End User License Agreement
1. Acceptance of end user license agreement
GreyNoise Intelligence, Inc. ("GreyNoise", "us", or "our") offers certain threat intelligence services and data through its Platform. All references to "you", or "your", means each person or entity that subscribes to the Platform (a "Customer") or accesses the Platform without a subscription through our visualizer available at https://viz.greynoise.io/. This EULA governs your access to and use of the Platform, unless you have entered into a separate Data License Agreement with us, in which case that Data License Agreement, and not this EULA, will govern.
GreyNoise provides the Platform to you solely on the terms and conditions set forth in this EULA and on the condition that you accept and comply with them. By clicking the “accept” button you (a) accept this EULA and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; and (ii) if you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of this EULA will be deemed an acceptance by that entity, and “you” and “your” will refer to that entity. If you do not agree to this EULA, GreyNoise will not and does not license the Platform to you and you must not use the Platform.
1.3. Select Definitions
- 1.3.1. “Authorized User” means Customer’s employees, consultants, contractors, and agents (1) who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to this EULA and (2) for whom access to the Platform has been purchased hereunder.
- 1.3.2. “Customer Data” means, other than Usage Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User pursuant to this EULA.
- 1.3.3. “Documentation” means GreyNoise API access keys, user manuals, handbooks, and guides relating to the Platform available at https://docs.greynoise.io or developer.greynoise.io
- 1.3.4. “EULA” means this End User License Agreement, which includes your Quotation for a subscription to the Platform, if applicable.
- 1.3.5. “GreyNoise API” means an application programming interface (API) and associated tools, access keys, and documentation providing access to GreyNoise Data.
- 1.3.6. “GreyNoise Data” means the threat intelligence data in GreyNoise’s proprietary database provided by GreyNoise through the Platform.
- 1.3.7. “Platform” means the threat intelligence platform made available by GreyNoise that includes: (1) the GreyNoise API; (2) Documentation; (3) GreyNoise Data; and (4) all intellectual property provided to you in connection with the foregoing. The Platform does not include Customer Data or Usage Data.
- 1.3.8. “Quotation” has the meaning set forth in Section 2.1
- 1.3.9. “Subscription Fee” has the meaning set out in Section 4.1.
- 1.3.10. “Usage Data” means data and information related to Customer’s use of the Platform, including data that is derived from Customer Data input into the Platform.
2. Subscription, Account Registration, and Security
2.1 Account Registration
2.2 Trial and Other Non-Paid Offerings
When registration of your account is complete, you may have access to a subset of features of the Platform that do not require a paid subscription. GreyNoise reserves the right to change, revoke, limit, restrict or expand access to features for these non-paid offerings. At the conclusion of your access to the non-paid access to the Platform, you may choose to purchase a subscription as described in Section 2.3.
Potential Customers interested in subscribing to the Platform may contact GreyNoise by email at firstname.lastname@example.org to request a custom quotation for a subscription to the Platform (a Quotation). Upon receipt of a request, GreyNoise will work with the potential Customer to ascertain any additional details necessary to provide a Quotation. GreyNoise will submit to potential Customers by email a Quotation containing the proposed duration of the subscription, amount of the Subscription Fee, payment terms, renewal terms, scope of access to the Platform, and any additional terms relevant to the subscription. To accept the Quotation, sign and return the Quotation to email@example.com. The Quotation is incorporated by reference and made a part of this EULA. In the event of any discrepancy between the terms of this EULA and a Customer’s accepted Quotation, the terms of the Quotation control. For Customers who purchase a subscription through resale by a GreyNoise partner, the material terms of the subscription (duration, Fee, payment terms, renewal terms, scope of access) are governed by the agreement between the Customer and the GreyNoise partner.
You must treat any username, password, API key, or other security-related information as confidential, and you must not disclose it to any other person or entity. Your account is personal to you and you agree not to provide anyone other than your Authorized Users with access to it or your security-related information. You agree to notify us immediately of any unauthorized access to or use of your account, security-related information, or any other breach of security.
