Subject to the terms, conditions and restrictions set forth in this Agreement, including payment of the Subscription Fees set forth in the Order Form, Recorded Future, Inc. (“Recorded Future”, “We”, “Us” or “RF”) hereby grants, and the customer indicated on the Order Form (“Customer” or “You”) hereby accepts, a non-exclusive, non-transferable, right and license, to access and use, solely for its internal business purposes, (i) the Subscription Service identified on the Order Form (the “Service”), on a hosted basis, in accordance with the user documentation provided with the Service (“Documentation”), and (ii) the Documentation, each for the Subscription Term set forth in an applicable Order Form. Use of the Service is restricted and subject to the number of users and other limitations based on what the Customer orders. Subscription Fees are due and payable within 30 days of date of invoice and are exclusive of all taxes, except taxes on Recorded Future’s net income.
2. What You’re Getting and Not Getting
RF will provide you with access to the Service via a password-protected URL designated by RF. How you access that URL is your responsibility. Each RF password authorizes a single end user to access the Service and can’t be used on more than one machine at a time – in other words, feel free to access the Service from any computer you’d like, but multiple simultaneous logins with the same password are prohibited. Passwords are issued to you for your own use only, so don’t go sharing yours with anyone else.
Customer shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation; (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Service; or (v) use the product in any harmful or unlawful ways. Notwithstanding the foregoing restrictions, if Customer has purchased a derivative use license, Customer may redistribute and make copies and derivative works of the Service, including content generated from the Service, for Customer’s own internal purposes and for distribution to Customer’s own direct customers, but under no circumstances are Customer’s direct customers permitted to redistribute to any other party. The Service is the proprietary intellectual property of Recorded Future that contains trade secrets and is protected by copyright law. An API license authorizes one application to access the service and does not allow simultaneous queries from a single API token. If an API license is integrated in a customer software application that application can apply the service, but not another software application.
Subject to any license granted hereunder, Recorded Future retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by Recorded Future. Recorded Future shall own all rights, title and interest in any deliverables created by Recorded Future under a SOW, but all such deliverables shall be licensed to Customer for use in connection with Customer’s use of the Service hereunder. Notwithstanding the foregoing, Customer retains all rights, title and interest in and to Customer’s own information and data, including Customer’s ideas, processes, standards, practices, and management policies and procedures, that is input by Customer into the Service or supplied to Recorded Future (“Customer Data”).
You also agree not to publish any performance or benchmark test or analyses relating to the Service or the use thereof without our prior written consent. Any distribution without the purchase of specific ‘Derivative Use License’ user seats by Customer of reports, content or output generated by the Service to any entity, person, or group without Recorded Future’s express written authorization is strictly prohibited.
RF is constantly striving to make the Service better. We have to have discretion to make changes to it as we see fit. RF offers support for the Service as set forth in Appendix 1. You cannot gather, or attempt to gather, by any automated means, including “screen scraping” or “database scraping,” content or any other portion of RF content. Programmatic access to RF content is available via a Developer API license. You cannot employ the RF content, or RF software, or both for any unlawful purpose.
The Service and the RF name and logo are the property of RF and are protected by international treaties and laws of the US and other countries., and, just to be clear, you’re not getting any rights in those things (other than the right to access and use the Service per these Terms).
3. Access to the RF Services
If you are a subscriber to our Cyber Daily, we’re giving you access to that service free of charge. We can’t promise the Cyber Daily service will stay that way forever. Your constructive feedback is all we ask for at this stage. And just so there are no misunderstandings in that regard, the feedback you give us will become the property of RF for us to use or not use as we see fit with no obligation to you.
If you are a subscriber to the full Recorded Future Service, your access (beyond any gratis trial period granted to you — which period would be subject to these Terms in all other respects) is conditioned on you paying RF the applicable Subscription Fees. In the event you lose your access to the Service for any reason, including for non-payment of fees, you will lose any stored configurations and other data and settings associated with your account, and RF will not be liable to you or any third party for such loss (see Section 4).
