Terms & Conditions

Last Updated: May 1, 2025

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the WorkHorse service ("Service"), an automated Security Analyst Tier 1 solution provided by HoundBytes SRL, duly existing and incorporated under Romanian law, having its registered office in Bucharest, 202B Splaiul Independenței, Room 42, 6^th District, registered with the Trade Registry attached to Bucharest Tribunal under no. J40/24504/2022, having European Unique Identifier (EUID) ROONRC.J40/24504/2022, VAT number RO47323326 ("HoundBytes," "we," "our," "us," or "Company").

By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access or use the Service.

2. Definitions

In these Terms, the following terms shall have the meanings set forth below:

"Alert" means a notification of a potential security threat detected by your SIEM system.

"Case" means a collection of related Alerts grouped together by the Service.

"Customer" means the individual or entity that has registered to use the Service.

"Customer Data" means all data, information, and materials that Customer uploads, submits, or otherwise provides to HoundBytes in connection with the Service, including Alert data from SIEM systems.

"Documentation" means the user guides, online help, release notes, or other documentation provided with the Service.

"Elastic Security" means the security information and event management software system developed by Elasticsearch B.V.

"Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, registered or unregistered, including any application or right of application for such rights, including but not limited to: (i) copyright, trade secret, patent, trademark, and design rights; (ii) rights in computer software and databases; and (iii) other intellectual property rights.

"SIEM" means Security Information and Event Management system.

"Subscription" means the right to access and use the Service for the applicable Subscription Term.

"Subscription Term" means the period during which Customer has the right to use the Service as specified in an Order Form or as otherwise agreed between the parties.

"User" means an individual authorized by Customer to use the Service.

3. Service Description

3.1 Service Overview

WorkHorse is an automated Tier 1 security analyst built for Elastic Security that intelligently groups multiple alerts into a single, cohesive case. The Service:

• Continuously scans open alerts on your SIEM via API, using a configurable lookback period (whether it's the last hour, 30 minutes, or a custom timeframe) to ensure no alert is missed
• Uses a proprietary advanced multi-graph grouping algorithm to correlate related alerts, providing clear insight into potential incidents
• Automatically opens cases in Elastic Security, attaching all relevant alerts to create a unified view of the incident
• Generates comprehensive case descriptions, summarizing all critical information extracted from the alerts
• Facilitates efficient workflow transitions to human analysts, with the case status set to "in progress"

The Service operates through your existing Elastic Security deployments and does not replace them.

3.2 Service Modifications

HoundBytes reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. HoundBytes may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. However, HoundBytes will use commercially reasonable efforts to notify you of significant changes to the Service that materially decrease its functionality.

4. Subscription and Payment

4.1 Subscription Model

We offer a Pay-as-You-Grow subscription model for the Service:

• Base Subscription Fee:
   $3,500/month, which includes processing up to 10,000 alerts.
• Tiered Volume Pricing:
  Alerts processed beyond the 10,000 monthly limit are billed at discounted per-alert rates:
  • 10,001 – 20,000 alerts: $0.275 per additional alert
  • 20,001 – 40,000 alerts: $0.216 per additional alert
  • 40,001 – 60,000 alerts: $0.173 per additional alert
  • 60,001+ alerts: $0.150 per additional alert
• Billing is based on the actual number of alerts processed per month, with volume-based pricing applied only to the exceeded portion in each tier.
• No long-term commitment required — subscriptions are month-to-month and can be canceled with prior notice (see Section 4.2).
• Usage metrics include the number of alerts processed and cases created.

4.2 Subscription Term

Your Subscription begins on the date specified in your Order Form and continues for the Subscription Term indicated therein. Unless otherwise specified:

• Pay-as-You-Grow subscriptions have an initial term of one (1) month and automatically renew for successive one-month periods.
• Either party may choose not to renew by providing written notice to the other party at least thirty (30) days before the end of the then-current Subscription Term.

4.3 Fees and Payment

• All fees are specified in your Order Form and payable in the currency stated therein.
• Fees are exclusive of taxes; Customer is responsible for any applicable taxes, except those based on HoundBytes' net income.
• Payments are due upon receipt of invoice.
• For Pay-as-You-Grow subscriptions, monthly invoices are issued based on the previous month’s actual usage. Payments are due within thirty (30) days of the invoice date.
• All fees are non-refundable, except as required by applicable law or expressly stated in these Terms.

