CodeHunter SaaS Terms & Conditions

Effective as of [January 1, 2025 ]

CodeHunter Software-as-a-Service License Terms & Conditions 

Now Therefore, in consideration of the rights, duties and obligations set forth herein, the sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties do hereby agree as follows: 

1.1         Definitions. As used herein, the following words shall have the following meanings: 

“Agreement” means, collectively, this CodeHunter SaaS Agreement, the Order Form and any and all other exhibits, schedules or documents incorporated herein. 

“Client Data” shall mean the Client’s Confidential Information and any and all Client data, information, and materials, whether oral, written, or electronic, uploaded to or accessed by the Software by or from the Client other than Company Data. 

“Cloud Provider” means Amazon Web Services (AWS) and/or any successor or supplemental Software hosting provider. 

“Company Data” shall mean CodeHunter’s Confidential Information and any and all other Company data, information and materials, whether oral, written or electronic, created or developed by the Company (or received from a third party) outside of this Agreement or through the operation of the Software, including any and all behavioral or technical malware analysis and any and all other Software outputs that do not identify Client. 

“Confidential Information” means all non-public, proprietary information, documents and data which is identified by a disclosing Party as being confidential and all such information which an objective person would understand, based on the nature of the information or the circumstances of its disclosure, is intended by the disclosing Party to be confidential. 

“Documentation” means any manuals, instructions or other documents or materials, in any form or medium, describing the functionality, capabilities or uses of the Software. 

“End Users” mean the Client’s officers, directors, employees and/or agents and any other persons authorized by the Company to access and use the Software as defined in the Order Form or otherwise in writing. 

“Fees” means, collectively, the Subscription Fees and any other fees, charges or assessments payable by Client for the Software. 

“Intellectual Property Rights” or “IPR” means copyrights, rights in databases, patents, trademarks, business or trade names, domain names, designs, utility models, inventions, trade secrets, confidential information, know-how, methodologies and other intellectual property. 

“Order Form” means the “Order Form” and any similar document (regardless of name) that defines terms and conditions applicable to Client’s use of the Software or other services or deliverables. 

“Software” means the Company’s enterprise-grade malware analysis software, including all computational code, programs, tools, applications, upgrades, enhancements and modifications. 

“Software License” means the limited, non-exclusive, non-transferable right of the Client and its End Users to use, operate and perform executable versions of the Software on a SaaS basis during the applicable license period (i.e., Trial License Period or Subscription Term), subject to the payment of Fees and compliance with all terms of this Agreement. 

“Subscription Fees” means the Fees payable by Client for the Software License during the applicable Subscription Term, in such amounts and on such schedule as described herein. 

“Subscription Term” means the period of Client’s and its End Users’ authorized access to the Software as defined in the Order Form. 

“Term of Agreement” or “Term” shall mean as defined in Section 6.1. 

  2. Software License, Software Restrictions and Cloud Provider Services 

 2.1         Software License. In consideration of the payment of Subscription Fees, and subject at all times to compliance with the terms hereof, the Company hereby grants to Client the limited, non-exclusive, non-transferable right for Client and its authorized End Users to access and use the Software for Client’s internal business purposes only during the Subscription Term (the “Software License”). Unless otherwise set forth in the Order Form, the type and number of End Users authorized to use the Software is not limited. Upon Client’s execution of this Agreement and payment of applicable Fees, the Company will provide Client with the access credentials necessary to access the Software. 

2.2         Documentation. The Software License also grants to Client a limited, non-exclusive non-transferable license to use the Documentation during the Subscription Term solely in connection with its use of the Software. 

