Scarlet Shark LLC ("Scarlet Shark," "us," or "our") offers proprietary cyber threat intelligence services and data. All references to "you," or "your," means each person or entity that subscribes to the Scarlet Shark Platform (a "Paid Customer") or accesses Scarlet Shark Products without a subscription ("Free Customer," and together with Paid Customer, a "Customer"). This End User License Agreement (EULA) governs your access to and use of Scarlet Shark Products, unless you have entered into a separate Data License Agreement with us, in which case that Data License Agreement, and not this EULA, will govern.
Scarlet Shark provides the Scarlet Shark Products to you solely on the terms and conditions set forth in this EULA and on the condition that you accept and comply with them. By registering for an account and/or using Scarlet Shark Products, you (a) accept this EULA and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; and (ii) if you use Scarlet Shark Products on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your use of Scarlet Shark Products will be deemed an acceptance by that entity, and "you" and "your" will refer to that entity. If you do not agree to this EULA, Scarlet Shark will not and does not license Scarlet Shark Products to you and you must not use Scarlet Shark Products.
Potential Paid Customers interested in purchasing a subscription to Scarlet Shark Products may contact Scarlet Shark by email at sales [AT] scarletshark.com to request a custom quotation for a subscription to Scarlet Shark Products (a "Quotation"). The request should include: Customer name, email address, and preferred license types. Upon receipt of a request, Scarlet Shark will work with the potential Customer to ascertain any additional details necessary to provide a Quotation. Scarlet Shark will deliver a Quotation containing the relevant terms of the subscription for each requested Scarlet Shark Product. Each accepted Quotation is incorporated by reference and made a part of this EULA. In the event of any discrepancy between the terms of this EULA and a Customer's accepted Quotation, the terms of the Quotation control. If there are no terms listed on the accepted Quotation, and there is no separate Data License Agreement, the terms of the EULA control. For Paid Customers who purchase a subscription through resale by a Scarlet Shark reseller, the material financial terms of the subscription (duration, fees, payment terms, renewal terms, scope of access) are governed by the agreement between the Customer and the Scarlet Shark reseller.
In order to access Scarlet Shark Products, you will be asked to create an account with Scarlet Shark, which will require you to provide certain registration details, such as, but not limited to, name, email address, and phone number. You agree that all information you provide to register an account with Scarlet Shark will be correct, current, and complete. Our collection and use of this information is governed by our Privacy Policy. Upon your completion of the registration process, Scarlet Shark will provide you with access to the applicable Scarlet Shark Products. You are responsible for ensuring that all persons who access Scarlet Shark Products through your account are aware of this EULA and comply with the terms contained herein.
Scarlet Shark offers a trial period for its paid subscription tiers and also offers certain non-paid subscriptions for Free Customers wishing to use Scarlet Shark Products for non-commercial purposes. Features available during a trial period may differ from paid subscriptions. Scarlet Shark reserves the right to change, revoke, limit, restrict or expand access to Scarlet Shark Products or features thereof for these non-paid offerings at any time in its sole discretion.
If you have registered for a trial or non-paid subscription, when registration of your account is complete, you may have access to all or a subset of features of Scarlet Shark Products, depending on your subscription type. Trial Customers or Free Customers may choose to convert to a paid subscription at or prior to the conclusion of their trial period.
You must treat any username, password, access key, or other security-related information as confidential, and you must not disclose it to any other person or entity. Your account is personal to you and you agree not to provide anyone other than your Authorized Users with access to it or your security-related information. You agree to notify us immediately of any unauthorized access to or use of your account, security-related information, or any other breach of security.
Furthermore, it is Your responsibility to maintain updated security software and notify Scarlet Shark of any suspected breaches involving Scarlet Shark Services.
Subject to your complete compliance with this EULA, including full payment of all applicable Subscription Fees, Scarlet Shark hereby grants you a non-exclusive, non-transferable license to access and use the Platform with respect to the Scarlet Shark Products set forth in your Quotation (during the term and in accordance with the terms stated in your Quotation(s)). For Free Customers, Scarlet Shark hereby grants you a non-exclusive, non-transferable revocable license to access and use the relevant portions of the Platform available for unpaid Scarlet Shark Products, subject to your complete compliance with this EULA. In every case (Free Customers and Paid Customers), such use is limited to your internal business purposes or non-commercial purposes such as academic research, if applicable.
