3 No Warranty of Uninterrupted Service. BreachSeek does not warrant that the Service will be uninterrupted, timely, secure, or error-free, or that any defects or errors will be corrected. No uptime or availability guarantee is given (as noted in Section 2.4). BreachSeek shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from (a) the transfer of data over communications networks and facilities (including the internet), and you acknowledge that the Service may be subject to limitations, delays, or other problems inherent in the use of such communications facilities; or (b) any unauthorized access, hacking, or other security intrusions despite reasonable precautions.
7.4 External Services and Data. BreachSeek makes no warranties regarding data or services provided by third parties that you integrate or use with the BreachSeek app. For example, we do not warrant the accuracy or completeness of alerts or log data from your third-party SIEM provider, nor do we warrant any outcomes based on faulty or incomplete data from such sources. Any third-party software or services (including SIEM systems) that interoperate with BreachSeek are provided under the third party’s terms, and BreachSeek is not responsible for their performance.
7.5 Not a Guaranteed Security Solution. You acknowledge that BreachSeek is a tool to aid in threat detection and incident classification, but it is not guaranteed to prevent security breaches or incidents. The Service’s output should be one element of your overall security strategy. You must maintain your own customary security practices, monitoring, and incident response procedures. BreachSeek is not an insurer or guarantor of your systems’ security. You agree that you will not represent to any third party that BreachSeek guarantees or warrants the security of your operations.
7.6 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that such laws apply to you, some of the exclusions above may not apply. In such event, the warranties are limited to the minimum warranty period or scope required by law.
8. Limitation of Liability
8.1 Limited Remedies. To the maximum extent permitted by applicable law, in no event shall BreachSeek or its affiliates, officers, directors, employees, agents, partners, or licensors be liable to you or any third party for:
- Indirect Damages: Any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to damages for lost profits or revenues, lost savings, lost business opportunities, loss or corruption of data, business interruption, or procurement of substitute services, even if BreachSeek has been advised of or could have foreseen the possibility of such damages.
- Specific Risks: Any claims or losses arising out of or related to missed threats or alerts, false positives/negatives, incorrect alert classifications, benign or duplicate alert handling, or any security breaches, unauthorized access, or damages that occur despite or in connection with the use of the Service. This means, for example, BreachSeek will not be liable for any breach or cyber incident that occurs because the Service failed to detect or correctly classify a threat, nor for any consequences of actions you take or do not take based on the Service’s outputs (such as blocking a benign activity or overlooking a real threat).
- Third-Party Issues: Any issues attributable to the faults or failures of third-party services, software, or equipment (including your chosen SIEM platform or internet connectivity), even if the Service interoperates with or uses such third-party items.
8.2 Cap on Liability. In any case, BreachSeek’s total cumulative liability arising out of or related to these Terms or the Service (whether in contract, tort, negligence, strict liability, or any other theory) shall not exceed the total amount of fees you have paid to BreachSeek for the Service in the twelve (12) months immediately preceding the event giving rise to the liability (or, if you are on a free plan or trial, $100 USD). This limitation is cumulative and not per-incident; the existence of multiple claims or events will not enlarge this cap.
8.3 Basis of the Bargain; Failure of Essential Purpose. You acknowledge that BreachSeek has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, and that they form an essential basis of the bargain between the parties. You agree that the limitations and exclusions of liability and disclaimers specified in these Terms are fair and reasonable. You further agree that these limitations shall apply even if any limited remedy fails of its essential purpose.
8.4 No Liability for Certain Claims. To the fullest extent permitted by law, BreachSeek will not be liable for any claims or damages arising out of: (a) your use of the Service in violation of the Terms (e.g., using it outside the permitted scope or for unlawful purposes); (b) your failure to follow security guidance or heed warnings provided by the Service (for instance, ignoring an alert classified as a true positive by BreachSeek or following a BreachSeek recommendation without verification); or (c) any unauthorized access to the Service using your account (unless such access is due to BreachSeek’s own negligence or breach of security).
8.5 Exceptions. The limitations of liability in this Section 8 shall not apply to liability for death or personal injury caused by BreachSeek’s gross negligence or willful misconduct, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law. Additionally, the above limitations do not limit your payment obligations under Section 6.
8.6 Jurisdictional Limits. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the liability of BreachSeek shall be limited to the fullest extent permitted by law.
9. Indemnification
9.1 Your Indemnity to BreachSeek. You agree to defend, indemnify, and hold harmless BreachSeek, its parent, affiliates, and their respective officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your or your Authorized Users’ use of the Service, including any actions taken by you based on the Service’s outputs; (b) any Customer Data or other content you provide through the Service (including claims that such data or content infringe, misappropriate, or violate the rights of any third party, or that they violate any law or regulation); (c) your violation of these Terms or of any law or regulation; or (d) your gross negligence or willful misconduct. This indemnification obligation will survive any termination or expiration of this Agreement.
