Terms of Use

1. Agreement to Terms

By creating an account, initiating a pilot or trial, executing an order form, or otherwise accessing or using the Services, you represent that: (a) you have read, understood, and agree to be bound by these Terms; (b) you are at least 18 years of age; (c) you have the legal authority to enter into these Terms on behalf of yourself or the organization you represent; and (d) your use of the Services will comply with all applicable laws and regulations.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

2. Definitions

• “Agent” means the lightweight software agent provided by Threatmatic for installation on Customer endpoints.
• “Authorized User” means an individual employee, contractor, or agent of Customer who is permitted by Customer to access and use the Services under Customer's account.
• “Customer Data” means any data, content, or information submitted to or processed by the Services by or on behalf of Customer or its Authorized Users.
• “Documentation” means Threatmatic's then-current technical and functional documentation for the Services made available to Customer.
• “Order Form” means a written or electronic order, purchase order, or subscription agreement that references these Terms and specifies the Services, subscription term, and fees.
• “Subscription Term” means the period during which Customer is authorized to access and use the Services as specified in an Order Form.
• “QSChannel™” means Threatmatic's proprietary quantum-resistant asymmetric secure access technology used within the Services.
• “Cloudiffusion™” means Threatmatic's proprietary cloud integration technology for connecting distributed workforce endpoints to data centers and cloud infrastructure.

3. Access and Use of the Services

3.1 License Grant

Subject to these Terms and payment of applicable fees, Threatmatic grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) access and use the Services for Customer's internal business purposes; (b) install and use the Agent on Customer-owned or managed devices; and (c) permit Authorized Users to access and use the Services.

3.2 Silent Discovery Pilot

Threatmatic may offer a limited-time, non-blocking discovery pilot (“Pilot”) during which the Agent operates in learning mode, recording connection behavior without enforcing policy changes. The Pilot is subject to these Terms. Threatmatic reserves the right to terminate or modify the Pilot at any time. Conversion to a paid subscription after the Pilot is subject to then-current pricing.

3.3 Restrictions

Customer shall not, and shall not permit any third party to:

• Copy, modify, create derivative works of, or reverse engineer the Services or Agent
• Sell, resell, sublicense, transfer, or otherwise make the Services available to third parties except as expressly authorized
• Use the Services to build a competing product or service
• Remove or obscure any proprietary or intellectual property notices in the Services
• Use the Services in any manner that violates applicable law or these Terms
• Attempt to gain unauthorized access to any component of the Services or related systems
• Use the Services to transmit malicious code, viruses, or any harmful data

4. Accounts and Registration

To access certain features of the Services, Customer must register for an account. Customer agrees to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update account information; (c) maintain the security of account credentials and not share them with unauthorized parties; and (d) promptly notify Threatmatic at info@threatmatic.com of any unauthorized access or security breach.

Customer is responsible for all activities that occur under its account and the accounts of its Authorized Users. Threatmatic is not liable for any loss or damage arising from unauthorized account access resulting from Customer's failure to safeguard credentials.

5. Subscription, Fees, and Payment

5.1 Fees

Subscription fees are as set forth in the applicable Order Form or as published on the Threatmatic website. Standard pricing is $10.00 USD per Authorized User per month (“Per-User Fee”), billed monthly or annually in advance. All fees are non-refundable except as expressly set forth in these Terms or required by applicable law.

5.2 Payment

Customer agrees to pay all fees in accordance with the payment terms in the Order Form. Fees not paid within thirty (30) days of the due date are subject to a late charge of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Threatmatic reserves the right to suspend access to the Services for accounts with overdue balances after providing written notice.

5.3 Taxes

Fees do not include taxes. Customer is responsible for all applicable sales, use, GST, VAT, or similar taxes, excluding taxes on Threatmatic's net income.

5.4 Fee Changes

Threatmatic may change subscription fees upon at least thirty (30) days' written notice. Fee changes take effect at the start of the next Subscription Term renewal.

6. Intellectual Property Rights

6.1 Threatmatic IP

Threatmatic retains all right, title, and interest in and to the Services, Agent, Documentation, QSChannel™ technology, Cloudiffusion™ technology, and all related intellectual property rights, including all improvements, enhancements, and derivative works thereof. These Terms do not grant Customer any rights in the Services except for the limited license expressly set forth in Section 3.1.

6.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants Threatmatic a limited, non-exclusive, royalty-free license to access, process, and use Customer Data solely to provide and improve the Services and as described in the Privacy Policy.