4.4 Late Payments

If any payment is not received by the due date:

• HoundBytes may charge penalties at the rate of 0.5% per day of delay (or the highest rate permitted by law, if less)
• HoundBytes may condition future subscription renewals on payment terms shorter than those specified in Section 4.3
• HoundBytes may suspend the Service until all outstanding fees are paid in full
• Customer shall be responsible for all costs incurred by HoundBytes in collecting such delinquent amounts, including attorneys' fees

4.5 Price Changes

HoundBytes reserves the right to modify our pricing:

• For Pay-as-you-go subscriptions, with thirty (30) days advance written notice
• For Credit-based subscriptions, any price changes will apply only to credit purchases made after the effective date of the price change
• If Customer objects to any price change, Customer's sole remedy is to terminate these Terms and cease use of the Service

5. Use of the Service

5.1 Service Access

HoundBytes grants you a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription Term, solely for your internal business purposes and subject to these Terms.

5.2 Account Creation

To access the Service, you must create an account. You are responsible for:

• Providing accurate, current, and complete information during the registration process
• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying HoundBytes of any unauthorized use of your account or any other breach of security

HoundBytes reserves the right to suspend or terminate accounts if we suspect that information provided is inaccurate, outdated, or incomplete.

5.3 System Requirements

You are responsible for ensuring that your systems meet the minimum requirements necessary to access and use the Service. These requirements include, but are not limited to:

• A properly deployed and operational Elastic Security environment
• API access to your SIEM with appropriate permissions
• Adequate network connectivity to allow the Service to interact with your SIEM
• Any other technical requirements specified in the Documentation

5.4 User Obligations and Responsibilities

You agree to:

• Provide accurate and complete information when registering for and using the Service
• Maintain the security of your account credentials
• Use the Service in compliance with all applicable laws and regulations
• Ensure that your use of the Service complies with the Documentation and any usage guidelines provided by HoundBytes
• Not provide access to the Service to any third party without HoundBytes' prior written consent
• Not use the Service for any illegal, harmful, or offensive purposes
• Not interfere with or disrupt the integrity or performance of the Service or third-party data contained therein
• Not attempt to gain unauthorized access to the Service or its related systems or networks
• Not attempt to reverse-engineer, decompile, or disassemble the Service
• Not use the Service for any unlawful purpose or in any way that could damage or impair the Service
• Not circumvent or attempt to circumvent any technological protection measures or access controls on the Service
• Not use the Service to build a competitive product or service
• Ensure that you have all necessary rights and consents for any data you upload to the Service
• Implement appropriate security measures to protect your own systems, networks, and data
• Back up your data regularly, as HoundBytes is not responsible for any data loss
• Promptly install any updates, patches, or fixes recommended by HoundBytes
• Train your personnel in the proper use of the Service
• Ensure that your use of the Service complies with your internal security policies and industry best practices
• Review and verify all outputs from the Service, as the Service is designed as an assistant tool, not a complete security solution
• Undertake all reasonable remediation actions recommended by the Service or assume all risks of failing to do so
• Take full responsibility for any security issues that arise from configuration issues, vulnerabilities in your systems, or failure to follow security best practices, even if the Service fails to detect such issues

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR:

• THE SECURITY OF ITS OWN SYSTEMS, NETWORKS, AND DATA
• COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS RELATED TO DATA SECURITY AND PRIVACY
• ENSURING THAT ITS USE OF THE SERVICE AND ANY ACTIONS TAKEN BASED ON SERVICE OUTPUTS DO NOT VIOLATE ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS
• VERIFYING THE ACCURACY AND COMPLETENESS OF ALL SERVICE OUTPUTS BEFORE TAKING ANY ACTION BASED ON SUCH OUTPUTS

5.5 Usage Restrictions

You shall not:

• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit the Service
• Use the Service for any purpose other than for which it is provided
• Upload, transmit, or distribute any malicious code or other material that may damage the operation of the Service
• Attempt to probe, scan, or test the vulnerability of the Service or any related system or network
• Breach or otherwise circumvent any security or authentication measures
• Access the Service in order to build a competitive product or service
• Copy, modify, or create derivative works based on any features, functions, or graphics of the Service
• Frame or mirror any part of the Service without HoundBytes' prior written consent
• Use the Service in a way that exceeds reasonable request volume limits, constitutes excessive or abusive usage, or otherwise fails to comply with these Terms
• Use any robots, spiders, or other automated means to access the Service
• Send spam or other unsolicited messages in violation of applicable laws
• Send or store material that infringes upon any person's intellectual property rights
• Send or store material that contains viruses, Trojan horses, worms, or other harmful computer code, files, scripts, or agents
• Interfere with or disrupt the integrity or performance of the Service
• Collect or gather other users' personal information from the Service
• Create accounts by automated means or under false or fraudulent pretenses
• Use the Service to store or transmit data that is subject to specific regulatory requirements (such as protected health information) without prior written agreement from HoundBytes
• Remove any copyright, trademark, or other proprietary notices from any portion of the Service

5.6 High-Risk Use Restrictions

THE SERVICE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE OR FOR USE IN ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH-RISK ACTIVITIES"). CUSTOMER SPECIFICALLY AGREES NOT TO USE THE SERVICE FOR HIGH-RISK ACTIVITIES.