2.3         Software License Restrictions. Notwithstanding any other provision hereof, the Software License does not permit the Client or any of its End Users to: (a) violate or fail to strictly comply with, at all times hereunder, any and all CodeHunter Software configuration rules; (b) sell, resell, rent or lease the Software or distribute or permit access thereto on a service bureau or software-as-a-service basis to any third parties (including to affiliates, contractors or vendors unless expressly authorized by Company in writing); (c) develop any software modules, add-ons, applications, features or functionalities derived from or otherwise utilizing the Software, including through interfaces, APIs or other tools; (d) use the Software to store or transmit infringing, defamatory, threatening, offensive, abusive, obscene, libellous, or otherwise unlawful or tortuous information or material or to store or transmit information or material in violation of third party privacy or IPRs;(e) interfere with or disrupt the integrity or performance of the Software or attempt to gain unauthorized access thereto; (f) reverse engineer, decompile, disassemble, or otherwise attempt to learn any source code, structure, designs, algorithms, or other functionality or features of the Software; (g) remove any copyright, trademark, patent, or other proprietary notice that appears on the Software or Documentation or otherwise infringe upon or misappropriate any Intellectual Property Rights of the Company or its licensors; (h) use the Software in any manner that makes excessive use of the Company’s or Cloud Provider’s network or facilities; (i) introduce any self-destruction mechanism, illicit code, automatic restraint or other mechanism that may interfere with the Company’s or Cloud Provider’s abilities to operate the Software or exercise any of its rights under this Agreement; and/or (j) penetrate, diminish or alter the data security of the Software or any of the Company’s or Cloud Provider’s facilities. 

2.4         Retained Software Rights. Subject only to the Software License, all Intellectual Property Rights in and to the Software and Documentation are hereby retained by the Company and its licensors, and the Client shall have no rights in or to the Software other than the right to receive and use it in accordance herewith. 

2.5         Maintenance Services. The Software License includes, a reasonable level of Software maintenance services and remote initial Software training services. Additional maintenance and training services may be acquired by Client for additional Fees as set forth in an Order Form or amendment thereto. 

2.6         Cloud Provider Services. The Software is hosted and made available for Client’s use in the Company’s designated instance within Cloud Provider’s facilities for delivery of on-demand, online access to the Software, the charges for which are included in the Subscription Fees. Access to and use of the Company’s instance is subject at all times to the Cloud Provider’s terms and conditions referenced below, as amended from time to time, which terms and conditions are flowed down to and shall apply to Client in the same manner as they apply to the Company. 

(a)          The AWS Customer Agreement found at 

              https://aws.amazon.com/agreement/ 

(b)          The AWS Services Terms found at: 

              https://aws.amazon.com/service-terms/ 

(c)          The AWS Service Level Agreements found at: 

              https://aws.amazon.com/legal/service-level-agreements/ 

(d)          The AWS Privacy Policy found at: 

https://aws.amazon.com/privacy/. 

Client hereby acknowledges and agrees that the foregoing Cloud Provider terms and conditions scope, limit, restrict and disclaim certain rights, obligations, damages and liabilities that may otherwise be available to the Company and indirectly to its clients and end users by and through the Company.  Accordingly, Client hereby waives Any claims against the Company resulting solely from a failure or defect in Cloud Provider’s services that are within the Cloud Provider’s control or responsibility and outside of the Company's control or responsibility. 

 3.1         The Client shall, at no cost to the Company, promptly provide the data, files, information and access to network equipment and facilities necessary for the Software to operate effectively and ensure that its End Users abide by all terms and conditions hereof. 

3.2         The Client shall be solely responsible for, and shall pay all costs and expenses associated with: (a) all communications hardware, software, facilities and systems needed to use the Software; (b) having access to appropriate internet connections to ensure effective access to and use of the Software; and (c) ensuring the compatibility and suitability of the Client’s network, systems, software, data, files and applications for use with the Software. Client shall also be responsible for ensuring the security of its network, operations and facilities. 

3.3 At all times hereunder, Client shall comply with all laws and regulations applicable to Client and its End Users, including any and all applicable data protection laws. 

3.4 The Client hereby agrees to serve as a marketing reference and agrees to:  

3.4a) Provide a written testimonial for the Company and allow the Company to use written testimonial in marketing materials, including but not limited to website, brochures, case studies, and social media posts, to promote the services provided by CodeHunter, subject to the terms outlined in this agreement. Client will have the opportunity to review and approve the final wording of the testimonial before publication. 