You shall not use the Platform for any purposes beyond the scope of the access granted in this EULA. You shall not at any time, directly or indirectly, and shall not permit any person or entity to:
(1) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party except for Authorized Users;
(2) copy, modify, or create derivative works of the Platform, in whole or in part, or create Derived Products, other than in accordance with the terms of your Quotation;
(3) modify, alter, distort, delete, or change the Platform in any way that would materially affect the integrity of the Platform;
(4) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Platform, the source of Scarlet Shark Data, or methods used to compile Scarlet Shark Data, in whole or in part;
(5) remove any proprietary notices from the Platform;
(6) use the Platform for fraudulent or illegal activities; or
(7) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Notwithstanding anything to the contrary in this EULA, Scarlet Shark may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Platform if Scarlet Shark reasonably determines that:
(1) Customer violates any of the restrictions in Section 3.2;
(2) Customer's use of the Platform exceeds the scope of access set forth in Customer's Quotation or constitutes abusive usage;
(3) There is a threat or attack on the Platform necessitating suspension, in which case Scarlet Shark will use commercially reasonable efforts to provide written notice of any the Platform suspension to Customer and to provide updates regarding resumption of access to the Platform following any suspension. Scarlet Shark will use commercially reasonable efforts to resume providing access to Scarlet Shark Products as soon as reasonably possible after the event giving rise to the suspension is cured.
(4) Customer's or any Authorized User's use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of Scarlet Shark;
(5) Customer, or any Authorized User, is using the Platform for fraudulent or illegal activities;
(6) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(7) Scarlet Shark's provision of the Scarlet Shark Data to Customer or any Authorized User is prohibited by applicable law.
Scarlet Shark will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a service suspension described above.
Scarlet Shark reserves the right to modify, discontinue, or remove any Product or feature of a Product at any time in its sole discretion. Scarlet Shark will use commercially reasonable efforts to provide advance notice of any material changes or planned discontinuation to affected Customers.
For Paid Customers with an active subscription to a Product or feature that is materially reduced or discontinued, Scarlet Shark will, at its discretion, provide one of the following remedies:
(1) a pro rata refund of any prepaid, unused fees for the affected Product or feature;
(2) a credit toward future Scarlet Shark services; or
(3) access to a reasonably equivalent alternative offering, if available.
The remedies set forth above are Paid Customers' sole and exclusive remedy in connection with any modification or discontinuation of a Product or feature.
Beginning on the subscription term start date set forth in the accepted Quotation, Scarlet Shark shall deliver applicable Scarlet Shark Data to Customer in the manner and in accordance with the scope of access set forth in the Quotation. Scarlet Shark shall provide to Customer the necessary access keys, passwords, links, and/or connections to allow Customer to access the Scarlet Shark Data.
You are responsible and liable for all uses of the Scarlet Shark Products through access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this EULA.
By accepting the Quotation for your subscription (as described in Section 2.1), you authorize Scarlet Shark to charge you the fee for the term set out in your Quotation ("Subscription Fee"). Unless stated otherwise in the Quotation, you shall pay the initial Subscription Fee within thirty (30) days of acceptance of the Quotation. Scarlet Shark accepts payments through our payment provider Paddle.com ("Market Ltd"). If you make payment through Paddle.com, you agree to comply with any relevant terms of service from Paddle.com concerning payment processing.
Scarlet Shark may charge interest on past due amounts at the rate of 1.5% per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law. Customer shall reimburse Scarlet Shark for all reasonable costs incurred by Scarlet Shark in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
A Customer may request a full refund of any fees paid within thirty (30) calendar days from the date of the original purchase. To be eligible, the refund request must be submitted in writing to Scarlet Shark at the contact email, support [AT] scarletshark.com, within the 30-day period.
Refunds will be issued to the original method of payment within 45 days of a Customer's refund request. Scarlet Shark does not offer partial refunds unless otherwise required by applicable law. After the 30-day period has elapsed, all sales are considered final and non-refundable.
During the Term of your subscription, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information includes Customer Data. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving parties.
The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this EULA.
Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party's rights under this EULA, including to make required court filings.
On the expiration or termination of your subscription, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date of acceptance of this EULA and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this EULA for as long as such Confidential Information remains subject to trade secret protection under applicable law.
You acknowledge that, as between Customer and Scarlet Shark, Scarlet Shark owns all right, title, and interest, including all intellectual property rights, in and to the Platform. You further acknowledge that: (1) Scarlet Shark Data is an original compilation protected by United States copyright laws; (2) Scarlet Shark has dedicated substantial resources to collect, manage, and compile the Scarlet Shark Data; and (3) the Scarlet Shark Data constitutes trade secrets of Scarlet Shark. Customer shall use commercially reasonable efforts to safeguard the Platform from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Scarlet Shark if Customer becomes aware of any infringement of the Platform and fully cooperate with Scarlet Shark in any legal action taken by Scarlet Shark to enforce its intellectual property rights.
