Terms of Service

PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES FROM THIS WEBSITE.

This agreement is a legal agreement between you (the "Customer") and EXPLOITR LIMITED (CRN: 15939324) whose registered office is at Bradbury House, Mission Court, Newport, Gwent, NP20 2DW ("Exploitr"), whereby Exploitr has agreed to provide and the Customer has agreed to take and pay for the Services, subject to the terms and conditions of this agreement.

Agreed terms

Interpretation
1. The definitions and rules of interpretation in this clause apply in this agreement.
  - Advanced Services: the advanced subscription services, as more particularly described in the Documentation.
  - Assets: means any business asset including, but not limited to, IP addresses, systems, hostnames, subdomains, domains, cloud storage, applications, cloud accounts (Azure, AWS, Google Cloud Platform, etc.), user accounts, email addresses, etc. that would be used for the purposes of recording Output Data within the Software, scanning, or automations.
  - Attack Surface Center: the online platform provided by Exploitr as part of the Services.
  - Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
  - Automation: means any automated feature or functionality within the Services, beyond Scanning, that allows the Customer to perform tasks related to the management, monitoring, analysis, or reporting of Assets. This may include, but is not limited to, automated data collection, automated report generation, automated alerting, automated configuration checks, and automated integration with other systems.
  - Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  - Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with this agreement, including but not limited to: (i) the existence and terms of this agreement; (ii) any information that would be regarded as confidential by a reasonable business person relating to (A) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party and (B) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; (iii) any information developed by the parties in the course of carrying out this agreement.
  - Customer Data: the data inputted by the Customer, Authorised Users, or Exploitr on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
  - Data Protection Legislation: means (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Exploitr is subject, which relates to the protection of personal data.
  - Documentation: the document made available to the Customer by Exploitr online via https://exploitr.com/pricing/ or such other web address notified by Exploitr to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
  - Effective Date: as defined in clause 2.5.
  - Enterprise Services: the enterprise subscription services, as more particularly described in the Documentation.
  - EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
  - Force Majeure Event: means any circumstance not within a party's control including: (i) acts of God, flood, drought, earthquake, or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts (other than by the staff of the party seeking to rely on clause 16 or those of its subcontractors; (ix) non-performance by suppliers or subcontractors; and (x) interruption or failure of utility service.
  - Initial Subscription Term: the initial term of this agreement as selected by the Customer on the Website at the time of purchasing the Services.
  - Normal Business Hours: 8.00 am to 6.00 pm local UTC, each Business Day.
  - Output Data: the data or information in whatever form, provided by Exploitr or made available to the Customer, in the course of providing the Services (excluding any Customer Data).
  - Platform: the online platform 'Attack Surface Center' provided by Exploitr as part of the Services.
  - Renewal Period: the period described in clause 15.1.
  - Representatives: means in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
  - Scanning: means any automated process or feature within the Software used to systematically interact with and analyse Assets for the purpose of identifying their configuration, status, potential vulnerabilities, performance characteristics, or other relevant data. This includes, but is not limited to, the examination of systems, networks, applications, and cloud environments (such as AWS, Azure, or Google Cloud Platform) to detect open ports, services, misconfigurations, vulnerabilities, compliance deviations, or other points of interest.
  - Service Modification: as defined in clause 6.10.
  - Services: the subscription services (being the Standard, Advanced or Enterprise Services) provided by Exploitr to the Customer under this agreement via the Website or any other website notified to the Customer by Exploitr from time to time, as more particularly described in the Documentation. For the avoidance of doubt, the Standard Services are the lowest-tier services and the Enterprise Services are the highest-tier services.
  - Software: the online software applications provided by Exploitr as part of the Services.
  - Standard Services: the standard subscription services, as more particularly described in the Documentation.
  - Subscription Fees: the subscription fees payable by the Customer to Exploitr for the User Subscriptions, as made available to the Customer on the Website.
  - Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  - Trial: has the meaning given in clause 3.1.
  - Trial Effective Date: has the meaning given in clause 3.3.
  - Trial Period: has the meaning given clause 3.4.
  - UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
  - User Subscriptions: the user subscriptions purchased by the Customer entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
  - UTC: co-ordinated universal time.
  - Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  - Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
  - Website: means Exploitr's website which can be accessed at https://exploitr.com/ or https://exploitr.io, or such other website as notified to the Customer by Exploitr from time to time.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
4. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
6. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision includes all subordinate legislation made from time to time.
8. A reference to writing or written excludes fax but not email.