3. Grant of Rights
3.1 Platform License
Subject to your complete compliance with this EULA including full payment of all applicable Subscription Fees, GreyNoise hereby grants you a non-exclusive, non-transferable right to access and use the Platform during the term stated in your Quotation. Such use is limited to your internal business purposes or noncommercial purposes such as academic research, if applicable.
3.2 Use Restrictions
You shall not use the Platform for any purposes beyond the scope of the access granted in this EULA. You shall not at any time, directly or indirectly, and shall not permit any person or entity to:
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform;
- copy, modify, or create derivative works of the Platform, in whole or in part;
- modify, alter, distort, delete, or change Platform in any way that would materially affect the integrity of Platform;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, the source of GreyNoise Data, or methods used to compile GreyNoise Data, in whole or in part;
- remove any proprietary notices from the Platform; or
- use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3.3 Suspension of Service
Notwithstanding anything to the contrary in this EULA, GreyNoise may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the GreyNoise Data if GreyNoise reasonably determines that:
- Customer violates any of the restrictions in Section 2.1;
- Customer’s use of the Platform exceeds the scope of access set forth in Customer’s Quotation or constitutes abusive usage;
- there is a threat or attack on any of the Platform;
- Customer’s or any Authorized User’s use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of GreyNoise;
- Customer, or any Authorized User, is using the Platform for fraudulent or illegal activities;
- subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
- GreyNoise’s provision of the GreyNoise Data to Customer or any Authorized User is prohibited by applicable law.
3.4 Responsibility for Use of Platform
You are responsible and liable for all uses of the Platform through access thereto provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this EULA. GreyNoise will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a service suspension described above.
4. Fees, Renewal, and Cancellation
4.1 Subscription Fee
By accepting the Quotation for your subscription (as described in Section 2.1), you authorize GreyNoise to charge you the fee for the term set out in your Quotation (“Subscription Fee”). Unless stated otherwise in the Quotation, you shall pay the initial Subscription Fee within thirty (30) days of acceptance of the Quotation. GreyNoise accepts payment in the form of check, ACH, wire transfer, and via credit card through Stripe, Inc (“Stripe”). If you make payment through Stripe, you agree to comply with any relevant terms of service from Stripe, Inc. concerning payment processing.
Your subscription will terminate on the date indicated in your Quotation unless extended by written agreement of the parties in writing prior to such date. Unless otherwise agreed in writing by you and GreyNoise, any renewal of your subscription will be on the same terms and conditions contained in your Quotation.
4.3 Cancellation by GreyNoise
GreyNoise may terminate your subscription if you: (A) fail to pay any amount when due and such failure continues more than ten (10) days after GreyNoise delivers to you written notice of such failure; or (B) breach any of your obligations under Section 3.3 and such breach continues more than ten (10) days after GreyNoise delivers to you written notice of such breach.
4.4 Cancellation by Either Party
Either party may terminate your subscription, effective on written notice to the other party, if the other party materially breaches this EULA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
4.5 Effect of Cancellation
No expiration or termination will affect your obligation to pay all Subscription Fees that may have become due before such expiration or termination, or entitle you to any refund.
5. Intellectual Property
You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform by virtue of your subscription, or any other rights thereto, other than to use the Platform in accordance with the limited grant of access contained in Section 3.1 and subject to all terms, conditions, and restrictions under this EULA. You further acknowledge that: (1) the GreyNoise Data is an original compilation protected by United States copyright laws; (2) GreyNoise has dedicated substantial resources to collect, manage, and compile the GreyNoise Data; and (3) the GreyNoise Data constitutes trade secrets of GreyNoise. GreyNoise reserves and retains its entire right, title, and interest in and to the Platform, including intellectual property rights, except as expressly granted to you in this EULA.
You shall use commercially reasonable efforts to safeguard the Platform from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify GreyNoise if you become aware of any infringement of the Platform and fully cooperate with GreyNoise, at GreyNoise’s expense, in any legal action taken by GreyNoise to enforce its intellectual property rights.