3.4b) Allow the Company to use the Client company name in marketing materials, including but not limited to website, brochures, case studies, and social media posts, to promote the services provided by CodeHunter, subject to the terms outlined in this agreement.

3.4c) Allow the Company to use the Client logo marketing materials, including but not limited to website, brochures, case studies, and social media posts, to promote the services provided by CodeHunter, subject to the terms outlined in this agreement.

4. Confidentiality 

 4.1         Each Party shall, in respect of Confidential Information of the other Party, whether or not received from the other Party, (a) take all reasonable steps to prevent unauthorized access to the Confidential Information to the same degree that it protects its own most highly sensitive information, but in all cases not less than reasonable protection thereof; and (b) not use such Confidential Information other than for the purposes set out in this Agreement. 

4.2         The restrictions in Section 5.1 do not apply to any information that: (a) is in or enters the public domain other than through a breach of Section 5.1 or any violation of any other legal, regulatory or contractual restriction on disclosure; or (b) is already in the recipient’s possession (with full rights thereto in the same form and scope) before receiving it from the other Party; or (c) is lawfully received from a third party with full right to have, use and disclose it. 

 5.1         Subscription Term. The Software License is granted and shall be in effect for the initial subscription period set forth in the Order Form (the “Initial Subscription Term”). The Initial Subscription Term shall automatically extend and renew thereafter for successive periods of twelve (12) months or any other period set forth in the Order Form (each a “Renewal Term” and together with the Initial Subscription Term, the “Subscription Term”), unless and until (i) this Agreement is earlier terminated in accordance herewith, or (ii) either Party gives the other Party written notice of non-renewal of the Software License at least thirty (90) days prior to the expiration of the then-current Subscription Term, in which case the Subscription Term shall expire on such anniversary date. 

5.2         Subscription Fees. Unless otherwise set forth in the Order Form, Subscription Fees are charged in the amount and on the payment schedule set forth in the Order Form, on an enterprise-wide basis for an unlimited number of End Users and an unlimited number of file uploads during the Subscription Term. The nature and scope of End Users may be modified at any time upon the written agreement of CodeHunter and shall go into effect after payment of any revised Subscription Fees upon a mutually agreed commencement date as mutually agreed in writing. Unless otherwise agreed by the Company in writing, Subscription Fees are irrevocable, vested and earned by CodeHunter for the entire Subscription Term upon the commencement date thereof, even if scheduled to be paid on a monthly or other periodic basis and even if a Subscription Term is terminated by either Party prior to the end thereof. 

5.3         Fee Disputes. Any dispute or question relating to any invoice must be communicated by Client to the Company within fourteen (14) days of its receipt of a Company invoice or the invoice shall be deemed irrevocably accepted by Client. The Client shall pay to the Company the full amount shown on its invoices within thirty (30) days of the date thereof. 

5.4         Taxes. All Fees are exclusive of taxes, duties or other such additional sums, including but not limited to, value added tax, excise tax, tax on sales, property or use, withholding tax or import or other duties and whether or not levied in respect of the Agreement, the Software or otherwise. 

 5.5         Interest on Unpaid Fees. If Client payments are not made on their respective due date, the Company may charge interest on the unpaid amount at the rate of one percent (1%) per month, or any part thereof, up to but not exceeding the maximum rate permitted by applicable law. Any and all payments by Client shall be applied first to any unpaid interest charges and unpaid Subscription Fees. 

 5.6         Software Access Suspension. The Company reserves the right to suspend access to the Software (without terminating this Agreement) upon seven (7) days’ written notice to Client in the event that Client fails to pay any undisputed Fees by their applicable due date (a “Software Access Suspension”). For the avoidance of doubt, any and all undisputed Fees shall continue to be assessed, shall accrue and be due and payable during the course of any Software Access Suspension until proper termination of this Agreement. No return or refund of any Fees shall be made to Client during or relating to any Software Access Suspension. 

 6.1         Term of Agreement. This Agreement shall commence on the Effective Date hereof and shall continue thereafter until one hundred eighty (180) days after expiration or termination of the final Subscription Term (if not renewed or extended during such period) or unless and until terminated in accordance with this Section 6 (collectively, the “Term”). Subscription Terms may run for different periods independent of the Term of this Agreement; provided that, termination of this Agreement shall automatically terminate all then existing Subscription Terms. 

