Effective date: August 9, 2022

SOC Prime, Inc., a Delaware corporation, and its Affiliates (collectively, “SOC Prime”, “we”, “us”, or “our”) make the Service (as defined below) available on the SOC Prime’s website https://tdm.socprime.com (the “Site”) subject to the following SOC Prime Platform Terms of Service (“Terms”).

For the purpose of these Terms, “you”, “your”, or “User” includes individually or collectively any individual or organization that visits, views, uses, or accesses the SOC Prime Platform (as defined below) or uses the Content (as defined below). To the extent that you have entered into another written agreement with SOC Prime, terms and conditions of such written agreement shall govern in case of any discrepancy with these Terms.

Definitions

“SOC Prime Platform” is a service for cross-platform threat detection content delivery, developed by security incident responders. SOC Prime Platform provides content for searching, indexing, monitoring, analyzing, and visualizing information and data on cybersecurity threats to improve the efficiency of Security Information and Event Management (“SIEM”), Endpoint Detection and Response (“EDR”), Network Security Monitoring (“NSM”), Network Traffic Analysis (“NTA”) and Network Threat Detection & Response ("NTDR") solutions.

“Account” means the account at the Site that is or will be created by a User.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party; where “control” means the direct or indirect ownership of at least fifty percent (50%) of the then-outstanding voting shares or equity interests of that party, or the power to direct or cause the direction of the management and policies of that party, whether by contract or otherwise; but only for so long as such control relationship exists.

“Agreement” means any purchase order, price quote, contract, agreement or other binding document used by a User to order the Service, including any modification to such a document. Unless expressly consented by SOC Prime in a writing, any other standard terms set forth on any Purchase Order or other similar document, provided by User whether prior to or after the date of the Agreement, are of no force or effect and are expressly rejected by SOC Prime.

“Content” means, individually and together, use cases, threat detection rules, queries, configurations for security information and event management systems, analytical packages, scripts, comments, feedback and other materials provided as a part of the Service whether by SOC Prime, Users or a third party.

“Service” means a subscription-based SOC Prime Platform service for the duration of the Subscription term set forth in the applicable Agreement.

“Subscription” means the User's then-current subscription to Service. “Paid Subscription” means On Demand or Enterprise Subscription. “Free Subscription” means the Community Subscription. “Paid Users” means Users with a Paid subscription. “Free Users” means Users who have signed up through the Free subscription.

“Subscription term” means the amount of time set forth on an aplicable Agreement. If the Agreement doesn’t specify when the Subscription term begins, it begins on the date the User gets access to the Service.

Introduction

Please read these Terms carefully before you use the Service. It sets out the basis on which SOC Prime makes the Service available to you and on which you may use it. These Terms are a legally binding contract unless otherwise indicated in a separate written agreement between you and SOC Prime. By creating an Account, starting using Service and/or Content, you accept all the conditions of these Terms on behalf of yourself and any entity or individual you represent or for whose device you acquire the Service.

SOC Prime’s Privacy Policy (“Privacy Policy”) is an integral part of these Terms. By using our Service, you agree to accept and to be bound by these Terms and Privacy Policy at all times.

In order to use and exercise benefits of the Service, you will need internet access, SIEM, EDR, NSM, NTA, NTDR or similar systems, or solutions that may process the Content distributed via the SOC Prime Platform.

Choosing a Subscription

We offer different types of Subscriptions. You can find the features and content of each Subscription on our pricing page, or you can reach out our Sales representative for more details of a Subscription plan that is right for you or the organization you represent. We reserve the right to modify, terminate or otherwise amend the Subscription plans at any time.

When you purchase your selected Paid Subscription, you will have access to the Service and Content currently available within that Paid Subscription for the period you have chosen for the Subscription Term.

License to use the Service and Content

Unless otherwise agreed between parties in the applicable Agreement and subject to User’s compliance with the provisions set forth in the Third Party Content, Third Party Services, Acceptable use and Restrictions, Payment Terms, and Termination Sections herein, SOC Prime hereby grants User a non-exclusive, non-sublicensable, non-transferable right to access and use the Service, download and use the Content provided by the Service during the Subscription term solely for User’s internal business purposes in accordance with these Terms and the applicable Agreement. User can grant access to the Service solely to the individuals authorized by a User to use the Service.

