Terms of Service

The following Terms of Service (the “Terms”) apply only to transactions where there is a not a signed written agreement and Order Form duly executed by Strider and the customer using Strider Materials. If there is such an agreement in place, the terms of that agreement shall govern the transaction and relationship between You and Strider. Absent such a written agreement, these Terms shall govern the transaction and relationship between You and Strider.

These Terms are entered into by and between Strider Technologies, Inc., a Delaware corporation, and the customer accepting these terms, as provided for herein (“Member” or “You”). The details regarding the Strider Materials licensed to and the Products and Services provided to Member under this Agreement will be set forth in one or more order forms referencing these terms (each, once executed, an “Order Form”) entered into by Member, or as agreed to through use of the Strider Products through a click to accept order, or as otherwise described below. As used herein, “Agreement” means, collectively, these Terms and all Orders (defined below).

You acknowledge and agree that you have read, understand, and agree to be bound by these Terms by either:

Clicking or tapping on a button indicating your acceptance (usually during the registration or onboarding process or when accessing Strider Products);

Accessing or using Strider Products or Services; or

Executing or making payment based on an Order Form, ordering document, statement of work, or invoice (each, an “Order”) that references these Terms.

You agree that these Terms create a legally binding relationship between you and Strider and govern your use of Strider Materials. Any capitalized terms not defined herein will have the same meaning given to them in an applicable Order.

Strider Data and Other Strider Materials. Strider offers its proprietary products which deliver relevant data, analysis, and insights (all data provided by Strider to Member, collectively, “Strider Data”) to assist Members in detecting and evaluating various types of threats (each, a “Product”). Strider may also offer various types of services to Member, as defined in an Order (the “Services”). The Strider Data, Services, and Products are referred to collectively herein as “Strider Materials”. Member may authorize certain of its or its Affiliates’ employees or contractors (its “Users”) to access and use the Strider Materials on Member’s behalf and solely for its internal business purposes, subject to the terms of these Terms.

License to Strider Data. Subject to compliance with the terms of these Terms, Strider grants to Member a fully paid-up, perpetual, non-transferable, non-sublicensable right and license to use and copy the Strider Data delivered in connection with the Products, solely for Member’s internal business purposes. The Strider Data (other than any Member Data contained therein), along with any copies of the foregoing, constitute protected copyrighted material and valuable trade secrets owned solely and exclusively by Strider.

Changes and Updates. From time-to-time during the Term, Strider may change or update the features, functionality or other aspects of the Strider Materials. Strider will use reasonable efforts to provide notice to Member in advance of any material changes or updates to the Strider Materials. Strider will make available to Member any updates or improvements to the Strider Materials that Member is currently subscribed to that Strider makes generally available to its other members.

Use of “Member Data”. Strider’s Products are designed to operate on a “zero-touch” basis and no data (other than User authentication information) is required from Member in order to access the Strider Materials. To the extent that Member elects to provide Strider with any other data, such as any data submitted as a Research Project, if logged (all data provided by Member to Strider, “Member Data”), Strider will process such Member Data solely in accordance with these Terms. For the avoidance of doubt, responses to Member queries are Strider Data. During the Term, Strider will maintain reasonable administrative, physical and technical safeguards designed to protect Member Data, consistent with any law or regulation applicable to Strider and its performance of these Terms and consistent with Strider’s then-current practices and procedures. Strider will promptly report to Member any compromise of security that it becomes aware of with regard to Member Data.

Use of the Strider Materials and Products. Member will use all licensed Strider Materials solely in accordance with the terms and conditions of these Terms (“Approved Use”) and solely in compliance with all applicable laws. Without limiting the foregoing, Member will not, and will not permit its users to: (a) sublicense, lease, rent, loan or otherwise transfer to any third party any rights of Member hereunder; (b) make the Strider Materials available for the benefit of any third party; (c) attempt to circumvent any controls to limit Member’s use of Strider Materials to the Approved Use; (d) modify, adapt, alter, translate, or create derivative works from the Strider Materials or Products; (e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Strider Materials; (f) perform or disclose any benchmark or performance tests of the Strider Materials; (g) perform or disclose any security testing of the Strider Materials or associated infrastructure; (h) remove or modify any program markings or any notice of Strider’s or its licensors’ proprietary rights; or (i) use any unauthorized automated process or service to access and/or use the Products.

