Terms of Use

Last Updated: August 2, 2021

Welcome, and thank you for your interest in Spyderbat, Inc. (“Spyderbat,” “we,” or “us”) and our website at https://www.spyderbat.com/, including subdomains of that website (collectively, the “Site”). These Terms of Use are a legally binding contract between you and Spyderbat regarding your use of the Site and your use of the Community Platform (defined below) and the Community Agent (defined below) (together, the “Community Software”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE SITE OR DOWNLOADING OR ACCESSING THE COMMUNITY SOFTWARE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE AND THE COMMUNITY SOFTWARE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). IF YOU DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE OR THE COMMUNITY SOFTWARE. YOUR USE OF THE SITE AND THE COMMUNITY SOFTWARE, AND SPYDERBAT’S PROVISION OF THE SITE AND THE COMMUNITY SOFTWARE TO YOU, CONSTITUTES AN AGREEMENT BY SPYDERBAT AND BY YOU TO BE BOUND BY THESE TERMS.

1. Overview. 

 

1.1 Spyderbat offers a cloud-based cyber-attack tracing and intercept solution with a cloud-hosted backend that security analysts can interact with using a standard web browser (the “Community Platform”). 

1.2 Spyderbat offers a local client agent for use with the Community Platform (the “Community Agent”). The Community Agent is installed on compatible Linux based systems, to collect relevant data and forward it securely to the Community Platform.

1.3 Spyderbat offers the Community Software free of charge to users who register for the community edition (“Community Edition”) with an email address and password.

1.4 If you download or otherwise access the Community Software, Spyderbat may condition your use of the Community Edition or Community Software at its discretion. 

 

2. Licenses

2.1 Limited License and Rights. Subject to your complete and ongoing compliance with these Terms, Spyderbat grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable (a) license to download, install onto your systems, and make a reasonable number of copies of the Community Agent; and (b) right to access and use the Site and Community Platform. 

2.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, and except as otherwise permitted by Spyderbat in these Terms or by Spyderbat in writing, you may not: (a) reproduce, distribute copies of, or share your credentials to the Community Software or any portion thereof; (b) make modifications to the Site or the Community Software; or (c) interfere with or circumvent any feature of the Site or the Community Software, including any security or access control mechanism. If you are prohibited under applicable law from using the Site or the Community Software, you may not use it.

2.3 Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Site or the Community Software. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site or the Community Software (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Spyderbat an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to use the Feedback in any manner and for any purpose, including to improve the Site or the Community Software and create other products and services.

3. Ownership; Proprietary Rights. The Site and the Community Software are owned and operated by Spyderbat. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site and the Community Software (“Materials”) provided by Spyderbat are protected by intellectual property and other laws. All Materials included in the Site and the Community Software are the property of Spyderbat or its third-party licensors. Except as expressly authorized by Spyderbat, you may not make use of the Materials. Spyderbat reserves all rights to the Materials not granted expressly in these Terms.

4. Linked Websites. The Site may contain links to third party websites. Linked websites are not under Spyderbat’s control, and Spyderbat is not responsible for their content. 

5. Prohibited Conduct. BY USING THE SITE AND THE COMMUNITY SOFTWARE YOU AGREE NOT TO: 

a. use the Site or the Community Software for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c. interfere with security-related features of the Site or the Community Software, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site or the Community Software except to the extent that the activity is expressly permitted by applicable law;

d. interfere with the operation of the Site or the Community Software or any user’s enjoyment of the Site or the Community Software, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site or the Community Software;

e. upload any content that could be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

f. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

g. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

h. attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

6. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Except as expressly permitted in this Section 6, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. 

7. Modification of the Site or the Community Software. Spyderbat reserves the right to modify or discontinue the Site or the Community Software at any time (including by limiting or discontinuing certain features of the Site or the Community Software), temporarily or permanently, without notice to you. Spyderbat will have no liability for any change to the Site or the Community Software or any suspension or termination of your access to or use of the Site or the Community Software. 

8. Term. These Terms are effective beginning when you accept the Terms or first access, or use the Site or the Community Software, and ending when terminated as described in this Section 8. If you violate any provision of these Terms, your authorization to access the Site, the Community Software and these Terms automatically terminate. In addition, Spyderbat may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site or the Community Software, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site and the Community Software; (b) you will no longer be authorized to access the Site or the Community Software; (c) you must delete any copies of the Community Agent on your system(s) or otherwise in your possession or control; and (c) Sections 2.3, 3, 8, 9, 10, 11, and 12 will survive.

9. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site and the Community Software, and you will defend and indemnify Spyderbat and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Spyderbat Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site or the Community Software; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Disclaimers; No Warranties

10.1 THE SITE, THE COMMUNITY SOFTWARE, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE AND THROUGH THE COMMUNITY SOFTWARE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SPYDERBAT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE, THE COMMUNITY SOFTWARE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE OR THROUGH THE COMMUNITY SOFTWARE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SPYDERBAT DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, THE COMMUNITY SOFTWARE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE OR THROUGH THE COMMUNITY SOFTWARE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SPYDERBAT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

10.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, THE COMMUNITY SOFTWARE OR SPYDERBAT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE OR THROUGH THE COMMUNITY SOFTWARE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPYDERBAT ENTITIES, THE SITE OR THE COMMUNITY SOFTWARE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR THE COMMUNITY SOFTWARE OR YOUR USE OF THE SITE OR THE COMMUNITY SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AND THE COMMUNITY SOFTWARE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

10.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Spyderbat does not disclaim any warranty or other right that Spyderbat is prohibited from disclaiming under applicable law.

11. Limitation of Liability

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPYDERBAT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, THE COMMUNITY SOFTWARE OR ANY MATERIALS OR CONTENT ON THE SITE OR IN THE COMMUNITY SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPYDERBAT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPYDERBAT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR THE COMMUNITY SOFTWARE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

11.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous

12.1 General Terms. These Terms, together with the Privacy Policy available at https://www.spyderbat.com/privacy (the “Privacy Policy”), and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Spyderbat regarding your use of the Site and the Community Software. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

12.2 Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Spyderbat submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms. 

12.3 Privacy Policy. Please read the Privacy Policy https://www.spyderbat.com/privacy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

12.4 Additional Terms. Your use of the Site and the Community Software is subject to all additional terms, policies, rules, or guidelines applicable to the Site, the Community Software, or certain features of the Site and the Community Software that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of Spyderbat (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

12.5 Consent to Electronic Communications. By using the Site or the Community Software, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. 

12.6 Contact Information. The Site is offered by Spyderbat, Inc., located at 7301 N FM 620, Suite 155, Box 289, Austin, TX 78726. You may contact us by sending correspondence to that address or by emailing us at info@spyderbat.com.

12.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

12.8 No Support. We are under no obligation to provide support for the Site or the Community Software. In instances where we may offer support, the support will be subject to published policies.

12.9 International Use. Spyderbat makes no representation that the Site or Community Software is appropriate or will always be available in any particular country. You are responsible for ensuring your use of the Site and Community Software is permitted under the laws of the jurisdiction in which you reside. Access to the Site or the Community Software from countries or territories or by individuals where such access is illegal is prohibited.