For the avoidance of doubt, unless otherwise expressly stated in an Agreement, Subscription to Service is intended exclusively for end users only and do not allow re-distribution, sub-distribution or use of the Content for any party other than you (see “Acceptable use and Restrictions” Section below). For redistribution of the Content to any third party (end user/customer) or using it in your services to third parties please refer to the “MDR/MSSP Payment Terms” Section below or contact our sales team at sales@socprime.com.

The rights granted in this Section terminate when a Subscription expires or is terminated by User or SOC Prime.

SOC Prime does not guarantee the stable and correct operation of the Service in case of exceeding the number of end-users/computers connected to the Service indicated in the applicable Agreement, incompatibility with hardware requirements and settings; violation of the operating conditions of virtual machines and hypervisors, and other requirements set in the documentation to the Service, which may be published at the Site or otherwise provided to you.

Acceptable use and Restrictions

As a condition to the rights and licenses granted in the Section above, User agrees that User and Representatives must not, nor permit any third party to access or use the Service (or any feature thereof), or any Content in a manner not specifically permitted by these Terms or applicable Agreement; or use any Content or information contained on or obtained from or through the Service under granted Paid subscription access prior to payment.

Unless you have a prior written permission from us or as expressly permitted herein, you agree not to: (i) modify, adapt, translate, publicly display, publish, create derivative works of any Content or results from the Service; (ii) distribute, re-distribute, sub-distribute, sublicense, sell, rent or otherwise transfer the Service or Content in whole or in part to any third party (end user/customer) applicable for MDR/MSSP use (like using Content to provide services to end customers); (iii) deploy the Service on more computers than was allocated to you (unless otherwise indicated in the Oder, you are allowed to deploy Service on one (1) work seat/computer for each Account); (iv) decompile, debug, disassemble, reverse engineer, simulate or derive source code or otherwise prepare any derivative works from the Service, Site or Content in any manner; (v) use any means of collecting data from the Service, Site, not directly allowed, including any robot, spider, crawlers, deep-link, automated content scraping script, grabbers or other automatic device, program, techniques, algorithm or methodology to retrieve, index, scrape, data mine or in any way gather, copy or monitor any portion of the Site, Content or Service; (vi) use Service for providing time-sharing services, managed detection and response services, SaaS offering, service bureau, or as part of an application services provider/service offering; (vii) alter or remove any copyright, trademark, or proprietary notices, credits, or legends contained on or in or provided through the Service; (viii) make available to any third party any intellectual property of SOC Prime related to the Service; (x) use Content, Service or any portion thereof, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or any applicable law, regulation, or order; (xi) embed the Site and/or the Service to another web sites and systems, (xii) to interfere or attempt to interfere with the proper operation of the Service or any activities conducted through the Service; or (xiii) use the Service in violation of any SOC Prime policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations, and you agree that you are solely responsible for compliance with all such laws and regulations.

Violation of this Section may result in the termination of your Subscription and access to the Service and SOC Prime reserves the right to claim indemnification for the losses incurred by SOC Prime caused by your breach of these restrictions.

You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site is not authorized, will be a violation of these Terms and will constitute a copyright violation. You shall not interfere, or attempt to interfere with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses, archive bombs or time bombs, or any other means expressly prohibited by any provision of these Terms or by law.

Third Party Content

“Third Party Content” is the Content that was provided by our partners, threat bounty hunters, contractors, and third party developers, validated and reviewed by SOC Prime. For all Third Party Content, we are conducting the best effort review, but we do not provide any warranties, more detail in the “Limited Warranties and Disclaimers” and “Limitation of Liability” Sections. All rights for Third Party Content and all other copyrights and trademarks belong to their respective owners. You acknowledge that the Third Party Content licensing terms may include certain limitations, which may include the obligation to identify the author of the Third Party Content, etc. Please contact the appropriate third party for further information regarding their terms of use applicable to Third Party Content.

Without limiting the foregoing, certain Content may be licensed to you under the terms of the Detection Rule License 1.1 below, as well as other licenses accompanying the related Content. Before using the Content, please carefully read the terms of the license attached to the Content so that the use of the Content complies with the license requirements. Unless otherwise stated, Third Party Content will be licensed under the Detection Rule License 1.1 by default, which can be found by following this link:

https://github.com/SigmaHQ/sigma/blob/master/LICENSE.Detection.Rules.md

Third Party Services

Your use of Site and Service may involve usage of a service, information, feature, software, Application Programming Interface (“API”), websites, or functionality that are owned or operated by a third party (“Third Party Services”).

