Terms governing use of the sEyeber Hub platform.
This Master Services Agreement ("Agreement") governs ordering, subscription, and use of the sEyeber Hub website, software, APIs, and related services by an organization ("Customer") and its authorized users.
1. Scope of agreement
This Agreement governs Customer's access to and use of the sEyeber Hub website, software, connectors, APIs, dashboards, and related services (the "Service"), together with any order form, quote, or online purchase that references this Agreement (an "Order"). The Service provides connector-driven discovery of AI and cybersecurity risk, mapping and workflow support aligned to NIST CSF 2.0, and related reporting. Professional services, implementation assistance, or custom connector work, if any, will be described in the applicable Order and are governed by this Agreement unless the Order states otherwise. Third-party materials made available through the Service (including data-source connectors, integrations, and libraries) are provided "as is" and are governed by the applicable third party's terms.
2. Ordering
Customer may request access to the Service by completing an Order through our website, a sales quote, or another process we make available. An Order is binding once accepted by both parties, whether through signature, online acceptance, or by Customer's provisioning or use of the Service following issuance of the Order. Each Order forms part of, and is governed by, this Agreement. In the event of a conflict between this Agreement and an Order, the Order controls solely with respect to the subject matter it expressly addresses.
3. Subscription, billing, and payment
Subscriptions are organization-based rather than tied to a specific individual user. The initial signup user may become the initial administrator for the organization, and administrators are responsible for managing users, permissions, and access to the organization's workspace. Paid subscriptions are billed to the organization through Stripe or another approved payment processor, in advance on the billing cycle stated in the Order, and, unless otherwise agreed, renew automatically for additional terms of the same length unless either party provides notice of non-renewal before the end of the then-current term. Customer agrees to provide accurate billing information and authorizes us to charge applicable subscription fees, usage overages, and taxes to the payment method on file. Fees are non-refundable except as expressly stated in an Order or required by law. We may audit Customer's use of the Service, on reasonable notice, to confirm compliance with the applicable subscription tier and usage limits.
4. Software and software restrictions
We grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for Customer's internal business purposes and in accordance with this Agreement and any applicable documentation. The Service is licensed, not sold. Customer may not, and may not permit any third party to: copy, modify, or create derivative works of the Service; reverse engineer, decompile, or disassemble the Service except to the extent such restriction is prohibited by law; resell, sublicense, lease, or otherwise make the Service available to any third party outside Customer's organization; remove or obscure proprietary notices; or use the Service to build a competing product or service.
5. Limited warranties; service levels; warranty disclaimer
We warrant that the Service will materially conform to its published documentation when used in accordance with this Agreement. If it does not, our sole obligation, and Customer's exclusive remedy, is for us to correct the non-conformance or, if we are unable to do so within a reasonable time, to refund fees paid for the non-conforming portion of the affected subscription period. Any service level commitments (such as uptime or support response targets) apply only if expressly stated in an Order or a separate service level document, and any remedies for missing such commitments are limited to those stated there. Except for the express warranties in this Section, the Service is provided "as is" and "as available," and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Security discovery software can improve visibility into risk, but it does not guarantee the absence of vulnerabilities, incidents, or regulatory findings.
6. Limitation of liability
To the maximum extent permitted by law, neither party's aggregate liability arising out of or related to this Agreement will exceed the fees paid or payable by Customer for the Service in the twelve (12) months preceding the event giving rise to the claim. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business interruption, even if advised of the possibility of such damages. These limitations do not apply to a party's indemnification obligations, breach of confidentiality, or infringement of the other party's intellectual property rights, to the extent such exclusion is not permitted by law.
7. Indemnification
We will defend Customer against a third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's patent, copyright, or trademark, and will indemnify Customer for damages finally awarded as a result, subject to Customer promptly notifying us of the claim and cooperating with our defense. If a claim arises, we may, at our option, procure the right for Customer to continue using the Service, modify the Service to avoid the claim, or terminate the affected Order and refund prepaid, unused fees. Customer will indemnify and hold us harmless from claims arising out of Customer's breach of this Agreement, misuse of the Service, or violation of applicable law, including unauthorized connection of systems Customer is not entitled to assess.
8. U.S. government rights
If Customer is a U.S. federal government end user, the Service is a "commercial item" as defined at 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation," and is licensed to U.S. government end users only as commercial items and with only the rights granted to other end users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.
9. Confidential information; protected information
Each party may access non-public information of the other party that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"), including this Agreement's pricing terms, security discovery findings, and non-public product and business information. Each party will use the other's Confidential Information only to perform under this Agreement and will protect it using at least the same degree of care it uses for its own similarly sensitive information, and no less than a reasonable degree of care. Customer will not submit, and the Service is not intended to receive, categories of sensitive personal data (such as government identification numbers, health information, or payment card numbers) beyond what is reasonably necessary for the Service to function, except as expressly agreed in writing. We may use feedback Customer provides about the Service without restriction or obligation to Customer.
10. Term and termination
This Agreement remains in effect for as long as an Order referencing it remains active. Either party may terminate this Agreement or an Order for the other party's material breach if the breach is not cured within thirty (30) days of written notice. Either party may terminate for convenience on thirty (30) days' written notice unless the applicable Order states a committed term. We may also suspend access immediately, without advance notice, if reasonably necessary to prevent harm to the Service, other customers, or third parties, or to comply with law. Upon termination, Customer's right to access the Service ends, and each party will return or destroy the other's Confidential Information on request, except as needed to comply with law or standard backup retention practices.
11. Marketing
We may identify Customer by name and logo as a customer of sEyeber Hub in customer lists, sales materials, and our website, subject to Customer's reasonable brand guidelines. Customer may opt out of this usage at any time by written request to info@seyeberhub.com.
12. Export compliance
Customer will comply with all applicable export control and economic sanctions laws and regulations in its use of the Service, and represents that it is not located in, and will not make the Service available to, any country or party subject to applicable U.S. or other embargoes or restricted-party lists.
13. Governing law and venue
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
14. General
Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. This Agreement, together with all Orders, is the entire agreement between the parties regarding the Service and supersedes all prior discussions or agreements on the subject. Modifications must be in writing and signed, or, for changes to this base Agreement's posted terms, made through the notice process described in Section 15. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
15. Changes to this agreement
We may update this Agreement from time to time. Material changes will be effective no earlier than thirty (30) days after posting or direct notice, whichever is earlier, and will not apply retroactively to reduce rights Customer relied on under an active Order without Customer's consent. Continued use of the Service after the effective date constitutes acceptance of the updated Agreement.
16. Contact
Questions about this Agreement can be sent to info@seyeberhub.com.