6.2         Termination Rights. Either Party may terminate this Agreement as follows: 

(a)          Immediately upon written notice to the other Party in the event that the other Party undertakes liquidation, dissolution or is declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an arrangement with its creditors, or any similar situation; 

  (b)          Immediately upon written notice to the other Party in the event that the other Party materially breaches this Agreement (which, if capable of being remedied, remains un-remedied for thirty (30) days after the day on which a written notice specifying the nature of the breach has been served on such Party). For the avoidance of doubt, without prejudice to the Company’s Software Access Suspension rights, non-payment of any undisputed Fees by the Client may be deemed by the Company, in its discretion, to be a material breach of this Agreement. 

  (c)          By the Client, for its convenience, upon at least ninety (90) days prior written notice to the Company (“Termination Notice”), subject to Client’s payment prior to expiration of such ninety (90) day period, in a lump sum, of all Subscription Fees and any other Fees due and/or to become due throughout the balance of the then outstanding Subscription Term (collectively, the “Termination Fee”). Unless and until the Termination Fees are fully paid, termination of the Agreement shall not take effect and Subscription Fees shall continue to accrue and be due and owing in accordance with the then applicable payment schedule. 

 6.3         Effect of Termination; Survival of Terms. Termination of this Agreement for other than material breach of the Client shall not affect any accrued rights of either Party, but termination of this Agreement by the Company for material breach hereof by the Client shall forthwith terminate all rights and benefits of the Client hereunder, including any and all Software Licenses. In all cases, the Company’s rights under the following sections shall survive any termination of this Agreement, regardless of cause: Sections 2-8, and 9.2.

6.4         Return or Deletion of Company Data. Upon termination of this Agreement, the Client shall return and purge from its internal and external storage systems, any and all Company Data in its possession or control. The Company shall have the right to audit, directly or through a third party, Client’s compliance with this obligation. 

 7.1         Warranties. The Company hereby represents and warrants to the Client that: (a) the Software will perform in accordance with its specifications throughout the Term of this Agreement; and (b) the Software does not infringe upon any Intellectual Property Rights of any third party. 

7.2         Disclaimers. EXCEPT AS SET FORTH IN SECTION 7.1 ABOVE, THE SOFTWARE AND ALL SERVICES PERFORMED BY THE COMPANY ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY (INCLUDING MERCHANTABILITY OF COMPUTER PROGRAMS), FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE SOFTWARE OR ANY COMPANY SERVICES WILL MEET THE CLIENT'S GOALS OR REQUIREMENTS OR THAT THE OPERATION OR USE OF THE SOFTWARE OR ANY SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. 

7.3         Limitation Of Liability. THE COMPANY SHALL NOT BE LIABLE TO THE CLIENT FOR ANY LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTIONS OR ANY OTHER INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT OR IN LAW (INCLUDING NEGLIGENCE OR STRICT LIABILITY) AND WHETHER OR NOT IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

7.4         Limitation of Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY'S LIABILITY TO THE CLIENT FOR DIRECT DAMAGES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WHETHER IN CONTRACT, TORT OR VIOLATION OF LAW, SHALL BE LIMITED TO THE AGGREGATE FEES PAID TO THE COMPANY BY THE CLIENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACCRUAL OR ASSERTION OF SUCH CLAIM. 

7.5         Force Majeure. The Company shall not be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control, including but not limited to, severe weather, acts of war, acts of terrorism, earthquakes, pandemics, medical emergencies, hurricanes, loss of electricity, lost connectivity, loss of water, floods, death or disability of key personnel or other unforeseen causes.   

 8.1        The Client acknowledges that the Software, the Documentation, and all Company Data, along with all related Intellectual Property Rights therein, are and shall remain the sole property of the Company or its licensors. Other than the Software License rights and the Company Data rights described in Section 8.2, nothing in this Agreement shall be construed to or be deemed to assign, grant or license to Client any right, title or interest in or to the Software or Company Data. 