If you use Third Party Services, you may be subject to certain policies, terms and conditions of their providers, which may differ from ours. You should review any end-user or other license agreement that governs the respective party's relationship with you, as well as the privacy policy and security measures of the third party resource that will govern your use of that resource. SOC Prime is not responsible or liable for the content or accuracy of any Third Party Services or for any loss or damage of any kind arising from the use or any failure of products or services provided on or with the help of a Third Party Services. For example, our Service utilizes the National Vulnerability Database (“NVD”) created by the National Institute of Standards and Technology (“NIST”). The NVD offers some of its public data in machine-readable format via an API subject to the appropriate terms of use on the NIST website. Via this API we collect data and use it to prioritize the output of the Content searching to the Users with the appropriate links. Our usage or accessing the NVD API does not mean that our Service is endorsed or certified by the NVD.

Third Party Links

The Service may contain links to third-party sites. The linked sites are not under the control of SOC Prime, and SOC Prime is not responsible for the accuracy or reliability of any information, opinions, advice, or statements made on these linked sites. Access to any of these linked sites is at the user’s own risk.

Payment Terms

Fees. Unless otherwise specified in the applicable Order or in these Terms, the fees: (i) must be paid in advance before activation of the Subscription; (ii) are indicated for 1 year Subscription term; (iii) must be paid within 30 days following the respective invoice; (iv) are non-refundable.

In addition to any other rights or remedies available to SOC Prime under the applicable law, if you fail to timely make payments SOC Prime reserves the right to (i) accrue an interest on any amounts not paid when due at the rate equal to 1.5% per month or the highest amount permitted by law; and (ii) immediately downgrade to your Account to Free subscription or suspend provision of the Service.

Expenses. Except as expressly set in the applicable Order, each party will bear all of its own costs and expenses in connection with or arising under the Subscription.

Taxes. Applicable taxes (e.g. VAT, sales tax) may be charged on the top of the fees. If the applicable taxes were not charged to you at the time of the payment, SOC Prime reserves the right to collect the taxes from you at any time, should such taxes be assessed after payment for a Subscription has been processed.

MDR/MSSP Payment Terms

Providers of managed detection and response services and managed security services providers (“MDR/MSSP”) or other entities that may redistribute Content to or serve its customers with the use of Service and/or Content are subject to a special terms and conditions and different pricing models. SOC Prime reserves the right to determine on its sole discretion whether a User belongs to MDR/MSSP category. It is not permitted to use the “On Demand” Subscription Plans for redistribution of the Content or use of the Service and/or the Content for serving third parties. If you are an MDR/MSSP, please reach out to us at sales@socprime.com.

Cancellation and refunds

You can terminate your Account or cancel your Subscription at any time. Except as otherwise set forth in these Terms, applicable Agreement or is required by applicable law, SOC Prime shall be under no obligation to do any refunds or provide credits for any part of unused Service or Content durig the Subscription term.

Use on behalf of organization

You represent and warrant to us that you have the full right, power, and authority to access and use the Service and, to the extent necessary, that you have obtained all necessary corporate or other authorizations or consents to access and use the Service. Thus, if you are an individual (e.g., employee or consultant) acting on behalf of an organization, you represent and warrant that you have obtained all necessary authorizations or consents (i.e. you must be an authorized representative) to accept these Terms on behalf of such organization so that, in addition to yourself, such organization is bound by the Terms.

Use on behalf of individual

You may use the Service only if (i) you are at least 18 years old; and (ii) SOC Prime is not restricted from provision of Service to you under Export Control and Sanctions Laws (as defined below). An individual User Account can only be a member of one organization. Individuals can have no more than one Account, even if an individual has multiple email addresses.

User Account Registration

In order to use the Service, you must have a valid Account. To acquire an Account for the Service, you must provide SOC Prime with an electronic mail address and other information ("User Data"), requested during the registration of the Account or later when you use the Service. You agree to provide true, accurate, and complete User Data and keep such User Data updated to maintain its truthfulness, accuracy, and completeness. You agree that all User Data you provide, our use and processing of such User Data will be governed by our Privacy Policy (link) that may be updated from time to time.