5.2 GreyNoise Marks
The GreyNoise name, the GreyNoise logo, and all related names, logos, product and service names, designs and slogans are trademarks of GreyNoise or its affiliates or licensors. You must not use such marks without the prior written permission of GreyNoise, which consent will not be unreasonably withheld. All other names, logos, product and service names, designs and slogans are the trademarks of their respective owners.
5.3 Customer Data
GreyNoise acknowledges that, as between GreyNoise and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to GreyNoise a non-exclusive, royalty-free, worldwide license to (1) reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for GreyNoise to perform its obligations under this EULA, and (2) reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Usage Data in an anonymized and aggregate manner.
5.4 Usage Data
GreyNoise may monitor Customer’s use of the Platform and collect and compile Usage Data. As between GreyNoise and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by GreyNoise. Customer acknowledges and agrees that GreyNoise may compile Usage Data derived from Customer Data input into the Platform. Usage Data shall be used by GreyNoise in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform. You agree that GreyNoise may (1) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other GreyNoise offerings, and (2) disclose Usage Data as permitted by applicable law solely in aggregate or other anonymized form.
If you or any of your Authorized Users sends or transmits any communications or materials to GreyNoise suggesting or recommending changes to the Platform, or any comments, questions, suggestions, or the like (“Feedback”), GreyNoise is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
6. Warranty Disclaimer
THE PLATFORM IS PROVIDED “AS IS” AND GREYNOISE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GREYNOISE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
GreyNoise shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that the Platform, or any use of the Platform in accordance with this EULA, infringes or misappropriates such third party’s US intellectual property rights, provided that you promptly notify GreyNoise in writing of the claim, cooperates with GreyNoise, and allows GreyNoise sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agrees to permit GreyNoise, at GreyNoise’s sole discretion, to (1) modify or replace the Platform, or component or part thereof, to make it non-infringing, or (2) obtain the right for Customer to continue use the Platform. If GreyNoise determines that neither alternative is reasonably available, GreyNoise may terminate the Platform, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
This Section 7 will not apply to the extent that the alleged infringement arises from: (A) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by GreyNoise or authorized by GreyNoise in writing or (B) modifications to the Platform not made by GreyNoise.
Customer agrees to defend, indemnify and hold harmless GreyNoise, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Customer’s violation of this EULA.
8. Limitation of Liability
8.1 Exclusion of Damages
In no event will GreyNoise be liable under or in connection with this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (1) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (2) increased costs, diminution in value or lost business, production, revenues, or profits; (3) loss of goodwill or reputation; (4) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (5) cost of replacement goods or services, in each case regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
8.2 Cap on Monetary Liability
In no event will GreyNoise’s aggregate liability arising out of or related to this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to GreyNoise under this EULA in the twelve (12) month period preceding the event giving rise to the claim. The exclusions and limitations in this Section 8 do not apply to claims pursuant to Sections 7 or liability for GreyNoise’s gross negligence or willful misconduct.
GreyNoise may revise and update this EULA from time to time in our sole discretion. We will notify Customers of any changes to this EULA at least ten (10) days prior to such change taking effect, but it is a good idea for you to periodically review the most recent version. All changes are effective upon the date indicated in the notice, except that any changes which impact the terms contained in your Quotation (if applicable) will not take effect until your subscription renews, unless you and GreyNoise agree otherwise in writing.
Your continued use of the Platform following the 10-day notice period means that you accept and agree to the changes.
9.3 Governing Law and Jurisdiction
All matters relating to your subscription, the Platform, and this EULA and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction).
9.4 Waiver and Severability
No waiver by GreyNoise of any term or condition set forth in this EULA will 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 GreyNoise to assert a right or provision under this EULA will not constitute a waiver of such right or provision.
If any provision of this EULA is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the EULA will continue in full force and effect.
9.5 Contact Us
All feedback, comments, requests for technical support and other communications relating to your subscription or the Platform should be directed to: firstname.lastname@example.org.