The Scarlet Shark name, the Scarlet Shark logo, and all related names, logos, product and service names, designs and slogans are trademarks of Scarlet Shark or its affiliates or licensors. You must not use such marks without the prior written permission of Scarlet Shark. All other names, logos, product and service names, designs and slogans are the trademarks of their respective owners.
Scarlet Shark acknowledges that, as between Scarlet Shark and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Scarlet Shark a non-exclusive, royalty-free, worldwide license: (1) to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Scarlet Shark to perform its obligations under this EULA; and (2) reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Usage Data solely in an anonymized and aggregate manner.
Notwithstanding anything to the contrary in this EULA, certain Scarlet Shark may: (1) monitor Customer's use of the Platform; (2) collect and compile Usage Data (including that derived from Customer Data in accordance with the terms of this EULA, such as the IP address of the Customer device accessing the Platform) related to the provision, operation, and performance of the Platform; (3) utilize Usage Data to improve and enhance the Platform and for development, diagnostic, and corrective purposes in connection with existing and potential Scarlet Shark offerings; (4) disclose Usage Data as permitted by applicable law, solely in aggregate and anonymized form. Customer acknowledges that Scarlet Shark may compile Usage Data derived from Customer Data input into the Platform, so long as any Customer Data incorporated into Usage Data shall be used by Scarlet Shark solely in an aggregate and anonymized manner.
If you or any of your Authorized Users sends or transmits any communications or materials to Scarlet Shark suggesting or recommending changes to Scarlet Shark Products, or any comments, questions, suggestions, or the like ("Feedback"), Scarlet Shark is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
Scarlet Shark will use and disclose Customer Data only for the purposes for which Customer provides it under the terms of this EULA and our Privacy Policy, and not use or otherwise disclose or make available Customer Data without Customer's prior written consent.
Scarlet Shark will comply with applicable laws and regulations in its creation, collection, receipt, access, use, storage, disposal, and disclosure of Customer Data, as further detailed in our Privacy Policy. Scarlet Shark will employ reasonable security measures to protect Customer Data in accordance with accepted industry standards.
Scarlet Shark will not be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Customer Data under its control or in its possession.
Scarlet Shark maintains a data breach response plan in accordance with accepted industry standards and will implement the procedures required under such plan on the occurrence of a data breach. Scarlet Shark will notify Customer of a data breach as soon as reasonably practicable after Scarlet Shark becomes aware of it. Promptly following Scarlet Shark's notification to Customer of a data breach, the parties will coordinate with each other, as necessary, to investigate the data breach in accordance with Scarlet Shark's current data breach response plan.
SCARLET SHARK PRODUCTS IS PROVIDED "AS IS" AND SCARLET SHARK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SCARLET SHARK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Scarlet Shark shall indemnify, defend, and hold harmless Paid Customers from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that Scarlet Shark Products, or any use of Scarlet Shark Products in accordance with this EULA, infringes or misappropriates such third party's United States intellectual property rights, provided that you promptly notify Scarlet Shark in writing of the claim, cooperate with Scarlet Shark, and allow Scarlet Shark sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Paid Customer agrees to permit Scarlet Shark, at Scarlet Shark's sole discretion, to (1) modify or replace Scarlet Shark Products, or component or part thereof, to make them non-infringing, or (2) obtain the right for Paid Customer to continue use Scarlet Shark Products. If Scarlet Shark determines that neither alternative is reasonably available, Scarlet Shark may terminate the relevant subscription, in its entirety or with respect to the affected Scarlet Shark Product or component thereof, effective immediately on written notice to Paid Customer, and in such case shall provide a pro rata refund Paid Customer of its Subscription Fee for any unused portions of the subscription or in-kind replacement Product(s) of a similar nature.
This Section 9 will not apply to the extent that the alleged infringement arises from: (A) use of Scarlet Shark Products in combination with data, software, hardware, equipment, or technology not provided by Scarlet Shark or authorized by Scarlet Shark in writing; (B) modifications to Scarlet Shark Products not made or approved in writing by Scarlet Shark; or (C) Customer Data.
Customer agrees to defend, indemnify and hold harmless Scarlet Shark, 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 this EULA.
In no event will either you or Scarlet Shark be liable under or in connection with this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (1) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (2) increased costs, diminution in value or lost business, production, revenues, or profits; (3) loss of goodwill or reputation; (4) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (5) cost of replacement goods or services, in each case regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
In no event will Scarlet Shark's aggregate liability arising out of or related to this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to Scarlet Shark under this EULA in the twelve (12) month period preceding the event giving rise to the claim. The exclusions and limitations in this Section 10 do not apply to claims pursuant to Sections 5 (Confidentiality) and 9 (Indemnification).