One person may not maintain more than one User Account. Duplicate/multiple Accounts on our servers are highly prohibited, this means that your Account (or all of them) is subject to the rule of termination/suspension.

Except as expressly provided herein, you may not transfer, sell, combine, assign and otherwise share your Account with any other person and you may not use anyone else’s account at any time. In cases where you have nevertheless authorized or registered another person to use your Account, or where you have acted negligently in safeguarding your account as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the SOC Prime Platform via your account, (ii) controlling the person’s access to and use of the Service, and (iii) the consequences of any use or misuse by such person(s). You agree to immediately notify SOC Prime of any unauthorized use of your Account that you become aware of.

Manager Account. Accounts with the same company domain (“Team Member”) can be managed by one or two Manager Accounts, which can be assigned in settings without re-registering. Manager Accounts have access to the management pages, where they can supervise the Team Members accounts at their sole discretion and have the right: to add, edit, remove, send direct invitations to a Team Members emails, see the statistical information of the Team Members and other actions that will be added to the Manager Accounts by the SOC Prime. If you make changes to the Team Members Accounts, you represent that you have respective authorities to do so (e.g. from your employer).

Login and Passwords. You understand and agree that you are solely responsible for maintaining the confidentiality of the credentials (login, passwords) for accessing your Account. If you believe that the credentials have been compromised or you detect an unauthorized access to your Account - report it to report@socprime.com immediately. We may suspend the access to your Account if we notice any suspicious activity.

User Responsibilities. User will promptly report any errors in the operation of the Service to SOC Prime and will not take any actions that would increase the severity of the error. User will use the Service solely as described herein.

You agree not to create an Account and/or use the Service if your account has previously been deactivated, deleted, and/or banned by us for further access to the Service. Additionally, you understand and agree that we may contact you via e-mail or otherwise with information relevant to your use of the Service.

Services & Support

Unless otherwise indicated in the Agreement, Support can be conducted via email, Slack, Intercom chat.

Expected response time: Same Business Day (depends on Subscription plan)
Expected resolve time: From 5 Business Days to 24 Hours (depends on Subscription plan)
Support contacts:
Web: https://tdm.socprime.com (Support Button in Help Center)
E-mail: support@socprime.com
Monday-Friday (excluding statutory US holidays): 9:00 AM to 5 PM GMT

Service Level Agreement (SLA)

For paid Subscriptions, SOC Prime shall maintain availability of the Service 99.5% of the time. “Availability” means the percentage of the time, the Service is available to User calculated in the following manner:

Availability in the calendar month = [total monthly minutes – minutes of unavailability/total monthly minutes] * 100%

Availability will not include minutes of unavailability resulting from events of Force Majeure (except to the extent avoidable by SOC Prime’s commercially reasonable efforts), or the User's failure to use the Service. Our Support will make the best effort to resolve any issues to your satisfaction as quickly as possible and achieve the maximum level of Availability.

You may have other SLA terms in the Agreement.

Extended Service Level Agreement for the Latest Threats

If you purchased the 24-Hour SLA add-on for the latest threats, you may be entitled to the special terms described in this Section. Otherwise, a 24-hour or longer wait time on content code access from its release date will be granted, according to the applicable Agreement.

We provide the Content for the detection of suspicious activity related to the most dangerous Exploitable Critical Vulnerabilities selected by SOC Prime, within a 24-hours period (“Content SLA Period”).

For the purposes of the Terms, Exploitable Critical Vulnerability means critical weakness in an information system that can be exploited or triggered by a threat source, and information about such exploits and/or triggers is publicly available and assessed as described below (all three criteria below should be met):

• information about the Exploitable Critical Vulnerability becomes publicly available, identified, and categorized with Common Vulnerabilities and Exposures (CVE®) methodology, its CVE record published by respective CVE Numbering Authorities according to the MITRE Corporation rules and practices;
• criticality level of the Exploitable Critical Vulnerability is assessed and received the following scores on at least one of the following sources indicated below:
  • Microsoft Security Update: Publicly Disclosed=yes, Exploited=yes, CVSS:3 >= 9, according to methodology published at https://msrc.microsoft.com/update-guide/vulnerability;
  • VulnDB: Exploitability must exist and CTI Interest Score >= 9 and CVSS:3 >= 9 as published at https://vuldb.com/?ct.
• results of exploitation of respective Exploitable Critical Vulnerability must be traceable (i.e. present in log files: event logs, security logs, audit trails, audit logs and similar records).