4. Nobody’s Perfect — Waivers, Limitation of Liability, and Indemnification
RF makes the service available to you on an “as is” and “as available” basis. ACCORDINGLY, YOU ASSUME ALL RISKS IN USING THE SERVICE, INCLUDING WITHOUT LIMITATION FOR TRADING PURPOSES, AND RF WILL NOT BE LIABLE FOR ANY DAMAGES, COSTS AND EXPENSES SUFFERED OR INCURRED BY YOU OR ANY THIRD PERSON UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICE, ANY CANCELLATION OF ALL OR PART OF THE SERVICE, AND ANY INACCURACIES, ERRORS OR OMISSIONS IN THE SERVICE. RF MAKES NO WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING.
THE CUMULATIVE LIABILITY OF RECORDED FUTURE TO CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO RECORDED FUTURE UNDER THE APPLICABLE ORDER FORM WITHIN THE YEAR PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL RECORDED FUTURE OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF RECORDED FUTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT.
If a third party claims that the Subscription Service infringes any U.S. patent, copyright, or trade secret, Recorded Future will defend Customer against such claim at Recorded Future’s expense and indemnify Customer against all damages finally awarded through judgment or settlement, provided that Customer promptly notifies Recorded Future in writing of the claim, allows Recorded Future sole control of the defense and/or settlement, and cooperates with Recorded Future in, the defense or settlement of such action. If such a claim is made or appears possible, Recorded Future may, at its option, secure for Customer the right to continue to use the Subscription Service, modify or replace the Subscription Service so that it is non-infringing, or, if neither of the foregoing options is available in Recorded Future’s reasonable opinion, terminate this Agreement and refund to Customer any unamortized pre-paid fees for use of the Subscription Service. Recorded Future shall have no liability or obligation hereunder with respect to any infringement claim if such infringement is caused by (i) compliance with Customer’s instructions, designs, guidelines, plans or specifications; (ii) Customer’s use of the Subscription Service other than as specified in the applicable Documentation; (iii) modification of the Subscription Service by any person other than as authorized in writing by Recorded Future; or (iv) the combination, operation or use of the Subscription Service with other product(s) or services not supplied by Recorded Future, where the Subscription Service would not by itself be infringing. THIS PARAGRAPH STATES RECORDED FUTURE’S ENTIRE OBLIGATION TO CUSTOMER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
Because we are based in the United States, you have to comply with US export laws and regulations in providing and using the Service. You represent that you are not named on any US government list of persons or entities prohibited from receiving exports, and you or users administered by you shall not use the service in violation of any US export embargo, prohibition or restriction.
And one more thing – as you surely know, you cannot use the Service for any illegal purposes. That means you will not use the Service for anything that is against the laws of any country or state. Don’t do anything we wouldn’t do.
5. General Stuff
This Agreement between you and us begins on the date set forth on the Order Form. It ends at the conclusion of the subscription term described on the Order Form, unless earlier terminated by one party due to the other party’s breach of this Agreement and failure to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party If for any reason you terminate the this Agreement due to our uncured breach, you agree that your sole and exclusive remedy is a pro-rata refund of any fee you paid to RF in advance of such termination applicable to the remainder of the subscription term.
For legal purposes, this Agreement will be considered made in the Commonweath of Massachusetts and interpreted under the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws provision, and any disputes arising under this Agreement will be subject to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts. Your right to use the service was given to YOU, which means you can’t transfer that right or palm off your obligations on anyone else. There’s no joint venture, partnership, agency or fiduciary relationship between you and RF just because you agree to these Terms and use the Service. If this Agreement terminates, the provisions of this Agreement which are intended to survive, including without limitation Sections 4 and 5, shall survive.
Finally, this Agreement is the entire agreement between you and RF regarding the Service and supersedes any prior communications and understandings, whether oral or in writing, concerning the subject matter of this Agreement.