Basis of Agreement
1. The terms and conditions in this agreement apply to the order by the Customer and supply of the Services by Exploitr to the Customer (this "agreement"). These terms and conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. The Customer will be able to place an order for the Services by following the onscreen prompts on the Website. The Customer may only submit an order using the method set out on the Website. Each order is an offer by the Customer to buy the Services specified in the order, subject to the terms and conditions of this agreement.
3. The Services are intended for use by businesses located within the United Kingdom. By registering for an account and accessing or using the Services, the Customer represents and warrants that it is located within the United Kingdom. Exploitr reserves the right to reject the order, or suspend or terminate the account of, any Customer that it reasonably believes is located outside of the United Kingdom. The Customer agrees not to misrepresent its location or use any means to circumvent this geographic restriction.
4. The Customer is responsible for ensuring that the order is complete and accurate. Therefore, the Customer must check the order carefully before confirming it.
5. Exploitr's acceptance of the order takes place when Exploitr sends an email to the Customer confirming the same or the Customer is granted access to the Services (whichever occurs first) at which point and on which date, the agreement between Exploitr and the Customer will come into existence ("Effective Date").
Trial Customers
1. Exploitr's Website (as amended from time to time) may give the Customer the opportunity to request a free trial to access and use the Services ("Trial") subject to the terms of this Agreement.
2. A Customer may, via the Website, request a Trial.
3. Exploitr's acceptance of the Trial request takes place when Exploitr sends an email to the Customer confirming the same or the Customer is granted access to the Services (whichever occurs first) at which point and on which date, the agreement between Exploitr and the Customer will come into existence ("Trial Effective Date").
4. The Trial shall commence on the Trial Effective Date and shall continue, unless terminated early in accordance with clause 15, for a fixed period of 7 days ("Trial Period"), after which the Customer's access shall automatically terminate, unless the Customer purchases a subscription, in accordance with clause 2.
5. If the Customer is granted a Trial, the Customer will be granted a single User Subscription for the duration of the Trial Period.
6. Clauses 2, 5, 10, 15.1 and 15.3(a) of this Agreement shall not apply to Customers who request a Trial.
User subscriptions
1. Subject to the terms and conditions of this agreement, Exploitr hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation within the United Kingdom, during the Subscription Term solely for the Customer's internal business operations.
2. In relation to the Authorised Users, the Customer undertakes that:
  1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time (such maximum number will vary depending on whether the Customer has purchased Standard, Advanced or Enterprise Services);
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
  3. each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; and
  4. it shall allow Exploitr and any of its professional advisers to access on reasonable notice any of the Customer's premises, personnel and relevant records (including the ability to make copies) as may be reasonably required in order to undertake verification of the Customer's compliance with this agreement and the Customer shall give all reasonable co-operation, access and assistance in relation to each audit.
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property;
  7. and Exploitr reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
4. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
  2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
  3. use the Services and/or Documentation to provide services to third parties; or
  4. subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; or
  6. introduce or permit the introduction of, any Virus or Vulnerability into the Services or Exploitr's network and information systems.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Exploitr.
6. Unless otherwise expressly agreed in writing between the parties, the rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Upgrading and downgrading Services
1. Upgrading Services:
  1. during the Subscription Term, the Customer may at any time upgrade its Services (i.e. from Standard Services to Advanced/Enterprise Services or from Advanced Services to Enterprise Services) via its account on the Website;
  2. any upgrade of the Services shall apply for the remainder of the Subscription Term and in no event, will extend or renew the Subscription Term (for example, if the Customer has purchased a 12-month subscription and upgrades during the 6th month, the upgrade will apply for the remaining 6 months);
  3. upon upgrading, the Customer shall pay an additional Subscription Fee to Exploitr, in accordance with clause 10, which will be calculated on a pro-rata basis and will cover the difference in cost between the current Services (Standard or Advanced Services) and the Subscription Fees for the upgraded Services (Advanced or Enterprise) for the remainder of the Subscription Term; and
  4. the upgrade in the Services shall take effect immediately upon payment of the additional Subscription Fee from the Customer to Exploitr.
2. Downgrading Services:
  1. during the Subscription Term, the Customer may downgrade its Services to a lower-tier Services (e.g. downgrading from Enterprise/Advanced Services to Advanced/Standard Services) via its account on the Website; and
  2. the downgrade in the Services shall not take effect until the beginning of the subsequent Renewal Period.
Services
1. Exploitr shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
2. Exploitr shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UTC; and
  2. emergency maintenance which may take place at any time.
3. Exploitr will, as part of the Services, provide the Customer with Exploitr's standard customer support services during Normal Business Hours in accordance with Exploitr's support services policy in effect at the time that the Services are provided. Exploitr may amend the support services policy in its sole and absolute discretion from time to time.