SOC Prime will be proactively monitoring and developing Content that addresses certain Exploitable Critical Vulnerabilities, which, in our opinion, constitute the biggest threat. For this purpose, we monitor the sources mentioned in the Exploitable Critical Vulnerability definition and focus on the widely used software (e.g. most common Linux platforms, Microsoft Windows, software with a proven base of users of at least 1 million). We will do our best to address vulnerabilities in legacy and niche software as well, however, such software will not be covered by this section of the Terms. SOC Prime will determine at its sole discretion what software we focus our efforts on and what Exploitable Critical Vulnerabilities will be selected for the Content SLA Period.

Content SLA Period for Exploitable Critical Vulnerability selected by SOC Prime will be calculated from the moment of publication of the information about such Exploitable Critical Vulnerability on the websites indicated above.

The content will be considered as provided to you from the moment it is published on the SOC Prime Platform.

Right to Audit and other Requests

You agree to keep accurate records containing all the data (including technical data and logs about the distribution or use of Content for any third party) reasonably required to verify your compliance with these Terms or Agreement. Such records will be retained for a period of at least 3 years following the end of your Subscription term. Upon receipt of written notice (which may be sent at least 3 days in advance), you will permit the auditing and copying of such records by our representatives or a mutually acceptable third party. In addition, you will respond to reasonable inquiries SOC Prime regarding your use of the Service and/or the Content.

Fees and expenses incurred in connection with the audits shall be borne by SOC Prime unless such audit discovers a material breach of these Terms or underpayment of fees (periodic payment of fees that may be stipulated by the Agreement), in which cases the fees and expenses incurred in connection with such audit will be borne by you.

If we have reasonable grounds to believe that you are not compliant with these Terms, including but not limited violating of Export Control and Sanctions Laws (as defined below), we may send you a request with information relevant to your use of the Service and you agree to respond to such request within 5 business days.

Termination

SOC Prime’s Termination for Breach. You agree that we may suspend or deactivate your Account or terminate your Subscription if we believe that you have violated these Terms, infringed the intellectual property rights, engaged in fraudulent or illegal activities with the use of Service, if it is required by applicable law, regulation, court or governing agency order. Our termination of any User’s access to the Site or Service hereunder may be effected with notice and, on such termination, we may immediately deactivate or delete User’s account and/or bar any further access, and your right to use the Service will immediately cease.

SOC Prime’s Termination for Convenience. We may suspend, restrict, or terminate your Subscription and, therefore, your access to Service and deactivate your User Account without explaining you a reason for such deactivation by giving you a notice: (i) at least in 2 months before such deactivation if you are a Paid User; and (ii) at least in 3 days if you are a Free User. You acknowledge that our decision to take specific actions, including limiting access to, suspending, or deactivating your Account, may be based on confidential criteria essential for our risk management and security protocols. You agree that SOC Prime is under no obligation to disclose the details of its risk management and security procedures to you. If you are a Paid User, you will be entitled to refund of fees prorated to the unused Subscription term.

Termination for Breach. SOC Prime may terminate your Subscription prior to its expiration if you breach and fail to cure said breach within 30 days after receipt of written notice thereof.

User’s Termination for Convenience. You may terminate your Account or cancel the Subscription by emailing support@socprime.com or by withdrawing your consent for processing your personal data via your Account.

Upon any termination, you must cease any further use of the Services.

Intellectual Property

SOC Prime and its respective owners are the sole owners of all intellectual property rights pertaining to the Service, Content, and all Site materials (documents, videos, screenshots, etc.) including but not limited to copyright, trademark, and patent rights and all rights not expressly granted herein are reserved. “SOC Prime” is a registered trademark of SOC Prime, Inc. All other trademarks, service marks, and trade names mentioned in these Terms or elsewhere on the Site are the property of their respective owners. You are not authorized to use SOC Prime trademarks, logos in any advertising, publicity, or any other commercial manner without our prior written consent.