5.7 Beta Features

From time to time, HoundBytes may invite you to try beta, preview, or other pre-release features at no charge. These features:

• Are provided "as is" without warranty of any kind
• May be changed or discontinued at any time without notice
• May never be made generally available
• Should not be used in a production environment without prior written consent from HoundBytes

6. Intellectual Property

6.1 HoundBytes Intellectual Property

The Service, including but not limited to the proprietary advanced multi-graph grouping algorithm, software, workflows, processes, interfaces, graphics, designs, compilations, and all content related to the Service, together with all improvements, modifications, and derivative works thereof (collectively, "HoundBytes IP"), is owned by HoundBytes and is protected by Romanian and international intellectual property laws.

Except for the limited rights expressly granted herein, these Terms do not grant you any rights to, under, or in any HoundBytes IP. All rights, title, and interest in and to the HoundBytes IP not expressly granted herein are reserved by HoundBytes and its licensors.

You acknowledge that the HoundBytes IP contains valuable trade secrets and proprietary information belonging to HoundBytes. You agree not to:

• Copy, modify, distribute, sell, or lease any part of the Service or included software
• Attempt to decompile, reverse-engineer, disassemble, or otherwise reduce to human-perceivable form any portion of the Service
• Remove, alter, or obscure any proprietary notices (including copyright notices) of HoundBytes or its licensors on any copy of the HoundBytes IP
• Use any HoundBytes IP in violation of any applicable laws or regulations
• Use any HoundBytes trademarks, service marks, or logos without HoundBytes' prior written consent

6.2 Your Data

You retain all rights, title, and interest in and to your data. By using the Service, you grant HoundBytes a non-exclusive, worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display your data, only as reasonably necessary:

• To provide, maintain, and update the Service
• To prevent or address service, security, support, and technical issues
• As required by law
• As expressly permitted in writing by you

HoundBytes will not:

• Modify your data except to provide the Service and prevent or address service, security, or technical issues
• Disclose your data except as compelled by law or as expressly permitted by you
• Access your data except to provide the Service and prevent or address service, security, or technical issues

6.3 Feedback

If you provide any ideas, suggestions, or recommendations regarding the Service ("Feedback"), HoundBytes shall own all right, title, and interest in and to this Feedback, and HoundBytes shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title, and interest in and to the Feedback to HoundBytes and agree to provide HoundBytes such assistance as it may require to document, perfect, and maintain HoundBytes' rights to the Feedback.

6.4 Copyright Infringement

If you believe that content on our Service infringes your copyright, please provide our designated copyright agent with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing and where it is located on the Service
• Your contact information, including your address, telephone number, and email
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner

7. Data Processing and Privacy

7. Data Processing and Privacy

7.1 Data Protection Laws

Each party shall comply with all applicable data protection laws with respect to its processing of personal data in connection with these Terms.

7.2 Data Collection

The Service processes security alert data from your SIEM. This may include:

• Alert metadata (alert name, type, severity, timestamp, etc.)
• User information (usernames, email addresses, login details, etc.)
• Domain information (domain names, DNS data, etc.)
• Host details (IP addresses, hostnames, system information, etc.)
• Network communications data (source/destination addresses, ports, protocols, etc.)
• Binary information (file hashes, signatures, etc.)
• MITRE ATT&CK framework tactics and techniques
• Any other information contained within security alerts

7.3 Data Controller and Processor

For the purposes of applicable data protection laws:

• You are the data controller for any personal data contained within your data
• HoundBytes is the data processor processing personal data on your behalf
• The subject matter, duration, nature, and purpose of processing, as well as the types of personal data and categories of data subjects, are as described in these Terms and the Documentation

7.4 Data Processing

As a data processor, HoundBytes will:

• Process your data solely for the purpose of providing the Service as described in these Terms
• Process your data only in accordance with your documented instructions, including with regard to transfers of personal data to a third country or international organization
• Ensure that persons authorized to process your data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
• Not use your data for marketing purposes
• Not sell your data to third parties
• Not use your data to train our algorithms outside your specific deployment, unless specifically authorized by you in writing
• Not process or store your data longer than necessary to provide the Service

7.5 Data Security

HoundBytes implements and maintains appropriate technical and organizational measures to protect your data, including:

• Encryption of personal data during transmission and at rest
• Regular testing and evaluation of the effectiveness of security measures
• The ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services
• The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
• A process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing

NOTWITHSTANDING THE FOREGOING, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NO SECURITY SYSTEM OR DATA TRANSMISSION OVER THE INTERNET CAN BE GUARANTEED TO BE 100% SECURE, AND HOUNDBYTES CANNOT GUARANTEE THE SECURITY OF CUSTOMER DATA OR ELIMINATE ALL RISKS OF SECURITY BREACHES. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SECURITY MEASURES IMPLEMENTED BY HOUNDBYTES ARE APPROPRIATE FOR CUSTOMER'S NEEDS AND CUSTOMER DATA, AND CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS REGARDING CUSTOMER DATA, INCLUDING ANY APPLICABLE DATA BREACH NOTIFICATION LAWS.