Credentials; Accounts. Strider will provide Member with access to the Products via the password-protected portal, which requires the use of multi-factor authentication. Each User password authorizes a single User to access the portal and use the applicable Products, Users’ passwords may not be shared with any other individual(s), and each User access account and password may be used on only one machine at a time. Member is solely responsible for identifying and authenticating all users, approving access by such users to the Strider Materials and/or Products.

Provision of Member Data. To enable Strider to provide Member with the applicable Strider Materials, Member hereby grants Strider the right to use, process and transmit, in accordance with these Terms, all Member Data for the duration of the Term. Member shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Member Data and, without limiting the foregoing, will not provide to Strider any Member Data that may violate applicable laws, including without limitation, any Member Data that may menace or harass any person, cause damage or injury to any person or property, or violate the privacy rights or other rights of any individual.

Strider Data; Decisions. All Strider Data provided by Strider to Member under these Terms are (i) for general informational purposes only, (ii) are not intended to be solely relied upon by Member, any user, or any other party to make or refrain from a certain course of action or decision, and (iii) do not, and are not intended to, constitute legal or other professional advice or recommendations. Member acknowledges and agrees that Member is solely responsible for any and all decisions made or actions taken by Member based on any use of the Strider Materials or Products, or otherwise based any information provided by Strider to Member, and that Strider will have no liability in connection therewith.

Account Suspension. Strider may suspend, terminate or limit access to the Strider Materials and/or Products at any time if (a) Strider determines that the Strider Materials are being used by Member or any user in violation of applicable law, in an unauthorized or fraudulent manner or that Member or any user has submitted fraudulent or inaccurate information to Strider, (b) Strider is prohibited by an order of a court or other governmental agency from providing the Strider Materials or the Products, (c) Member fails to pay any Fees owed to Strider; or (e) a security incident or other disaster that impacts the Strider Materials or the Products occurs. Strider will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Member's use of the Products in accordance with this Section.

Data Protection. To the extent the GDPR applies to the processing of personal data included within the Strider Data provided to Member by Strider in connection with these Terms, Strider and Member hereby agree that each party: (a) will act as a separate, independent controller of such Strider Data, (b) is independently responsible for compliance as a controller with the GDPR in connection with its processing of any such Strider Data and will individually determine the purposes and means of any such processing, and (c) will comply with the obligations applicable to it under the GDPR regarding the processing of such Strider Data. As used herein, “GDPR” means, as applicable, the Regulation (EU) 2016/679, and any similar legislation adopted by the United Kingdom. The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as used in these Terms have the meanings given in the GDPR.

Ownership by Strider.  Strider owns and retains all right, title, and interest in and to the Strider Materials, and all intellectual property rights contained therein or related thereto, including without limitation all copies, translations, adaptations, modifications, derivations, updates, and enhancements thereof (the “Strider IP”). Member acknowledges that (a) no right or interest in the Strider IP is conveyed other than the limited licenses granted herein, (b) the Strider IP is protected by copyright and other intellectual property laws, and (c) the Strider IP embodies valuable confidential and secret information of Strider or its licensors, the development of which required the expenditure of considerable time and money.

Member Data Ownership. Member owns and retains all right, title, and interest in and to the Member Data. No right, title, or interest in and to the Member Data is transferred to Strider.  Member consents to Strider’s use of and access to the Member Data to (a) provide the Strider Materials and Products to Member, and (b) create and improve Strider products, processes and/or services. In addition, Member agrees that Strider may compile statistical and other information related to the performance, operation and use of the Strider Materials and Products and use data from the Strider Platform or any Products in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (collectively, “Product Analyses”); provided, however, that Product Analyses will not incorporate Member Data or Member Confidential Information in a form that could serve to identify Member or any individual. Strider retains all intellectual property rights in Product Analyses.