For Free Customers, this EULA takes effect on the date you first register for an account or access an unpaid Product, and remains in effect for so long as you have an active account or continue to access unpaid Products, unless terminated as set forth herein (the "Term"). For Paid Customers, the Term is as specified in the applicable Quotation, including any renewal terms set forth therein
In addition to any other express termination right set forth in this EULA, either party may terminate this EULA, effective on written notice to the other party, if the other party materially breaches this EULA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. If a Customer terminates this EULA pursuant to this Section 11.2, Customer is entitled to a pro rata refund of its then-current Subscription Fee corresponding to the portion of the current Term remaining as of the effective date of termination.
Free Customers may terminate this EULA for convenience at any time by closing their account.
No expiration or termination will affect either party's obligations or liability to the other party that has already occurred, comes into effect due to the expiration or termination of this EULA, or otherwise survives the expiration or termination of this EULA.
Scarlet Shark may, no more than once in any twelve (12) month period, audit Customer's use of the Platform to confirm compliance with the terms of this EULA. Any such audit shall be conducted remotely, during normal business hours, and upon at least ten (10) days' prior written notice to Customer. Customer agrees to reasonably cooperate with such audit by providing usage data, access logs, or other relevant information as reasonably requested by Scarlet Shark.
Scarlet Shark shall bear the cost of conducting any such audit, except that Customer shall reimburse Scarlet Shark's reasonable audit costs if the audit reveals a violation of the use restrictions set forth in this EULA.
If the audit reveals that Customer has exceeded its permitted use, Customer shall promptly pay the applicable fees for such excess use on a retroactive basis, calculated at Scarlet Shark's then-current rates. If the audit reveals that Customer has materially violated any use restrictions under this EULA, including by reselling, sublicensing, sharing with third parties, creating derivative works of the Platform (including Scarlet Shark Data), or using the Platform for any purpose other than Customer's own internal business purposes, Scarlet Shark may, in addition to any other remedies available under this EULA, terminate the EULA and any Quotation upon written notice.
This EULA, together with any other documents incorporated herein by reference constitutes the sole and entire agreement of the parties with respect to the subject matter of this EULA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
If there is a conflict between your Quotation, applicable Supplemental Terms, or the terms and conditions of this EULA, then the order of precedence is as follows: (i) your Quotation; (ii) the Supplemental Terms (for the specific Products described in the Supplemental Terms only); and (iii) this EULA.
Scarlet Shark may revise and update this EULA from time to time in our sole discretion. We will use commercially reasonable efforts to notify Customers of any changes to this EULA at least ten (10) days prior to such change taking effect, but it is a good idea for you to periodically review the most recent version. All changes are effective upon the date indicated in the notice, except that any changes which impact the terms contained in your Quotation (if applicable) will not take effect until your subscription renews, unless you and Scarlet Shark agree otherwise in writing. Your continued use of Scarlet Shark Products following the 10-day notice period means that you accept and agree to the changes.
All matters relating to your subscription, Scarlet Shark Products, and this EULA and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction).
No waiver by Scarlet Shark of any term or condition set forth in this EULA will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Scarlet Shark to assert a right or provision under this EULA will not constitute a waiver of such right or provision. If any provision of this EULA is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the EULA will continue in full force and effect.
In no event will either party be liable to the other party, or be deemed to have breached this EULA, for any failure or delay in performing its obligations under this EULA (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Neither party shall assign its rights or delegate its obligations under this EULA without the other party's written consent, except that either party may, upon written notice to the other party (and without the other party's consent), assign its rights in this EULA in connection with a corporate reorganization, acquisition, merger, or sale of or substantially all of its assets.
Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of Scarlet Shark Products or any Customer Data outside the U.S.
Each party acknowledges and agrees that a breach or threatened breach by such parties of any of its obligations under Section 5 (Confidentiality) or, in the case of Customer, Section 3.2 (Use Restrictions), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, and specific performance.
All feedback, comments, requests for technical support and other communications relating to your subscription or the Platform should be directed to: support [AT] scarletshark.com. ("Scarlet Shark," "us," or "our") offers proprietary cyber threat intelligence services and data. All references to "you," or "your," means each person or entity that subscribes to the Scarlet Shark Platform (a "Paid Customer") or accesses Scarlet Shark Products without a subscription ("Free Customer," and together with Paid Customer, a "Customer"). This EULA governs your access to and use of Scarlet Shark Products, unless you have entered into a separate Data License Agreement with us, in which case that Data License Agreement, and not this EULA, will govern.