Terms of Service

1.1 Access to the Services. Upon execution of an order form or subscription (each, an "Order Form"), Secto.io grants Customer a limited, non-exclusive, non-transferable right to access and use the Services described in the Order Form, subject to the terms of this Agreement and the applicable Order Form. The Services provide cybersecurity monitoring, threat detection, and related functionality.

1.2 Updates and Modifications. Secto.io may enhance or modify the Services from time to time. Updates become part of the Services and are subject to this Agreement. Secto.io is not obligated to provide continued support for outdated versions of the Services.

1.3 Third-Party Services. The Services may integrate with third-party applications or services ("Third-Party Services"). Secto.io is not responsible for the operation of Third-Party Services or the availability of the Services to the extent such availability depends on Third-Party Services. Customer is solely responsible for procuring any necessary rights to access Third-Party Services and complying with their terms.

2.1 Implementation Assistance. Secto.io will provide standard implementation or onboarding assistance if specified in an Order Form. Additional implementation or consulting services beyond those agreed to in the Order Form may be billed at Secto.io's then-current hourly rates.

2.2 Support Services. Unless otherwise specified in an Order Form, Secto.io offers email or ticket-based support during business hours. Upgraded support plans may be available for an additional fee.

3.1 Account Security. Customer is responsible for all activity occurring under Customer's accounts and must maintain the confidentiality of user credentials. User logins may not be shared.

3.2 Prohibited Activities. Except as expressly permitted in this Agreement, Customer must not (a) reverse engineer, decompile, or attempt to discover the source code of the Services; (b) modify or create derivative works based on the Services; (c) copy, rent, lease, sell, or transfer the Services to third parties; (d) use the Services for the benefit of any third party; (e) interfere with or disrupt the Services or the data of other customers; or (f) bypass any measures Secto.io uses to restrict access.

3.3 Compliance with Laws. Customer agrees to use the Services in compliance with all applicable laws and regulations, including data privacy and export-control laws, and will not use the Services in a manner that infringes any third-party rights.

4.1 Fees. Customer shall pay all fees specified in the Order Form. Fees are due as stated on the invoice and do not include taxes or government charges (other than taxes on Secto.io's income), which are Customer's responsibility. All payments are non-refundable unless expressly stated otherwise in the Order Form.

4.2 Usage Overages. If Customer's data ingestion or use exceeds the volumes specified in the Order Form, Secto.io may charge additional fees or require Customer to upgrade its subscription. Secto.io will notify Customer of such overages and work with Customer to address them.

4.3 Late Payments. Past-due amounts may accrue interest at the rate of one percent (1%) per month (or the maximum rate permitted by law) and may result in suspension of access to the Services.

5.1 Secto.io Intellectual Property. Secto.io and its licensors retain all rights, title, and interest in and to the Services and related intellectual property. No rights or licenses are granted except as expressly set forth in this Agreement.

5.2 Feedback. Customer may provide suggestions or feedback regarding the Services. Customer grants Secto.io a worldwide, perpetual, irrevocable, royalty-free license to use and exploit that feedback for any purpose.

6.1 Customer Data. "Customer Data" means any information or data uploaded by Customer to the Services. Customer retains all rights and interest in Customer Data. Customer is responsible for the legality, reliability, and quality of Customer Data.

6.2 Use of Customer Data. Secto.io will implement commercially reasonable administrative, physical, and technical measures to protect Customer Data against unauthorized access or use. Secto.io may use Customer Data solely to provide the Services and to create aggregated, anonymized data that cannot identify Customer. Secto.io may use and commercialize anonymized data for analytics and product improvement.

6.3 Data Processing and Privacy Policy. Secto.io's collection and use of personal data are described in the Secto.io Privacy Policy, which forms part of this Agreement.

7.1 Definition. "Confidential Information" means any business or technical information disclosed by either party to the other that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. Each party will use the other party's Confidential Information only to perform its obligations under this Agreement and will protect it using reasonable care. Confidential Information excludes information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party before receipt, (c) is received from a third party without breach of any confidentiality obligation, or (d) is independently developed by the receiving party without reference to the disclosing party's information.

7.3 Required Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives the disclosing party notice (to the extent legally permitted) and reasonable cooperation to seek confidential treatment.

7.4 Return or Destruction. Upon termination of this Agreement, each party will, at the other's request, delete or return the other party's Confidential Information, except for copies retained in backup systems or as required by law.

8.1 Term. The term of this Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each Order Form's initial term is specified therein and will renew for successive periods of equal duration unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the current term.

8.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice. Secto.io may suspend or terminate the Services immediately if Customer's use poses a security risk, could disrupt other customers or violates applicable law.

8.3 Effect of Termination. Upon termination or expiration, Customer must cease using the Services and pay any outstanding fees. Sections that by their nature should survive (including ownership, confidentiality, indemnification, limitation of liability and miscellaneous provisions) will survive termination.

9.1 By Customer. Customer will defend, indemnify and hold Secto.io harmless against claims, damages or expenses arising from Customer Data or Customer's use of the Services in violation of this Agreement or applicable law.

9.2 By Secto.io. Secto.io will defend, indemnify and hold Customer harmless against claims that the Services infringe third-party intellectual-property rights, provided that Customer gives prompt notice of the claim, allows Secto.io to control the defense and cooperates as reasonably requested. Secto.io's obligations do not apply to claims arising from modifications not made by Secto.io, combinations with other products or use of the Services in violation of this Agreement.

12.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Houston, Texas.

12.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it in connection with a merger, acquisition or sale of substantially all its assets. Any unauthorized assignment is void.

12.3 Force Majeure. Neither party will be liable for failure to perform due to events beyond its reasonable control, including natural disasters, acts of terrorism, labor disputes, or internet failures.

12.4 Notices. Notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by overnight courier, or emailed to the address on file for the receiving party.

12.5 Entire Agreement; Waiver. This Agreement and all Order Forms constitute the entire agreement between the parties concerning the subject matter and supersede all prior agreements. Any waiver or amendment must be in writing signed by both parties.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.