Claims of copyright infringement

SOC Prime respects the intellectual property rights of others and asks that the people who use the Site do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send SOC Prime a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send SOC Prime a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See DMCA Designated Agent Directory for details. Notices and counter-notices should be sent to:
Copyright Agent
SOC Prime, Inc.
399 Boylston Street, 6th Floor
Boston, MA 02116
Email: dmca@socprime.com

Choice of law

These Terms and all matters relating to your access or use of the Service, including all disputes, claims, or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Terms shall be governed by and construed under the laws of the State of Delaware, without regard to the principles thereof relating to conflicts of laws. Any action which is based, directly or indirectly, arising out of these Terms shall be brought only in the courts of the State of Delaware.

Dispute Resolution

Should any dispute arise with regard to these Terms, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms.

Limited Warranties and Disclaimers

SOC PRIME PROVIDES THE SERVICE USING A COMMERCIALLY REASONABLE LEVEL OF CARE AND WE PROMISE TO DO OUR BEST TO MAKE SURE YOU ENJOY THE SERVICE. CERTAIN MODULES OF SOC PRIME PLATFORM MAY HAVE ACCESS TO SYSTEMS OF YOUR ORGANIZATION (E.G. SIEM), INCLUDING MANAGING, ADDING, AND REMOVING CONTENT THEREFROM. YOU ARE UPLOADING AND DEPLOYING THE CONTENT TO YOUR SYSTEMS AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT.

TO THE MAXIMUM EXTENT POSSIBLE UNDER THE APPLICABLE LAW, SOC PRIME SHALL HAVE NO LIABILITY FOR ANY FAILURES, DISRUPTIONS, DAMAGES, LOSS OF DATA RELATED TO YOUR USE OF THE SERVICE AND/OR THE CONTENT FROM SOC PRIME PLATFORM IN YOUR AND/OR ANY THIRD PARTY SIEM, EDR, NSM, NTA, NTDR, OR SIMILAR SYSTEMS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND/OR THE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

SOC PRIME MAKES NO WARRANTY THAT (I) THE SERVICE AND/OR CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) ANY USER ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Limitation of Liability

To the extent not prohibited by law, in no event shall SOC Prime or its affiliates, suppliers, or resellers be liable for personal injury or any special, incidental, indirect, exemplary, punitive or consequential damages whatsoever, including, without limitation, damages for loss of profits, revenues, loss of opportunity or anticipated savings, business interruption, loss of data, computer failure arising out of or related to the use of or inability to use the Service, or the provision of or failure to provide technical or another support service, whether arising in tort (including negligence), contract, or any other legal theory, even if SOC Prime, its affiliates, suppliers, or resellers have been advised of the possibility of such damages. In any case, SOC Prime's, its affiliates', suppliers', and resellers' maximum cumulative liability and your exclusive remedy for any claims arising out of or related to these Terms shall not exceed the lesser of either US$ 5,000 or total of fees paid by you for the 1 month of Service immediately preceding the event giving rise to the claim.

Indemnity

Unless otherwise provided in a written agreement between you and SOC Prime, you agree, to the extent permitted under applicable law, to indemnify, defend, or at our option, settle, and hold SOC Prime and its Affiliates, harmless from any assertion, claim or proceeding, damages, losses and expenses of any kind arising out or related to: (1) your breach of any of these Terms, including compliance with the Export Control and Sanctions Laws; (2) any Content you post or otherwise contribute to SOC Prime Platform; (3) any activity in which you engage on or through the Service; and (4) your violation of any law or the rights of a third party.

Force Majeure

SOC Prime shall be exempted from liability for failure to comply with its obligations under these Terms, where such failure is caused by the occurrence of an act of God, or other circumstances beyond the reasonable control of the affected Party, including, without limitation, natural disasters, civil commotion, war (declared and undeclared), revolution, strikes, work stoppages, accidents, acts of terrorism, nuclear or natural catastrophes, embargo, or in case User or User`s company are subject to any U.S. sanctions (the “Sanction”) administered by OFAC or subject to any equivalent sanctions administered or enforced by the United Nations Security Council or other relevant sanctions authority (hereinafter referred to as “Force Majeure”).

