SPIDERFOOT HX TERMS OF USE

GENERAL

These terms of use (hereinafter the “Terms”) govern the Client’s and the User’s access to the Platform (as defined below) and the use of services, as well as the content and other information available at the Platform.
In addition to these Terms, the privacy policy and other relevant agreements, including, but not limited to data processing agreement(s), depending on the circumstances, shall apply.

DEFINITIONS

Unless expressly otherwise stated or evident in the context, the capitalised terms used in these Terms shall have the meanings set forth in the introductory language of these Terms or as set forth below:

“Account” – a common term for the Client Account and the User Account;
“Agreement” – an agreement for the use of the Platform concluded between the Operator and the Client in accordance with the Terms;
“Client Account” – A profile connected to a specific Client for the use of the Platform used to identify the Client, to provide the Users connected to the Client with access to the Platform, and to change and save the settings;
“Client” – a person who has entered into the Agreement with the Operator;
“Fee” – regular payment pursuant to the Plan for using the activated Account;
“Intellectual Property” – all existing and future author’s rights (copyrights), including any neighbouring and related rights, and industrial property rights in and related to the Platform, including all applications for renewal or extension of those rights, and other similar or equivalent rights and means of protection;
“Operator” – the operator of the SpiderFoot HX Platform is SM7 Software OÜ, a limited liability company established and existing under the laws of Republic of Estonia, registry code 14682776, address Sepapaja 6, 15551 Tallinn, Estonia;
“Party” – a common term for each of the Client and the Operator;
“Plan” – specific conditions related to the use and functionality of the Platform, which are specified on the Website, and on which the Fee is based;
“Platform” – SpiderFoot HX platform that is used to query data available from public and paid sources. For the avoidance of doubt, SpiderFoot HX is to be distinguished from SpiderFoot, which is an open source product developed by the Operator, but the use of which is not governed by these Terms;
“Search data” – the data the Client or the User searched for by using the Platform and the data returned from the search;
“User Account” – The User profile connected to the Client Account for the use of the Platform, which is used to identify the User, provide personal access to the Platform, and to change and save the settings;
“User” – any individual that the Client has authorised to use the Platform;
“Website” – www.spiderfoot.net with its content.

REGISTRATION

In order to start using the Platform the Client must enter into Agreement with the Operator and create the Client Account. To enter into Agreement with the Operator and to create the Client Account, the Client must:

complete the sign-up form on the Website by providing a valid email address, and any other information requested in order to complete the sign-up process;
accept these Terms by clicking “I have read and accept the terms”;
confirm that it has familiarized itself with the Privacy Policy.

By accepting these Terms, the Client acknowledges that it has read, understood, and agree to be bound by the Terms. These terms form an inseparable part of the Agreement. The Client cannot create the Account and start using the Platform without accepting these Terms.
The Client must provide the Operator with true, accurate, current, and complete information about the Client and the Users and keep such information up-to-date.
If the Operator so chooses, a free tier version of the Platform may be available. In this case, the Client may register for a free tier version of the Platform, details of which are specified on the Website. In order to use the free tier, the Client will have to sign up for using the Platform, but the Client will not be required to provide any credit card information. The Client subscribed for a free tier shall always have the right to upgrade its Account and select the suitable subscription Plan.

ACCOUNTS

Accounts are necessary to use the functionality and of the Platform. If an individual is related to several Clients, a separate User Account is created for that individual under each Client Account.
User Accounts are administered by the Client, which means that the Client has the right to create, change and deactivate User Accounts at its own discretion. The Operator shall have the right to create a new User Account only if the Client is unable to access its Account.
The Users who have been granted access to the Platform will be deemed to be authorized to act on behalf of the Client when using the Platform. The Operator shall be not responsible for and shall have no liability for verifying the validity of authorisation of any User. Nevertheless, the Operator may at its own discretion, request additional information or proof of the User’s credentials. If the Operator has doubted the User’s authorisation, the Operator may at its sole discretion, prevent such User from accessing the Platform.
The Client and the Users are obliged to keep their Account names and credentials secret and prevent them from falling into the possession of third parties. The Client must immediately notify the Operator of abuse of the Accounts or the loss of the credentials. In this case, the Operator will take all reasonable measures to renew the password, protect the Account or delete it.
The Client or the User may not give access to their Accounts or share the Account with third persons without the Operator’s prior consent.