7.6 Subprocessors

HoundBytes may engage subprocessors to process your data. HoundBytes will:

• Ensure that any subprocessor is subject to equivalent data protection obligations as those set out in these Terms
• Remain fully liable for the acts and omissions of any subprocessor
• Provide you with a current list of subprocessors upon request
• Inform you of any intended changes concerning the addition or replacement of subprocessors, giving you the opportunity to object to such changes

7.7 Data Subject Rights

HoundBytes will assist you in fulfilling your obligation to respond to data subject requests to exercise their rights under applicable data protection laws. If HoundBytes receives a request from a data subject relating to your data, HoundBytes will promptly inform you of the request. CUSTOMER AGREES THAT HOUNDBYTES SHALL NOT BE LIABLE FOR ANY FAILURE BY CUSTOMER TO FULFILL ITS OBLIGATIONS UNDER APPLICABLE DATA PROTECTION LAWS WITH RESPECT TO DATA SUBJECT RIGHTS.

7.8 Data Breach Notification

HoundBytes will notify you without undue delay after becoming aware of a personal data breach affecting your data. The notification will:

• Describe the nature of the breach
• Provide the name and contact details of the data protection officer or other contact point
• Describe the likely consequences of the breach
• Describe the measures taken or proposed to address the breach

CUSTOMER AGREES THAT HOUNDBYTES SHALL NOT BE LIABLE FOR ANY DAMAGES, PENALTIES, FINES, OR OTHER LIABILITIES ARISING FROM OR RELATED TO ANY PERSONAL DATA BREACH TO THE EXTENT SUCH BREACH WAS CAUSED BY CUSTOMER'S FAILURE TO PROPERLY CONFIGURE THE SERVICE, CUSTOMER'S FAILURE TO FOLLOW SECURITY BEST PRACTICES, OR CUSTOMER'S FAILURE TO IMPLEMENT SECURITY RECOMMENDATIONS PROVIDED BY HOUNDBYTES.

7.9 Data Protection Impact Assessment

HoundBytes will provide reasonable assistance to you in conducting any data protection impact assessment required by applicable data protection laws, subject to the payment of reasonable fees by Customer for such assistance.

7.10 Data Transfers

Your data is processed within Romania and the European Union. HoundBytes will not transfer your data to the United States or other jurisdictions outside the European Economic Area unless:

• You specifically opt-in to such transfers in writing
• Such transfers are necessary for the performance of the Service and are conducted in accordance with applicable data protection laws, including the implementation of appropriate safeguards
• The transfer is required by law

CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER OPTS IN TO TRANSFERS OF CUSTOMER DATA OUTSIDE THE EUROPEAN ECONOMIC AREA, CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT SUCH TRANSFERS COMPLY WITH APPLICABLE DATA PROTECTION LAWS.

7.11 Data Retention

HoundBytes retains your data only for as long as necessary to provide the Service and for legitimate business purposes, such as:

• Compliance with legal obligations
• Dispute resolution
• Enforcement of our agreements
• As specified in the Documentation

Upon termination or expiration of these Terms, HoundBytes will, at your option, delete or return all your data and delete existing copies, unless retention is required by law or these Terms.

7.12 Customer's Data Protection Obligations

Customer represents and warrants that:

• It has all necessary rights and authority to provide Customer Data to HoundBytes for processing in accordance with these Terms
• It has provided all necessary notices and obtained all necessary consents from data subjects as required by applicable data protection laws
• It will not instruct HoundBytes to process personal data in a way that would violate applicable data protection laws
• It has implemented appropriate technical and organizational measures to protect personal data against unauthorized access, use, or disclosure

CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, AND APPROPRIATENESS OF ALL CUSTOMER DATA.

7.13 Privacy Policy

HoundBytes' processing of your data is subject to the HoundBytes Privacy Policy, available at [https://www.houndbytes.io/privacy], which is incorporated into these Terms by reference. In the event of any conflict between the Privacy Policy and these Terms, these Terms shall prevail with respect to the subject matter of these Terms.

8. Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• For HoundBytes: 
  • The proprietary advanced multi-graph grouping algorithm
  • Non-public features of the Service
  • Source code, object code, and software architecture
  • Pricing information
  • Business plans and marketing strategies
  • Technical specifications and documentation not publicly available
  • Any other information marked or designated as confidential
• For Customer: 
  • Security alert data and information about security incidents
  • Network architecture and configurations
  • User and account information
  • Business processes and procedures
  • Any other information marked or designated as confidential

8.2 Exclusions

Confidential Information does not include information that:

• Is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party
• Is received from a third party without breach of any obligation owed to the Disclosing Party
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information

8.3 Confidentiality Obligations

Each party agrees to:

• Keep Confidential Information strictly confidential
• Use Confidential Information only for purposes related to the Service and these Terms
• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted by these Terms
• Take all reasonable measures to protect Confidential Information from unauthorized access or disclosure, using at least the same degree of care that it uses to protect its own confidential information of similar nature, but in no case less than reasonable care
• Limit access to Confidential Information to those of its employees, contractors, advisors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein
• Promptly notify the Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality

8.4 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party:

• Promptly notifies the Disclosing Party in writing of such requirement, unless legally prohibited
• Cooperates with the Disclosing Party's efforts to limit or object to such disclosure
• Discloses only that portion of Confidential Information that is legally required to be disclosed
• Uses reasonable efforts to ensure that disclosed Confidential Information remains protected

8.5 Duration of Confidentiality Obligations

The confidentiality obligations set forth in this section shall remain in effect during the Subscription Term and for a period of five (5) years thereafter, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

8.6 Return or Destruction of Confidential Information

Upon the termination or expiration of these Terms, or upon written request of the Disclosing Party, the Receiving Party shall promptly:

• Return to the Disclosing Party all tangible materials containing Confidential Information
• Destroy all copies of Confidential Information in its possession or control
• Certify in writing to the Disclosing Party that it has complied with the requirements of this section

Notwithstanding the foregoing, the Receiving Party may retain Confidential Information to the extent required by law or regulation or as part of its standard backup procedures, provided that such retained Confidential Information remains subject to the confidentiality obligations set forth herein.

9. BY APPLICABLE LAW, AND CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES.

10. Limitation of Liability

10.1 Acknowledgment of Risk

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE DEALS WITH SECURITY MATTERS WHICH ARE INHERENTLY COMPLEX AND SUBJECT TO RAPIDLY EVOLVING THREATS. CUSTOMER UNDERSTANDS THAT NO SECURITY SOLUTION, INCLUDING THE SERVICE, CAN DETECT OR PREVENT ALL SECURITY THREATS OR VULNERABILITIES, AND THAT SECURITY BREACHES MAY OCCUR DESPITE THE USE OF THE SERVICE. CUSTOMER ACCEPTS THESE INHERENT LIMITATIONS AND RISKS AND AGREES THAT IT RETAINS ULTIMATE RESPONSIBILITY FOR THE SECURITY OF ITS SYSTEMS AND DATA, REGARDLESS OF ITS USE OF THE SERVICE.

10.2 Total Disclaimer of Certain Liabilities

IN NO EVENT SHALL HOUNDBYTES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, COMPUTER FAILURE OR MALFUNCTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF:

• THE USE OF OR INABILITY TO USE THE SERVICE
• SECURITY BREACHES OR INCIDENTS THAT OCCUR DESPITE USE OF THE SERVICE
• DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON INFORMATION PROVIDED BY THE SERVICE
• DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES
• ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER'S CONTENT, THIRD-PARTY SERVICES, OR FORCE MAJEURE EVENTS

THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF HOUNDBYTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.3 Exclusion of Indirect and Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, CONTENT, OR OTHER INTANGIBLE LOSSES) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Cap on Liability

EXCEPT FOR LIABILITY ARISING FROM:

• EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD (BUT EXPRESSLY EXCLUDING NEGLIGENCE OF ANY KIND)
• CUSTOMER'S PAYMENT OBLIGATIONS
• CUSTOMER'S INDEMNIFICATION OBLIGATIONS
• CUSTOMER'S VIOLATION OF HOUNDBYTES' INTELLECTUAL PROPERTY RIGHTS

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF:

• THE AMOUNT PAID BY CUSTOMER TO HOUNDBYTES FOR THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE, OR
• ONE THOUSAND EUROS (€1,000)

10.5 Essential Purpose

THE LIMITATIONS IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THEIR ABSENCE, THE ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

10.6 Customer's Responsibility for Security

CUSTOMER ACKNOWLEDGES THAT NO SECURITY SOLUTION, INCLUDING THE SERVICE, CAN DETECT OR PREVENT ALL POSSIBLE SECURITY THREATS OR VULNERABILITIES. CUSTOMER AGREES THAT IT RETAINS ULTIMATE RESPONSIBILITY FOR MAINTAINING THE SECURITY OF ITS SYSTEMS AND DATA, INCLUDING IMPLEMENTATION OF APPROPRIATE SECURITY CONTROLS, BACKUP SYSTEMS, AND SECURITY PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS AND STANDARDS RELATED TO DATA SECURITY, INCLUDING DATA BREACH NOTIFICATION LAWS, REGARDLESS OF WHETHER IT USES THE SERVICE.