Occurrence of a Force Majeure event shall extend the due terms of SOC Prime's obligations under these Terms for the period of duration of the Force Majeure plus an additional period required to eliminate its consequences. If any Force Majeure event occurs, SOC Prime shall not be responsible for any indemnity for the fees paid by the User and only agrees to extend the period of use of the Service for 30 days.

No agency

No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between you and SOC Prime is intended or created by these Terms.

No third party beneficiaries

The provisions of these Terms are for the sole benefit of the parties and their successors and permitted assignments, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights).

Waiver and Severability

Failure by either party to exercise any of its rights under, or to enforce any provision of these Terms will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms will remain in full force and effect.

Export Control and Sanctions Laws

You shall comply with all applicable federal, state, local and foreign laws, rules, and regulations while using the Service and the Content. You are solely responsible for ensuring your use of the Service is compliant with all laws, rules, and regulations applicable to you, and the right to access the Service is revoked where the use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.

The Service is subject to U.S. export control laws and regulations and may be subject to foreign export or import laws or regulations. You are now and will remain in the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any SOC Prime Service, or technology, or disclose any Content to any person contrary to such laws or regulations.

You acknowledge that the Service, or a portion thereof, may be subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your end users may not access, use, export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) you and your end users (a) are not entities of, or registered/located within, a country or territory that is subject to Export Control and Sanctions Laws or other significant trade restrictions (including without limitation Russia, the Crimea, Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria) and that you and your end users will not access or use the Services, or export, re-export, divert, or transfer the Service, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists.

You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

Entire agreement

These Terms, inclusive of the incorporated webpages, any terms that are incorporated in these Terms by reference, Order, as applicable, and all other documents executed by the parties, constitute the entire agreement between the parties concerning its subject matter and supersede all contemporaneous or prior representations, discussions, proposals, and agreements, in any format, relating to its subject matter. If you have executed a separate agreement with SOC Prime to this transaction, that separate agreement will take precedence as to these Terms. You represent that you accepted these Terms without reliance on any oral or written representations made by SOC Prime that are not contained in these Terms.

Modification

SOC Prime reserves the right to change, modify, add or remove portions of these Terms, our Privacy Policy, or any terms they incorporate by reference in its sole discretion and at any time. Such modifications shall take effect and be binding on Users on the date set forth on the first page of these Terms. We will take reasonable steps to notify you of any changes or modifications (usually via email identified in your User Data), but it is your responsibility to check these Terms periodically for changes. Notwithstanding anything to the contrary, your continued use of the Service after the effective date of any modified Terms will be deemed your conclusive acceptance of all such changed or modified terms and conditions. If you have any questions regarding the update, reach out to our Support Team at support@socprime.com

Report abuse

If you feel SOC Prime needs to know that something goes wrong or someone violates these Terms, please report to abuse@socprime.com

Marketing notifications

As part of the registration process, you are also given the opportunity to receive relevant information about the Service, including information about other products and services that may be of interest to you. In this case, SOC Prime may contact you at the email address provided during registration. You can opt-in to receive marketing communications by selecting the Notification Interval in your personal account or withdraw your consent at any time by selecting the Unsubscribe option there. Withdrawing consent will not affect our ability to contact you regarding non-marketing support for the Service.

Feedback and Information

SOC Prime welcomes and encourages you to provide suggestions, comments, or other feedback about the Site, Service, Content (e.g., regarding their utility, feasibility), and your experience with the Service, as well as any bug fixes, features, functionality, or enhancements you would like to see in future versions, as well SOC Prime may collect certain metrics about your use of the Service (collectively "Feedback"). You acknowledge and agree that all Feedback provided or collected during your use of the Service, Site, or otherwise will be given entirely voluntarily and be non-confidential for SOC Prime, you represent and warrant that you will not provide any Feedback that you know or have reason to believe might infringe any third party intellectual property rights or misappropriate any third party confidential information or trade secrets. You grant to SOC Prime a non-exclusive, transferable, royalty-free right and license to use the Feedback and SOC Prime shall be free to use such Feedback on an unrestricted basis.

We reserve the right to edit, move or delete comments that fall, at our discretion, within the following categories: offensive or inappropriate language, failure to respect fellow commenters, links returning errors, irrelevant links, invalid email addresses, or comments not contributing to the conversation.