8.2         The Client shall retain ownership and all Intellectual Property Rights in and to the Client Data, subject to a non-exclusive license to the Company during the Term hereof to receive, collect, possess, process, use and store such Client Data in order to operate the Software and/or provide any services related thereto. The Client further understands and agrees that: 

(a)          The Company will have access to the Client’s account in the Software and may access the data and information therein to confirm that Client’s use of the Software is in accordance with the terms of this Agreement; 

(b)          The Company reserves the right to remove or suspend access to any Client Data when such action is necessary to comply with applicable laws or this Agreement and Client agrees to any such actions requested by the Company and to promptly comply with any Company take-down requests; 

(c)          As permitted by applicable laws, the Company may use Client Data on an anonymized or de-identified basis (i) to monitor and measure the performance of the Software, (ii) to further develop, modify, enhance and improve the Software and/or (iii) to create and utilize aggregate level statistical information and analytics regarding the performance of the Software; and 

(d)          The Company shall have the right to disclose Client Data as required by applicable laws, administrative tribunals, court orders or similar legal process. 

 9.1          Effect of Agreement. This Agreement is for the sole benefit of the Parties hereto and their permitted successors and assigns. No person who is not a Party to this Agreement shall have any rights hereto or benefits hereunder. 

 9.2          Responsibility for End Users. The Client is and shall be solely liable and responsible for the actions and omissions of its End Users and any other person or entity which Client authorizes to use the Software. All actions or omissions of any End Users or third parties of the Client shall be deemed to be the actions of the Client. 

9.3         Notices. All notices to be given under these conditions shall be in writing and shall be delivered by hand, sent by registered post, delivered by electronic mail or delivered through the Client’s account in the Software or at the address stated on the Order Form or as otherwise known or confirmed by the delivering Party at the time of the notice. Any such notice shall be deemed to have been received by the other Party: if delivered by hand, when delivered; if mailed or express delivered, on the second Working Day following the date of such mailing or express delivery, or if sent by email or through the Software at midnight on the date of such delivery at the receiving party’s location. 

 9.4        Independent Contractors. Nothing in this Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between the Parties, authorize either party to act as agent for the other party, or authorize either Party to act in the name or on behalf of, or otherwise to bind, the other Party in any way. 

 9.5        Entire Agreement. This Agreement, together with the Trial License Agreement (if applicable) and Order Form, sets out all of the terms agreed between the Parties relating to the subject matter hereof. They merge and supersede any and all prior discussions, agreements, understandings and representations between the Parties relating to the Software. 

 9.6        Amendments; Assignment. No amendments or modifications to this Agreement shall be binding upon the Parties unless made in writing and signed by a duly authorised representative of each of the Parties. The Agreement may not be assigned or the benefits hereof transferred by the Client without the Company's prior written consent. The Company may assign this Agreement to any acquirer of majority voting control or all or substantially as of the assets of the Company upon sixty (60) days prior written notice to Client. 

  9.7     Governing Law; Jurisdiction and Venue; Attorneys’ Fees. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to conflicts of law principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Commonwealth courts located within Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia located in Alexandria, Virginia. In any actions or proceedings in which the Company prevails, the Company shall be entitled to recover its costs and expenses, including attorneys' fees, from Client. 

 10.1          Indemnification. The Client hereby indemnifies and holds the Company harmless from and against any and all claims, liabilities, losses, damages and expenses (including attorneys' fees) arising from any material breach of this Agreement and/or any violation of applicable laws by the Client or by any of its End Users and/or from any claim that the Client or End Users violated any rights or interests of such claimant. 

10.2           Right to Audit. CodeHunter or its nominee (including accountants or auditors) may, on ten (10) days’ notice, inspect and audit Client's use of the Software at any time during the Term and for up to two (2) years following termination hereof. All audits will be conducted during regular business hours and so as not to unreasonably interfere with Client's business. Client shall make available all books, records, equipment, information, and personnel requested by or on behalf of CodeHunter with respect to such audit.