10.7 Customer's Validation Obligation

CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING AND VERIFYING ANY OUTPUTS, ALERTS, OR RECOMMENDATIONS PROVIDED BY THE SERVICE. THE SERVICE IS DESIGNED TO ASSIST SECURITY PERSONNEL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR ANALYSIS. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS HOUNDBYTES FROM ANY CLAIMS ARISING FROM CUSTOMER'S FAILURE TO PROPERLY VALIDATE OR VERIFY THE OUTPUTS OF THE SERVICE.

10.8 Allocation of Risk

THE PROVISIONS OF THESE TERMS ALLOCATE THE RISKS BETWEEN HOUNDBYTES AND CUSTOMER. CUSTOMER ACKNOWLEDGES THAT THE PRICING AND OTHER TERMS IN THESE TERMS REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN, AND THAT HOUNDBYTES WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. CUSTOMER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification

11.1 Limited Indemnification by HoundBytes

HoundBytes shall defend and indemnify Customer from and against any third-party claim alleging that the use of the Service, as permitted under these Terms, infringes a third-party's registered intellectual property rights in Romania ("Indemnified Claims"), provided that Customer:

• Promptly notifies HoundBytes in writing of any such Indemnified Claim within 5 business days of becoming aware of it
• Gives HoundBytes sole control over the defense and settlement of the Indemnified Claim
• Provides all reasonable assistance requested by HoundBytes
• Takes all reasonable steps to mitigate any loss, damage, or costs related to the Indemnified Claim
• Does not make any admission or settle or compromise the Indemnified Claim without HoundBytes' prior written consent

HoundBytes' indemnification obligation does not apply to the extent that the alleged infringement arises from:

• Use of the Service in violation of these Terms
• Modifications to the Service not made or authorized by HoundBytes
• Combination of the Service with third-party products, services, hardware, data, content, or processes
• Customer's continued use of the Service after being notified of the alleged infringement or after being provided with modifications that would have avoided the alleged infringement
• Use of the Service in a manner not in accordance with the Documentation
• Customer Data or third-party services or products
• Customer's negligence or willful misconduct

THE INDEMNITY OBLIGATIONS SET FORTH IN THIS SECTION 11.1 CONSTITUTE HOUNDBYTES' SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

11.2 Remedies for Infringement Claims

If the Service becomes, or in HoundBytes' opinion is likely to become, the subject of an infringement claim, HoundBytes may, at its option and expense, and as Customer's exclusive remedy:

• Procure for Customer the right to continue using the Service
• Modify the Service to make it non-infringing while maintaining substantially equivalent functionality
• Replace the Service with a non-infringing service that provides substantially the same functionality
• Terminate these Terms and refund to Customer any prepaid fees for the remainder of the Subscription Term, prorated from the date of termination

11.3 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless HoundBytes, its affiliates, officers, directors, employees, licensors, and service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from or related to:

• Customer's violation of these Terms
• Customer's violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right
• Customer's violation of any applicable law, rule, or regulation
• Customer Data or any material uploaded or provided by Customer
• Any misuse of the Service by Customer
• Any failure by Customer to properly implement security measures or follow security recommendations provided by the Service
• Any claim that Customer's data or use of the Service caused damage to a third party, including claims related to security breaches or data protection
• Any action taken by HoundBytes at Customer's direction or request
• Any negligence or willful misconduct by Customer

11.4 Indemnification Limitations

NOTWITHSTANDING ANYTHING TO THE CONTRARY, HOUNDBYTES' MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO SECTION 11.1 WILL NOT EXCEED THE LESSER OF:

• THE AMOUNT PAID BY CUSTOMER TO HOUNDBYTES FOR THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE, OR
• FIVE THOUSAND EUROS (€5,000)

11.5 Indemnification Procedure

The indemnifying party's obligations under this Section 11 are conditioned upon the indemnified party:

• Promptly notifying the indemnifying party in writing of any claim
• Giving the indemnifying party sole control of the defense and settlement of the claim
• Providing all reasonable cooperation and assistance requested by the indemnifying party, at the indemnifying party's expense
• Not making any admission, compromise, or settlement without the indemnifying party's prior written consent
• Not taking any other action that materially prejudices the defense of the claim

The indemnified party may participate in the defense at its own expense.