6.3 Feedback

If Customer or its Authorized Users provide feedback, suggestions, or ideas regarding the Services (“Feedback”), Threatmatic may freely use and incorporate such Feedback into the Services without obligation or compensation to Customer.

7. User Responsibilities and Acceptable Use

Customer is solely responsible for: (a) ensuring Authorized Users comply with these Terms; (b) the accuracy, quality, and legality of Customer Data; (c) obtaining all necessary consents from employees and end users for Agent installation and data collection; and (d) maintaining sufficient rights to submit Customer Data to the Services.

Customer agrees not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe the intellectual property, privacy, or other rights of any third party
• Transmit any unsolicited commercial communications or spam
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services
• Overload, damage, or impair the Services or associated infrastructure

8. Confidentiality

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public information of the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Each party agrees to: (a) use Confidential Information solely to exercise rights or fulfill obligations under these Terms; and (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of these Terms; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without reference to Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek a protective order.

9. Data Security and Privacy

Threatmatic implements and maintains reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or destruction. These measures include, but are not limited to, QSChannel™ asymmetric path encryption, access controls, and organizational security practices.

Threatmatic's collection and use of personal information in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Services, Customer agrees to the Privacy Policy.

In the event of a confirmed data breach affecting Customer Data, Threatmatic will notify Customer without undue delay and in accordance with applicable law.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Threatmatic does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any specific security outcome will be achieved. No advice or information obtained from Threatmatic or through the Services creates any warranty not expressly stated in these Terms.

10.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Threatmatic, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, data, goodwill, or business interruption, arising out of or in connection with these Terms or the use of or inability to use the Services, even if advised of the possibility of such damages.

Threatmatic's total aggregate liability to Customer arising out of or related to these Terms shall not exceed the total fees paid by Customer to Threatmatic in the twelve (12) month period immediately preceding the event giving rise to the claim.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless Threatmatic and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's or its Authorized Users' use of the Services in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes the intellectual property or other rights of a third party; (c) Customer's violation of applicable law; or (d) Customer's gross negligence or willful misconduct.

Threatmatic agrees to defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services, as provided by Threatmatic and used in accordance with these Terms, infringe a valid United States patent, copyright, or trademark, provided Customer promptly notifies Threatmatic of the claim, grants Threatmatic sole control of the defense, and provides reasonable cooperation.

12. Term and Termination

12.1 Term

These Terms commence on the date Customer first accepts them and continue until the expiration or termination of all Subscription Terms, unless earlier terminated as set forth herein.

12.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Threatmatic may suspend or terminate Customer's access immediately without notice if Customer engages in conduct that violates Section 7 (Acceptable Use) or poses a security risk to Threatmatic or other customers.

12.3 Effect of Termination

Upon termination or expiration: (a) all licenses granted to Customer under these Terms immediately terminate; (b) Customer shall promptly uninstall and remove all Agents from its endpoints; (c) each party shall return or destroy the other party's Confidential Information upon request; and (d) Threatmatic will make Customer Data available for export for thirty (30) days following termination, after which Threatmatic may delete Customer Data.

Sections 2, 6, 8, 10, 11, 14, and 15 shall survive termination of these Terms.

13. Changes to the Services or These Terms

Threatmatic reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, provided that Threatmatic will use commercially reasonable efforts to notify Customer of material changes.

Threatmatic may update these Terms from time to time. If we make material changes, we will notify Customer by email or by posting a prominent notice on our website, with at least thirty (30) days' notice prior to the changes taking effect. Continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall first be submitted to good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, either party may pursue resolution through binding arbitration administered by JAMS under its then-current Commercial Arbitration Rules, with arbitration conducted in Orange County, California.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

15. General Provisions

• Entire Agreement. These Terms, together with any applicable Order Forms and the Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver. No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
• Assignment. Customer may not assign these Terms or any rights hereunder without Threatmatic's prior written consent. Threatmatic may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.
• Force Majeure. Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, government actions, natural disasters, war, or infrastructure outages, provided the affected party promptly notifies the other party and uses reasonable efforts to resume performance.
• No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns, and nothing in these Terms creates any rights in any other person or entity.
• Notices. All notices under these Terms shall be in writing and delivered by email to info@threatmatic.com (for Threatmatic) or to the email address on file for Customer. Notices are effective upon confirmed receipt.
• Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

16. Contact Us

If you have questions or comments about these Terms, please contact us at: