OPSWAT Hosted Service Terms Of Service

Updated: 01 May 2018

These Terms of Service ("Terms") version May 1, 2018 govern your (“You” or “Your”) access to and use of OPSWAT, Inc. (“OPSWAT”) hosted products (“Hosted Service”) including Metadefender Cloud, MetaAccess and the OPSWAT Portal and OPSWAT application programming interfaces (“APIs”) exposed by the Hosted Service, and OPSWAT client software (“Client”) designed to interact with the Hosted Service. A reference to “You” or “Your” means the natural person or entity acting by and through, its officers, employees, and third party consultants as Hosted Service user. A reference to “We”, “Us”, “Our” is to OPSWAT. By using and/or accessing the Hosted Service, You agree to the Terms, and to be liable for any failure by Your employees or third party consultants to comply with the Terms.

  1. Account Access. The Hosted Service is licensed, not sold. OPSWAT grants You certain rights to use the Hosted Service, APIs, and Client after You create a validated account at go.opswat.com (“Account”) that uniquely identifies You by the information You provide in the registration process (“Registration Data”). Registration Data must be true, accurate, current, complete, updated. You are responsible for maintaining the confidentiality of account passwords, access designations, API keys, and liable for all activities occurring thereunder. OPSWAT will not be liable for loss or damage You incur. Unless OPSWAT otherwise agrees in writing, You cannot share or transfer, passwords and access designations. OPSWAT reserves the right, in its sole discretion to investigate and take legal action against anyone who, in OPSWAT’s sole discretion violates the Terms, and may suspend or terminate Account access if it suspects You have engaged in unlawful or prohibited activity.

  2. Hosted Service Features. Depending on the Hosted Service You use, one or more of the following features may be available, either via a web browser interface, API or Client:
    a. Malware analysis of uploaded files (or hash values thereof)
    b. Data sanitization of uploaded files
    c. Known vulnerabilities associated with uploaded software binaries (or hash values thereof)
    d. Application intelligence, if available, of uploaded software binaries, such as application name, network connections and loaded components
    e. Reputation analysis of hash values of Internet Protocol (“IP”) addresses and, if and when available, URL addresses and domain names
    f. Information about the device on which the Client is installed or otherwise being used, and the operating system and software applications installed on the device

  3. OPSWAT Reserved Rights. All rights, title, and interest in, and to, the Hosted Service and the Client, including databases, domain names, trademarks, logos, and other identification symbols are the exclusive property of OPSWAT or OPSWAT suppliers (excluding third party brand names the Hosted Service identifies), and is protected by copyright, trademark, patent, and other intellectual property laws and treaties. Nothing in these Terms should be construed as conferring to You, by implication or otherwise, any additional rights to the property of OPSWAT or OPSWAT suppliers beyond the express, limited rights specified in these Terms.

  4. Hosted Service Usage Restrictions. You agree:
    a. To use the Hosted Service only for lawful purposes, in a manner which the Terms do not expressly prohibit, and in a manner that does not infringe the legal rights or interests of OPSWAT or third parties.
    b. To abstain from activity designed to intentionally damage, overload, harm or impede the normal functioning of the Hosted Service.
    c. Not to use the Hosted Service in a way intended to hinder the mission of the cybersecurity vendor industry to protect their customers from malware infection.
    d. That You are either the original owner of content You submit to the Hosted Service or You have the necessary rights and permissions to authorize Us to use Your submitted content. You agree to give Us evidence of such rights and permissions if We request.

Free Hosted Service Usage Restrictions. By default, the Hosted Service is available at no cost subject to the following limitations:
a. Your use of the Hosted Service shall be limited to Your internal business or personal purposes, such as to secure Your entity and technology infrastructure from cybersecurity threats. You may not sub-license, rent, or lease or make generally available to third parties as a billable service Hosted Service results.

b. Your ability to upload files and hash values to the Hosted Service is limited to 25 files, 1500 file hash values, and 25 IP address hash values per hour, and these limitations are subject to change by OPSWAT without notice. You grant OPSWAT and Our cybersecurity suppliers a worldwide, royalty free, irrevocable license to publically display, use, reproduce, and create derivative works from files and hashes You submit.

c. Your ability to monitor devices from the Hosted Service’s management interface is limited to the first 25 devices onto which You deploy the Client. You grant Us a worldwide royalty free, irrevocable license to use anonymized device, operating system, and installed application information from devices associated to Your Account for the purpose of generating market share (“Market Share”) reports similar to those published at https://www.opswat.com/resources/reports.
d. OPSWAT reserves the right, in its sole discretion, to:
i. Suspend or end of life the Hosted Service or Client at any time, with or without cause, and with or without notice.
ii. Make unscheduled deployments of updates or enhancements to Client or Hosted Service.

6. Paid Hosted Service Usage. At Your option, contact us to increase Your Hosted Service usage by entering into a paid license subscription with Us. Upon Our acceptance of your subscription order, the payment confirmation and API key (each a “Proof of Entitlement”) will increase Your use limitations in accordance with your subscription, and expose tools You can use to control Hosted Service behavior, including:
a. Deleting files uploaded to the Hosted Service immediately following scanning. If you choose this option, files you submit to the Hosted Service will not be shared with Our cybersecurity suppliers. You acknowledge and agree, however, that We have continue to have a worldwide royalty free, irrevocable license to publically display, use, reproduce, and create derivative works from meta-data associated with the deleted file, including hash value, scan results and, as relevant, application intelligence and vulnerabilities.
b. Restrict device information (such as device name, IP address and MAC address), shared by the Client with the Hosted Service management interface. We exclude information from devices associated to Your account from Our Market Share reports.

7. Indemnification. If You enter into a paid license subscription transaction with Us as evidenced by Proof of Entitlement, We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging the Hosted Service infringes or misappropriates such third party’s patent, copyright, trade secret, or trademark right (a “Claim”), and will indemnify You from damages, attorney fees, and litigation costs finally awarded against You by a court of competent jurisdiction as a result of, or for amounts paid by You under a Claim settlement approved by Us in writing, provided You (a) promptly give Us written notice of the Claim (b) give Us sole control of the defense and Claim settlement (except that We may not settle a Claim unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Hosted Service, We may in Our discretion and at no cost to You (i) modify the Hosted Service so it is no longer claimed to infringe or misappropriate, (ii) obtain a license for Your continued use of the Hosted Service in accordance with the Terms, or (iii) terminate Your subscriptions for Hosted Service upon 30 days’ written notice and refund You prepaid fees covering the remainder of the term of the terminated subscriptions. The foregoing defense and indemnification obligations do not apply to the extent a Claim arises from Your use of the Hosted Service in violation of the Terms.

8. Support of the Hosted Service. Creation of an Account entitles You to access Our Standard Technical Support Program at http://www.opswat.com/support If You experience issues with the Hosted Service you may notify OPSWAT under the Standard Technical Support Program by submitting a ticket via Your Account at https://portal.opswat.com/support. For additional methods to notify OPSWAT, contact sales@ospwat.com to purchase Gold or Platinum Technical Support.

9. New Features. The Hosted Service may expose new features from time to time without prior notice. You may need to change use of the APIs or update Client to incorporate new Hosted Service features. Unless otherwise specified, new features are subject to the Terms.

10. Use of Client. If You use the Client with the Hosted Service (whether as part of free or paid license subscription usage), the accompanying End User License Agreement governs Your Client use.

11. OPSWAT Responsibilities. We use commercially reasonable efforts to make the Hosted Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which We give notice), and (b) unavailability caused by force majeure circumstances beyond Our reasonable control.

12. OPSWAT Disclaimers. Your access to, and use of, the Hosted Service is at Your risk. You agree the Hosted Service is provided to You "AS IS" and not guaranteed to be error free or without interruption or delay. Without limiting the foregoing, OPSWAT AND ITS AFFILIATES, AGENTS, PARTNERS, AND SUBSIDIARIES DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You agree that We have no responsibility or liability for the deletion of, or the failure to store or to transmit, content and other communications maintained by the Hosted Service.

13. Limitation of Liability. IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING FROM OR IN RELATION TO THE TERMS, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO OPSWAT, UPON WHICH THE DAMAGES WERE BASED, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ACCRUAL OF THE CAUSE OF ACTION. IN NO EVENT WILL A PARTY BE LIABLE FOR COSTS TO PROCURE SUBSTITUTE GOODS. THIS SECTION SURVIVES TERMINATION.

14. Termination. Any provision of these Terms that requires or contemplates execution after termination or expiration of the Terms shall survive, including, but not limited to Limitation of Liability, OPSWAT Disclaimers, General.

15. General. The Terms are the entire and exclusive agreement between OPSWAT and You regarding the Hosted Service, APIs, and Client and the Terms supersede prior and contemporaneous agreements between You and OPSWAT regarding the Hosted Service, APIs, and Client. Our failure to enforce a right or provision of the Terms will not be deemed a waiver of such right or provision. In the event a provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms remain in full force and effect. The Terms are governed by and construed according to the laws of the State of California, excluding California’s choice of law principles. In the event of a dispute or claim arising out of the Terms, the parties submit to exclusive venue in, and the exclusive jurisdiction of, the federal and state courts, as applicable, located in San Francisco, California (except that a party may enforce a judgment in any court of competent jurisdiction). You agree to comply applicable laws, including export laws and regulations that restrict destinations, end users, and end use.

16. Attribution and Additional Rights. The Hosted Service You licensed may include files or data from OPSWAT’s suppliers which grant You additional rights specific to the files suppliers provide OPSWAT, when used separately from the Hosted Service. Attribution of such suppliers and material terms of additional rights available to You may be found at https://onlinehelp.opswat.com/eula/3rd_Party_EULA.html.

OPSWAT, the OPSWAT logo, Metadefender, MetaAccess and Metascan are trademarks or registered trademarks of OPSWAT, Inc. Trademarks not owned by OPSWAT are owned by their respective owners.

(C) 2002-2018 OPSWAT, Inc. All rights reserved.