11.6 Indemnification

You agree to defend, indemnify, and hold harmless HoundBytes, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service
• Your violation of any rights of another

12. Term and Termination

12.1 Term

These Terms will commence on the date you first accept them or access the Service, whichever is earlier, and will continue until the expiration or termination of all Subscriptions hereunder, unless earlier terminated in accordance with this Section 12.

12.2 Subscription Term

Your Subscription begins on the date specified in your Order Form and continues for the Subscription Term specified therein. Unless otherwise specified in your Order Form, Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

12.3 Termination for Cause by Either Party

Either party may terminate these Terms and any Subscription immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within ten (10) days after receiving written notice of the breach
• Ceases to do business in the ordinary course

The parties expressly agree that any breach of the terms regarding the use of the Service as set forth in Section 5 (Use of the Service) constitutes a material breach of this Agreement and entitles HoundBytes to terminate this agreement, without the need for prior notice of default, without court intervention, and without any other prior formality. Termination shall be effective upon simple written notice to Customer, stating the breach identified and the intention to terminate the agreement. The agreement shall automatically terminate on the date of receipt of the notice by Customer or on the date specified in the notice, without the need for any other formality and without court intervention. In the event of termination of the agreement pursuant to this clause, Customer shall not be entitled to a refund of any amounts previously paid and shall remain obligated to pay all amounts due for the remainder of the Subscription Term, which amounts shall become immediately due and payable. Additionally, Customer shall immediately cease all use of the Service and delete any local copies of the Service or its components. Customer expressly acknowledges that violations of the Service usage restrictions may cause significant and irreparable harm to HoundBytes, for which monetary damages may not be adequate compensation, and agrees that HoundBytes shall be entitled to seek injunctive relief in addition to any other rights and remedies available under law or this agreement.

12.4 Termination by HoundBytes

HoundBytes may terminate these Terms or suspend your access to the Service immediately, without prior notice or liability, and without any obligation to refund any fees, if:

• You breach any provision of these Terms, including (4) Subscription and Payment
• Your use of the Service poses a security risk to the Service or any third party
• Your use of the Service may subject HoundBytes or any third party to liability
• Your use of the Service may be fraudulent
• Your use of the Service is causing harm to other customers or to the Service itself
• HoundBytes has reason to believe that you are not complying with applicable laws or regulations
• You are using the Service for purposes other than those for which it was designed
• You have ceased to operate in the ordinary course
• Termination is required by law or requested by a governmental authority
• HoundBytes determines, in its sole discretion, that continued provision of the Service is no longer commercially viable

12.5 Service Suspension

In addition to the termination rights, HoundBytes may suspend Customer's access to the Service, in whole or in part, immediately upon notice if:

• Customer fails to pay any undisputed fees when due
• Customer's use of the Service violates these Terms or poses a security risk
• Customer's use of the Service may subject HoundBytes to liability
• HoundBytes is required to do so by law or governmental authority
• There is suspected unauthorized third-party access to the Service

HoundBytes will have no liability for any damage, liabilities, losses, or any other consequences that Customer may incur as a result of a service suspension. A suspension will not relieve Customer of its obligation to pay all fees due under these Terms.

12.6 Termination by Customer

Customer may terminate these Terms by:

• Providing written notice to HoundBytes of its intent to terminate
• Ceasing all use of the Service
• Paying all outstanding fees due for the remainder of the Subscription Term

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT TERMINATION BY CUSTOMER BEFORE THE END OF THE SUBSCRIPTION TERM WILL NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY ALL FEES DUE FOR THE REMAINDER OF THE SUBSCRIPTION TERM, AND SUCH AMOUNTS SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON TERMINATION.

12.7 Effect of Termination

Upon termination or expiration of these Terms:

• All Subscription rights granted to Customer will immediately terminate
• Customer must cease all use of the Service
• Customer must pay any outstanding fees for the remainder of the Subscription Term
• Each party will return or destroy all Confidential Information of the other party in its possession
• HoundBytes will, at Customer's option, delete or return all Customer Data in its possession within thirty (30) days, unless retention is required by law or HoundBytes has the right to retain such data under these Terms
• Neither party will be liable to the other for damages of any kind solely as a result of terminating these Terms in accordance with its terms

12.8 No Refunds

ALL FEES PAID OR PAYABLE BY CUSTOMER TO HOUNDBYTES ARE NON-REFUNDABLE, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. TERMINATION OR EXPIRATION OF THESE TERMS WILL NOT RELIEVE CUSTOMER OF ITS OBLIGATION TO PAY ALL FEES DUE FOR THE REMAINDER OF THE SUBSCRIPTION TERM. BY ACCEPTING THESE TERMS, CUSTOMER ACKNOWLEDGES THE REASONABLENESS OF THIS PROVISION AND WAIVES ANY RIGHT TO REQUEST REIMBURSEMENT OF ANY AMOUNTS PAID IN ADVANCE.