4. Exploitr shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
5. Exploitr's obligations at clause 6.4 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Exploitr's instructions, or modification or alteration of the Services by any party other than Exploitr or Exploitr's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.4, Exploitr will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.4.
6. Exploitr:
  1. does not warrant that:
    1. the Customer's use of the Services will be uninterrupted or error-free;
    2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
    3. the Software or the Services will be free from Vulnerabilities or Viruses;
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. This agreement shall not prevent Exploitr from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8. Exploitr warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
9. Exploitr shall make a daily back-up of the Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Exploitr shall be for Exploitr to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Exploitr. Exploitr shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Exploitr to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
10. From time to time, Exploitr may, at its absolute discretion, make and/or apply updates, modifications, adaptations, removals to part or all of the Services (including but not limited to the way in which it delivers products and/or services and/or to modify the functionalities) ("Service Modification"). Exploitr shall use its reasonable endeavours to provide the Customer with advance notice of any Service Modification.
Customer's obligations
1. The Customer shall:
  1. provide Exploitr with:
    1. all necessary co-operation in relation to this agreement; and
    2. all necessary access to such information as may be required by Exploitr;
    in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
  3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Exploitr may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Exploitr, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  6. ensure that its network and systems comply with the relevant specifications provided by Exploitr from time to time;
  7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Exploitr's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
  8. to the extent that any Output Data includes information such as metadata, digital signatures, or watermarks to identify it is generated using a generative artificial intelligence model ("Provenance Data"), the Customer shall not modify, tamper with, remove, obscure or otherwise alter such Provenance Data.
2. When using the Scanning or Automation features of the Services, the Customer shall ensure that it only scans Assets that are owned by the Customer or are under the direct operational control of the Customer. In respect of any Assets that are owned by or are under the direct operational control of a third party, the Customer shall not use the Scanning or Automation features of the Services in respect of such Assets unless it has all necessary licences, consents and permissions necessary to do so.
3. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Data protection
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Exploitr is the Processor of the Customer Data. Details of the processing of the Customer Data are as follows:
  1. Subject matter: for the purpose of Exploitr providing the Services to the Customer.
  2. Duration of the processing: during the Subscription Term and then to deliver up to the Customer and then arrange deletion or transfer back to the Customer of any copies of the Customer Data.
  3. Nature and purpose: for the purpose of Exploitr providing the Services to the Customer.
  4. Type of Personal Data: any or all of the following: name, telephone number, email address, IP address, MAC address, job occupation and user passwords.
  5. Categories of Data Subject: employees, customers, suppliers of the Customer.
3. Without prejudice to the generality of clause 8.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Exploitr for the duration and purposes of this agreement.
4. Without prejudice to the generality of clause 8.1, Exploitr shall, in relation to any Personal Data processed in connection with the performance by Exploitr of its obligations under this agreement:
  1. process that Personal Data only on the documented written instructions of the Customer which are set out in clause 8.2 unless Exploitr is required by any applicable law to otherwise process that Personal Data. Where Exploitr is relying on an applicable law as the basis for processing Personal Data, Exploitr shall promptly notify the Customer of this before performing the processing required by the applicable law unless the applicable law prohibits Exploitr from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. the Customer or Exploitr has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. Exploitr complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. Exploitr complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  5. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
  7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by any applicable law to store the Personal Data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of Exploitr, an instruction infringes the Data Protection Legislation.
Third party providers
Charges and payment
1. The Customer shall pay the Subscription Fees to Exploitr in accordance with this clause 10.
2. The Customer shall on the Effective Date provide to Exploitr valid, up-to-date and complete credit card details or approved purchase order information acceptable to Exploitr and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
  1. its credit card details to Exploitr, the Customer hereby authorises Exploitr to bill such credit card:
    1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
  2. its approved purchase order information to Exploitr, Exploitr shall invoice the Customer:
    1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
  and the Customer shall pay each invoice within 14 days after the date of such invoice.
3. If Exploitr has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Exploitr:
  1. Exploitr may disable the Customer's password, account and access to all or part of the Services and Exploitr shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Exploitr's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4. All amounts and fees stated or referred to in this agreement:
  1. shall be payable in pounds sterling;
  2. are non-cancellable and non-refundable;
  3. are exclusive of value added tax.
5. Exploitr shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 7 days' prior notice to the Customer.
Proprietary rights
1. The Customer acknowledges and agrees that Exploitr and/or its licensors own all intellectual property rights in the Services, the Website, the Documentation and the Output Data. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Website, the Documentation or the Output Data.
2. Exploitr confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
3. Exploitr grants to the Customer a non-exclusive, non-transferable, royalty free, perpetual and irrevocable licence to use, copy and modify the Output Data solely for the Customer's business operations.
Confidentiality
1. The provisions of this clause shall not apply to any Confidential Information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
  4. the parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
2. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement ("Permitted Purpose"); or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.
3. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
6. On termination or expiry of this agreement, each party shall:
  1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
  2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
  3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 15 (Termination).
7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8. Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
9. The above provisions of this clause 12 shall survive for a period of two years from termination or expiry of this agreement.
Indemnity
Limitation of liability
1. Except as expressly and specifically provided in this agreement:
  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation (including, but not limited to, the Output Data) by the Customer, and for conclusions drawn from such use. Exploitr shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Exploitr by the Customer in connection with the Services, or any actions taken by Exploitr at the Customer's direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. the Services, the Documentation and the Output Data are provided to the Customer on an "as is" basis. In particular, whilst Exploitr does endeavour to maintain the accuracy and quality of the Service and the Output Data, information contained may be incorrect or out of date. Therefore, any use of the Service and/or the Output Data is at the Customer's own risk.
2. Nothing in this agreement excludes the liability of Exploitr:
  1. for death or personal injury caused by Exploitr's negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 14.1 and clause 14.2:
  1. Exploitr shall have no liability for any:
    1. loss of profits,
    2. loss of business,
    3. wasted expenditure,
    4. depletion of goodwill and/or similar losses,
    5. loss or corruption of data or information, or
    6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
  2. Exploitr's total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Exploitr's total liability for those claims shall not exceed the single highest annual cap for those contract years.
  3. In clause 14.3(b):
    1. cap. The cap is the total Subscription Fees paid in the contract year in which the breaches occurred; and
    2. contract year. A contract year means a 12-month period commencing on the Effective Date or any anniversary of it.
4. References to liability in this clause 14 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Term and termination
1. This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods that are equal to the Initial Subscription Term (each a "Renewal Period"), unless:
  1. the Customer terminates this agreement by updating its account via the Website, in which case this agreement shall terminate immediately; or
  2. otherwise terminated in accordance with the provisions of this agreement;
  and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any other term of this agreement; or
  2. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
3. Without affecting any other right or remedy available to it, Exploitr may terminate this agreement with immediate effect by giving written notice to the Customer if:
  1. the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
  2. there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
4. On termination or expiry of this agreement for any reason:
  1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
  2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  3. the Customer shall have 10 days from the date of termination or expiry to download its Customer Data. Thereafter (and with the exception of any Customer Personal Data which shall be retained and destroyed in accordance with clause 8) Exploitr may destroy or otherwise dispose of any of the Customer Data in its possession; and
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure
Variation
Waiver
1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Severance
1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Assignment
1. The Customer shall not, without the prior written consent of Exploitr, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
2. Exploitr may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
No partnership or agency
Third party rights
Notices
1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to:
    - Exploitr: contact@exploitr.com
    - Customer: the address specified by the Customer when purchasing the Services (or requesting the Trial) via the Website,
    - (or an address substituted in writing by the party to be served).
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Governing law
Jurisdiction

Terms of Service

Agreed terms

Interpretation

Basis of Agreement

Trial Customers

User subscriptions

Upgrading and downgrading Services

Services

Customer's obligations

Data protection

Third party providers

Charges and payment

Proprietary rights

Confidentiality

Indemnity

Limitation of liability

Term and termination

Force majeure

Variation

Waiver

Rights and remedies

Severance

Entire agreement

Assignment

No partnership or agency

Third party rights

Notices

Governing law

Jurisdiction