9.2 Indemnification Procedure. BreachSeek will: (i) promptly notify you in writing of any claim for which it seeks indemnification under Section 9.1, provided that failure to do so shall not relieve you of your obligations except to the extent you are materially prejudiced by that failure; (ii) permit you to have sole control of the defense and settlement of such claim, provided that you shall not settle any claim in a manner that requires an Indemnified Party to admit liability or pay any money or take any action (other than ceasing use of infringing materials) without BreachSeek’s prior written consent; and (iii) cooperate with you, at your expense, in the defense and settlement of the claim. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.
9.3 BreachSeek’s IP Indemnity. (For enterprise contracts, BreachSeek may offer indemnification for third-party claims of intellectual property infringement pertaining to the Service. If such terms have been agreed in a separate written contract, they would apply as specified. In the absence of a separate agreement, this Section 9.3 shall not imply any indemnification by BreachSeek of Customer. However, BreachSeek states that it has no knowledge that the Service infringes any third-party intellectual property rights, and it will address any such claims in accordance with applicable law.)
10. Termination and Suspension of Service
10.1 Term. These Terms are effective from the moment you accept them (or first use the Service) and will continue in effect until your subscription or access is terminated as set forth below. The period during which you have a right to use the Service (the “Subscription Term”) will be as specified in your order, subscription plan, or contract, subject to earlier termination in accordance with this Section 10.
10.2 Termination by BreachSeek. BreachSeek may, in its sole discretion, terminate your account or subscription, or suspend your access to the Service (in whole or in part), with or without cause upon providing you notice (written or electronic). The most common reasons BreachSeek might terminate or suspend are:
- Violation of Terms: If you or any Authorized User materially breach these Terms (including failure to pay fees when due, or misuse of the Service in violation of Section 3) and (if curable) fail to cure such breach within a reasonable period after notice from BreachSeek, we may terminate your access. In cases of severe or willful violations (e.g., using the Service for unlawful purposes, or actions that threaten the integrity of our platform), termination or suspension may be immediate without prior notice.
- Security Threats: If your use of the Service poses a security risk to the Service or any other BreachSeek customers, or if we detect unauthorized access to the Service via your account, we may temporarily suspend your access to protect the overall system. We will attempt to notify you and resolve the issue, but our priority will be maintaining the security of the Service.
- Required by Law or Termination of Service: If BreachSeek is required to cease providing the Service (due to legal prohibition or a decision to discontinue the product), or if providing the Service to you becomes impracticable due to legal or technical reasons, we may terminate your subscription. In such case, if you have prepaid fees for a period beyond termination, BreachSeek will refund the unused portion (if termination is not due to your breach).
10.3 Termination by You. You may terminate your subscription or account at any time for any reason by providing written notice to BreachSeek (or by using any self-service termination feature provided within the Service, if available). If you terminate for convenience (without cause), you will not be entitled to any refund of prepaid fees, and you agree to pay any outstanding fees covering the remainder of your subscription term (if you opted for annual billing or otherwise committed to a term). If you terminate these Terms due to BreachSeek’s material breach and BreachSeek does not cure such breach within thirty (30) days of your notice, then you will be entitled to a pro-rata refund of any prepaid fees covering the terminated portion of the Subscription Term.
10.4 Effect of Termination. Upon termination or expiration of your subscription for any reason: (a) your rights to access and use the Service will immediately cease, and you must discontinue all use of the Service; (b) any licenses granted to you under these Terms will end; and (c) you will promptly pay any outstanding amounts owed to BreachSeek (if any are due). BreachSeek will have no obligation to maintain or provide any of your data after termination, except as required by law or as specified in Section 4.5. We recommend that you export or download any important reports or data from the Service before your subscription ends.
10.5 Survival. Any provision of these Terms that by its nature is intended to survive termination or expiration (such as accrued rights to payment, confidentiality obligations, indemnifications, warranty disclaimers, and limitations of liability) shall survive the termination of the Agreement.
11. Modifications to the Service or Terms
11.1 Service Changes. BreachSeek reserves the right to modify, update, or discontinue the Service (or any part thereof) at any time. We may add or remove features, impose limits on certain features, or restrict access to parts or all of the Service. For significant changes that materially reduce core functionality, BreachSeek will attempt to give you advance notice (e.g., via the Service or email). However, some updates or changes may be deployed with little or no notice, especially if they are necessary for security or legal compliance. You acknowledge that the form and nature of the Service may change from time to time without prior notice to you, and that future versions of the Service may be incompatible with applications or integrations developed on previous versions.