12.9 Post-Termination Obligations

The following obligations will survive termination or expiration of these Terms:

• Payment obligations for fees accrued or payable before the effective date of termination
• Sections 6 (Intellectual Property), 7 (Data Processing and Privacy), 8 (Confidentiality), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.7 (Effect of Termination), 12.8 (No Refunds), 12.9 (Post-Termination Obligations), 12.10 (Survival), 14 (Dispute Resolution), and 15 (General Provisions)

12.10 Survival

Any provision of these Terms that, either by its terms or to give effect to its meaning, must survive, and such other provisions that expressly or by their nature are intended to survive termination, shall survive the expiration or termination of these Terms. For avoidance of doubt, Customer's obligations to pay fees accrued before termination, indemnification obligations, warranty disclaimers, limitations of liability, and dispute resolution provisions shall survive termination of these Terms.

13. Modifications to Terms and Service

13.1 Modifications to Terms

HoundBytes reserves the right to modify these Terms at any time by posting the modified Terms on its website or by notifying Customer via email. Such modifications will become effective upon posting or as specified in the notification. If any modification is unacceptable to Customer, Customer's only recourse is to terminate these Terms. Customer's continued use of the Service after the effective date of any modification will constitute Customer's acceptance of the modified Terms.

13.2 Material Changes

For material changes to these Terms, HoundBytes will provide reasonable advance notice to Customer. If Customer does not agree to the modified Terms, Customer may terminate these Terms within thirty (30) days of such notice without further obligation except for the payment of fees due for services rendered prior to termination.

13.3 Changes to Service

HoundBytes may modify, suspend, or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content, with or without notice or liability. HoundBytes may also impose limits on certain features and services or restrict Customer's access to parts or all of the Service.

13.4 Pricing Changes

HoundBytes may change the fees and charges in effect for the Service, or add new fees and charges, by:

• Posting updated fees on HoundBytes' website
• Sending Customer notice via email
• Updating fees in an Order Form upon renewal

Such updated fees will become effective on the date specified in the notification or upon renewal of the Subscription.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions or the United Nations Convention on Contracts for the International Sale of Goods.

14.2 Jurisdiction

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Romania.

14.3 Alternative Dispute Resolution

Before commencing legal proceedings, you agree to attempt to resolve any disputes through good-faith negotiations with us for a period of not less than 30 days.

15. General Provisions

15.1 Force Majeure

We shall not be liable for any failure to perform our obligations under these Terms where such failure results from any cause beyond our reasonable control, including but not limited to: natural disasters, power failures, acts of war or terrorism, civil unrest, or pandemic.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

15.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any party at any time without notice.

15.4 Entire Agreement

These Terms constitute the entire agreement between you and HoundBytes regarding the Service and supersede all prior agreements and understandings, whether written or oral.

15.5 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

BY ACCESSING OR USING THE SERVICE, CUSTOMER EXPRESSLY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING SPECIFIC SECTIONS OF THESE TERMS AND CONDITIONS: SECTION 4 (SUBSCRIPTION AND PAYMENT), SECTION 5 (USE OF THE SERVICE), SECTION 6 (INTELLECTUAL PROPERTY), SECTION 10 (LIMITATION OF LIABILITY), SECTION 11 (INDEMNIFICATION), SECTION 11 (TERM AND TERMINATION), AND SECTION 12 (MODIFICATIONS TO TERMS AND SERVICE). CUSTOMER HEREBY DECLARES THAT IT HAS CAREFULLY REVIEWED EACH OF THESE SECTIONS, FULLY UNDERSTANDS THE RIGHTS AND OBLIGATIONS SET FORTH THEREIN, AND EXPRESSLY CONSENTS TO THEIR INCLUSION IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THESE SECTIONS MAY CONTAIN PROVISIONS THAT LIMIT OR EXCLUDE LIABILITY, REQUIRE INDEMNIFICATION, PERMIT UNILATERAL TERMINATION, ALLOW MODIFICATION OF TERMS WITHOUT PRIOR NOTICE, AND ESTABLISH PAYMENT OBLIGATIONS, AND CUSTOMER SPECIFICALLY ACCEPTS ALL SUCH PROVISIONS. CUSTOMER FURTHER ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO NEGOTIATE THESE TERMS PRIOR TO ACCEPTANCE AND HAS EITHER DONE SO OR HAS VOLUNTARILY ELECTED NOT TO DO SO. THE PERSON ACCEPTING THESE TERMS ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS, INCLUDING THE SPECIFIC SECTIONS EXPRESSLY ACCEPTED HEREIN.

Contact Information

For any questions about these Terms or any notification, please contact us at:

HoundBytes Email: contact@houndbytes.io Website: www.houndbytes.io