FEES AND PAYMENT

The use of the Platform is subject to a Fee (except for the free tier specified in Clause 3.4). The Client must select the Plan upon signing up for the Platform. The Fee is charged in advance on payment intervals described in the Plan unless otherwise agreed.
The Operator will not refund or credit the Fees for periods where the Client or the Users did not use their activated Accounts, used it only partially, or deactivated the Account, or downgraded to a free tier of the Platform, if such version is made available by the Operator, or terminated the Agreement during an ongoing payment interval.
If after signing up the Client decides to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein.
As a payment method, the Client can choose either a credit card, a payment service provider accepted by the Operator or an invoice.
The Operator may pre-authorize the Client’s payment card account prior to the payment of the Plan in order to verify that the card is valid and has the necessary funds or credit available to cover the payment. Hereby the Client authorizes the Operator to charge the agreed Fee from the Client’s payment card account. The Client shall provide the Operator with updated information regarding the payment card account upon the Operator’s request and any time if the information the Client provided is invalid.
In the event that the Operator has not made pre-authorization to the Client’s payment card, then before the end of each payment interval depending on the Plan, the Client will be issued an electronic invoice (sent to an email provided by the Client) for payment of the Fee of the next payment interval. The Client must pay the invoice within thirty (30) days as of issuance of the respective invoice.
If payments of invoices are delayed, then the Operator shall be entitled to a late payment interest at the rate of 0,05% of the unpaid invoice per calendar day until full payment of the invoiced sum. In case of delay in the payment of any invoice, the Operator shall be entitled to halt or terminate the Client’s use of the Platform without incurring any liability before the Client for this action.

USE OF THE PLATFORM

The Client and the Users may use the Platform to the extent of and for the purposes of and aims for which the Platform functionality has been created and made available to the Client and the Users, and only in the scope, with the means and for purposes as identified in these Terms and applicable law. As an example, the Client nor the User must not:

use the Platform to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
use, copy, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content of the Platform in a way that violates someone else’s (including the Operator’s) rights.

The Client shall be responsible for maintaining the security of the Accounts. Moreover, the Client shall be fully responsible for all activities that occur under such Account and any other actions taken in connection with the Account.
The Client shall be solely responsible for the use of application programming interface (API) keys of the third-party API providers on the Platform. In order to use such API keys, the Client must comply with any and all terms and conditions of the service providers (as well as shall pay the fees, if required by those third-party service providers) whose API key the Client intends to use on the Platform.

INTELLECTUAL PROPERTY RIGHTS

The Platform and any parts and elements thereof (including databases and software, business names, trademarks, business secrets, domain names, etc.) are and may be protected under the Intellectual Property rights that belong to the Operator or third parties.
During the validity of the Agreement, the Operator allows the Client and the Users to use the functionality of the Platform for their needs, in compliance with the Agreement and for the purposes stated herein. The Operator does not give the Client or User any other licences or rights and the Client or the User will not obtain any Intellectual Property rights to the Platform or any content made accessible through the Platform.
The Client nor the User may not change, copy, duplicate, distribute, process, translate, transmit, add to other databases or make available to the public the Platform, or use the Intellectual Property Rights concerning the Platform in any other way than provided herein, without the prior written consent of the Operator. Furthermore, the Client nor the User have no right to issue sublicenses for the use of the Platform or create new intellectual property objects based on it.

DATA PROTECTION

Depending on the categories of personal data, the Operator may be in the role of data controller or a data processor.
The Operator is in the role of data controller regarding the personal data of the Client and the User. The Operator’s privacy notice published on the Operator’s website explains how the Operator collects or otherwise processes such personal data and how the data subject’s rights can be exercised.
For processing of personal data of which the Client or the User is deemed data controller, a data processing addendum will apply. The data processing addendum forms an inseparable part of these Terms and can be found here.

AVAILABILITY AND TECHNICAL SUPPORT

The Platform and services provided through Platform are provided on “as is” and “as available” basis and without any representation of warranty. The Operator shall apply its best efforts to having the Platform up and running but will not guarantee the Client any service levels unless agreed separately in writing.
The Operator shall provide reasonable technical support to the Client and the User at the reasonable request of the Client or the User. The Operator will respond to enquiries of support from the Client or the User as soon as reasonably possible. The contact for all enquiries of support is spiderfoot-alerts@intel471.com.
The Operator shall maintain the right to temporarily restrict the access to the Platform if it is needed for maintenance, development or updates or when required by applicable law.

INDEMNIFICATION

The Client shall defend, indemnify and hold the Operator harmless from and against any liabilities, allegations, claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs), including to third parties, data subjects and any administrative sanctions and penalties imposed by any national or international authority or court, due to the Client’s infringement or breach (either intentional or negligent) of its obligations under the Agreement or applicable law.