11.2 Terms Changes. As noted in Section 1.2, we may change these Terms from time to time. When we do, we will update the “Effective Date” at the top and, if the changes are material, we will provide prominent notice or direct communication to you. It is also your responsibility to check for updates to the Terms periodically. If you do not agree to the revised Terms, you must stop using the Service. Your continued use of the Service after the effective date of updated Terms will constitute your acceptance of the changes.
11.3 Feature Previews and Beta Services. From time to time, BreachSeek may offer access to new and experimental features or beta services. Such offerings are provided “as-is,” for evaluation only, and may be subject to additional terms. BreachSeek makes no warranties that beta features will be implemented in the main Service and reserves the right to modify or withdraw them at any time. Use beta features at your own risk, and do not rely on them for production or critical purposes.
11.4 Downtime and Maintenance. BreachSeek will strive to schedule planned maintenance during low-usage hours and to communicate any extended downtime in advance. However, BreachSeek reserves the right to perform emergency maintenance or take other actions to maintain or improve the Service at any time, which may result in temporary service interruptions. Such downtime for maintenance and improvements shall not be considered a breach of these Terms.
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
12.2 Jurisdiction and Venue. Subject to the arbitration provision below (if applicable), the parties agree that any dispute arising out of or relating to these Terms or the Service that is not resolved through informal negotiation shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, USA. Both you and BreachSeek consent to the personal jurisdiction of these courts and waive any objections (such as inconvenient forum) to the jurisdiction or venue of these courts.
12.3 Dispute Resolution; Arbitration. In the interest of resolving disputes in a more cost-effective and efficient manner, the parties agree to the following dispute resolution procedure: First, either party may initiate negotiations by providing written notice of the dispute to the other party, and management-level representatives of both parties shall attempt in good faith to resolve the dispute informally. If the dispute is not resolved within thirty (30) days of such notice, either party may, at its option, require that the dispute be finally settled by binding arbitration. Unless otherwise agreed by the parties, the arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will be heard by a single arbitrator, and the language of arbitration shall be English. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award, except that no class-wide or multi-claimant relief may be sought or granted. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own costs in the arbitration, except that the parties will split the arbitrator’s fees and administrative costs unless the arbitrator determines that one party’s claims or defenses were frivolous or brought in bad faith. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, without first engaging in the above dispute resolution process.
12.4 Small Claims and Government Actions. The above agreement to arbitrate does not prevent either you or BreachSeek from seeking relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. Furthermore, the dispute resolution provisions do not waive or limit any rights of a governmental entity customer (if you are one) where such rights cannot be waived by law.
12.5 Time Limit to Bring Claims. To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose. If a claim is not filed within this time, it shall be permanently barred.
13. Miscellaneous
13.1 Entire Agreement. These Terms (along with any referenced documents such as the Privacy Policy and any applicable Order Form or subscription agreement) constitute the entire agreement between you and BreachSeek regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
13.2 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties’ original intent.
13.3 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BreachSeek to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
13.4 Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without BreachSeek’s prior written consent. Any attempt by you to assign these Terms without such consent will be null and void. BreachSeek may freely assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and benefit the parties and their respective permitted successors and assigns.
13.5 Relationship of Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and BreachSeek. Neither party has the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as expressly provided in these Terms.
13.6 Force Majeure. BreachSeek shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, civil disturbances, labor shortages or disputes, electrical or telecommunication outages, internet or utility failures, or any other event not within BreachSeek’s reasonable control. In such event, BreachSeek will be excused from performance for the duration of the force majeure event and for a reasonable period thereafter. We will use reasonable efforts to mitigate the impact of any force majeure and resume performance as soon as possible.
13.7 Notices. BreachSeek may provide notices to you under these Terms by email, postal mail, through postings within the Service, or other legally acceptable means. It is your responsibility to keep your contact information (including a valid email address) updated in your account profile. You will be deemed to have received a notice when BreachSeek sends it to the email or physical address associated with your account, or when BreachSeek posts such notice on the Service. You may provide notice to BreachSeek by sending an email to legal@breachseek.com or by mailing a letter to the mailing address listed in the Contact Information section below. Notices sent by you will be deemed given when actually received by BreachSeek.
13.8 Headings and Interpretation. Section headings in these Terms are for convenience only and have no legal or contractual effect. Words in the singular include the plural and vice versa. The words “including” or “includes” mean “including without limitation.” No rule of strict construction shall apply against the drafter of these Terms.
14. Contact Information
If you have any questions, concerns, or comments about these Terms or the Service, or need to contact BreachSeek for any reason, please reach out to us at:
BreachSeek, Inc.
8 The Green STE B
Dover, DE 19901
Email: legal@breachseek.com
By using the BreachSeek app, you acknowledge that you have read and understood these Terms and Conditions, and you agree to be bound by them. It is important that you understand both the benefits and the limitations of the Service as outlined above. If you do not agree with these Terms or any part thereof, you must discontinue use of the Service immediately.