Indemnification

By Strider. Strider will indemnify, defend and hold harmless Member and its directors, officers, managers, agents, representatives, employees, successors and assigns (collectively, “Member Indemnified Parties”) from and against any and all costs, damages, claims, suits, actions, liabilities, losses and judgments (collectively, “Indemnifiable Losses”) arising from or in connection with any third party claim that any part of the Products or Services, as used in accordance with the terms of this Agreement, infringes or misappropriates the rights of a third party in or to any copyright, trademark, U.S. patent, or trade secrets. Notwithstanding the foregoing, Strider will have no obligation under this Section or otherwise with respect to any infringement claim to the extent such claim is based upon any use of the Products or Services (i) not in accordance with this Agreement, (ii) in combination with other products, equipment, or software not supplied by or authorized in writing by Strider, if such infringement claim would not have occurred but for such combination, or (iii) any modification of the Products or Services by any person other than Strider or its authorized agents or subcontractors.

By Member. Member will indemnify, defend and hold harmless Strider and its Affiliates, and their respective directors, officers, managers, agents, representatives, employees, successors and assigns (collectively, “Strider Indemnified Parties”) from and against any and all Indemnifiable Losses arising from or in connection with any third party claim (a) relating to Member Data or any decisions made by Member, any User, or any other party in connection with use of the Strider Materials or Services, (b) alleging Member’s or any User’s use of the Strider Materials or Services for any illegal purpose or other than in compliance with applicable law, or (c) arising from Member’s or any User’s fraud, gross negligence or willful misconduct.

Procedure. If any claim or action (a “Claim”) is commenced against a party entitled to indemnification under this Section resulting from such Claim, the party seeking indemnity hereunder (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) in writing of such (provided that failure to provide such prompt notice will not preclude indemnification except to the extent the Indemnifying Party is unduly prejudiced thereby). If the Indemnifying Party is obligated under this Section to defend the Indemnified Party against such Claim, then the Indemnified Party will grant the Indemnifying Party sole control of the defense and investigation of the Claim and the Indemnifying Party will assume such control. The Indemnified Party will cooperate in all reasonable respects in the investigation and defense of the Claim at the expense of the Indemnifying Party and may participate in the defense with counsel of its choosing, at its own expense. The Indemnifying Party will not settle any Claim without the Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. The Indemnified Party will have the right, at its own expense, to participate in the defense and related settlement negotiations of any indemnifiable Claim with counsel of its own selection. THE FOREGOING STATES MEMBER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO CLAIMS BY THIRD PARTIES REQUIRING INDEMNIFICATION UNDER THIS AGREEMENT.

Limitation of Liability: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF THE BREACH OF THIS AGREEMENT OR USE OF OR INABILITY TO USE THE STRIDER PLATFORM OR THE SERVICES, EVEN IF STRIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. STRIDER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE STRIDER MATERIALS, AND THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY MEMBER TO STRIDER (INCLUDING, FOR THE AVOIDANCE OF DOUBT, FEES PAID TO A RESELLERIN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER GIVING RISE TO SUCH LIABILITY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, STRIDER MAKES THE STRIDER MATERIALS AND PRODUCTS AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND STRIDER HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE STRIDER MATERIALS, THE PRODUCTS, OR OTHER MATTERS UNDER THESE TERMS. TO THE EXTENT THAT STRIDER MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED PURSUANT TO SUCH LAW.

Assignment. Member may not assign or transfer any of its rights under these Terms to any third party without Strider’s written consent, which consent will not be unreasonably conditioned, delayed or withheld. Any attempted assignment or transfer in violation of the foregoing will be void.

Governing Law. These Terms will be governed by the laws of the state of Delaware, without regard to its conflicts of laws rules. Any disputes shall be brought exclusively in the state and federal courts located in Delaware, and both parties hereby irrevocably submit to the personal jurisdiction of such courts and agree not to object to the venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods is inapplicable to these Terms.

Force Majeure. Except for payment obligations each party will be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence including without limitation, acts of nature, strikes, lockouts, riots, acts of war, terrorism, epidemics, communication line failures, and power failures.

Entire Agreement. These Terms, together with all Orders, and other documents referred to herein, constitutes the entire Agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communication, whether written or oral. Any preprinted terms appearing in any Member purchase order or similar document that differ from, are inconsistent with, or are in addition to the terms of these Terms, shall be void. These Terms may only be modified by a writing signed by both parties.