RESPONSIBILITY AND LIMITATION OF LIABILITY

The Operator shall be only liable for direct and proprietary damages caused to the Client or the User by a breach of its obligations under the Agreement. The Operator shall not under any circumstances be liable for any loss of profit or other indirect damages incurred by the Client or the User under the Agreement.
In no event shall the aggregate liability of the Operator (including interest) for all claims connected with any violation of the Agreement exceed six (6) months Fee payable under the Agreement.
The Operator shall not be liable to the Client or the User for the damage and other consequences that have arisen due to the following reasons:

any modifications in these Terms, the Plans or the Fees, as well as permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Platform;
deletion of, corruption of, or failure to store the Client’s or the User’s Search data;
use of the Search data by the Client or the User;
disputes have arisen between the Client and the User(s);
upgrading or downgrading the subscription Plan;
changes in legal acts and in their interpretations, their impacts on the Client and the User(s) and implementing those changes in the Platform, unless it is obligatory to the Operator under the law or a court decision made regarding the Operator;
any disclosure, loss or unauthorized use of the login credentials of Client or the User due to the Client’s or the User’s failure to keep them confidential;
errors, damages or settings in the Clients or the User’s device that are unsuited for the use of the Platform (Google Chrome and Firefox are supported as browsers, and the device must support at least 1024x768 screen resolution).

A breach of the Agreement is excused only if the Party in breach proves that the breach had occurred due to an impediment beyond its control and that it could not have been reasonably expected to take the impediment into account at the time of conclusion of the Agreement or have avoided or overcome it or its consequences (force majeure). If the effect of the force majeure is temporary, the breach is excused only for the period during which the force majeure impeded the performance of the obligation. In this case, the term of performance will be considered extended for a period of time equivalent to the time lost because of such delay plus a reasonable period of time to allow the Parties to recommence performance of their respective obligations hereunder.

MODIFICATION

The Operator has the right to unilaterally change the Terms at any time, by publishing the new wording of the Terms, together with the changes made, on the Platform and the Website.
The Operator shall inform the Client of changes to the Terms, on the Platform and the Website and by a separate message to Client’s at least thirty (30) days before their entry into force. If the Client does not agree with the changes, the Client shall have the right to terminate the Agreement within the thirty (30) days before the changes enter into force. If the Client or the Users continue using the Platform after the above-mentioned thirty (30)-day deadline has passed, the Client is deemed to have agreed with the changes to the Terms.

TERM

The Agreement shall be effective between the Parties as from the moment when the Client is subscribed to using the Platform pursuant to Section 3 of these Terms.
The Agreement is entered into for an indefinite term and may be terminated by either Party as provided herein.

TERMINATION

The Client may terminate the Agreement anytime unilaterally without any reason by informing by e-mail the Operator or by deleting the Client Account.
The Client has the right to downgrade the Account anytime without any reason to a free tier of the Platform, if the Operator has made such version available.
The Operator may terminate the Agreement with the Client anytime unilaterally for any reason by informing the Client by e-mail 30 days before the termination of the Agreement.
The Operator has the right to terminate the Agreement without prior notice, if:

the Client has submitted false information about it;
it becomes evident that the person who has used the Platform, or the Client Account in the name of the Client has no right of representation to act on behalf of the Client;
bankruptcy or rehabilitation of the Client has been declared, or compulsory dissolution or liquidation has been initiated against the Client;
the Client causes the Operator damage, either intentionally or due to gross negligence;
the Client has breached its obligations under the Agreement and has failed to remedy such breach within the reasonable time given by the Operator;
the Operator was instructed to do so by court judgement or injunction.

As from the moment of termination of the Agreement, consequently all Accounts associated to the Client will be removed by the Operator.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed and construed in accordance with laws of Republic of Estonia.
The Parties undertake to use their best efforts to resolve any dispute, misunderstanding or claim arising out or, or in connection with the Agreement, or its breach, termination or invalidity by amicable negotiations.
If the Parties fail to settle disputes through amicable negotiations, such dispute, misunderstanding or claim arising out or, or in connection with the Agreement, or its breach, termination or invalidity, shall be resolved in Harju County Court, Republic of Estonia.

MISCELLANEOUS

The original language of these Terms and annexes thereof is English. If these Terms are translated into any language other than English, the English version will prevail.
The Operator has the right to assign or transfer any of its rights or subcontract any of its obligations under these Terms to any third party without prior written consent of the Client.
Illegality, invalidity or enforceability or one provision of the Terms does not affect the validity, legality or enforceability of the remaining provisions of the Terms. If any provision proves to be illegal, invalid or enforceable, the Parties will in good faith use all reasonable endeavours to replace that provision with a new, lawful, valid and enforceable provision closest to the commercial substance of original provision.
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.