THESE HACKTHEBOX SAAS TERMS OF SERVICE (THE “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN HACKTHEBOX AND CUSTOMER. EACH A "PARTY" AND TOGETHER THE "PARTIES". HACKTHEBOX AND CUSTOMER AGREE THAT THE FOLLOWING TERMS AND CONDITIONS WILL GOVERNS CUSTOMER’S ACCESS, AND USE OF HACKTHEBOX’S SERVICES.
PRIOR TO ACCESSING AND USING THE SERVICES UNDER THIS AGREEMENT, CUSTOMER WILL BE PROMPTED TO SIGNIFY ITS ACCEPTANCE OF THESE TERMS OF SERVICE BY SELECTING OR CLICKING "ACCEPT". BY ACCEPTING, CUSTOMER: ACKNOWLEDGES THAT HAS READ, UNDERSTOOD AND AGREES TO BE LEGALLY BOUND BY THESE TERMS AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, REPRESENTS THAT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER” SHALL REFER TO SUCH ENTITY.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ALONG WITH ANY SCHEDULES OR REFERENCED DOCUMENTS OR ADDITIONAL TERMS ATTACHED HERETO, REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES WITH RESPECT TO CUSTOMER’S USE OF THE SERVICES AND TO THE EXTENT THAT THESE TERMS ARE IN CONFLICT WITH THE TERMS OF ANY OTHER AGREEMENT BETWEEN CUSTOMER AND HACKTHEBOX, THESE TERMS WILL TAKE PRECEDENCE AND SUPERSEDE THE TERMS OF SUCH OTHER AGREEMENT WITH RESPECT TO USE OF THE SERVICES.
USE OF THE SERVICE
- Access and Use. Subject to payment of all applicable Fees, set forth in the applicable Service Order Form and the terms and conditions of this Agreement, HackTheBox hereby grants Customer, a limited, during the Subscription Term,non-exclusive, non-transferable and revocable right to access and use (and permit Authorized Users to access and use) the Services and any provided Documentation solely for Customer’s and its Affiliates’ internal purposes in accordance with the Documentation and subject to the use limitations indicated in the applicable Service Order.
- Acceptable Use. Customer agrees to use the Services strictly in accordance with the Acceptable Use Policy located at hackthebox.com/legal/aup which is incorporated herein by reference and made a part of this Agreement. Customer agrees that it will immediately notify HTB and take all necessary actions at its disposal to prevent activities in breach of the Acceptable Use Policy from continuing or happening again once it becomes aware of the activities.
- Login Access to the Services. Each Authorized User must create a user-account in order to access and use the Services. User-account may be accessed solely by Customer\s and its Affiliates’ Authorized Users. Customer will ensure that the Authorized Users keep the account login details secure at all times and comply with the terms of this Agreement; and will be fully responsible for any breach of this Agreement by an Authorized User.
- Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Services. Customer shall notify HackTheBox immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use reasonable efforts to stop such breach.
- Right to Suspend Services. HackTheBox may temporarily suspend Customer’s or Authorized Users’ access to any portion of the Services if HackTheBox reasonably believes in good faith that: (A) there is a threat or attack on the Services or other event that imminently threatens the security, integrity, or availability of the Services, and HackTheBox temporarily suspends the same or substantially similar access to its other substantially similarly situated customers; or (B) Customer’s or Authorized Users’ use of the Services in violation of this Agreement that materially disrupts or imminently threatens the security, integrity, or availability of the Services; or (C) Customer or Authorized Users is using the Services in violation of applicable laws ((A) through (C) collectively, “Service Suspensions”); in each case provided that such suspension shall apply to the specific Authorized User only and not affect other Authorized Users’ use of the Services. HackTheBox shall provide prior written notice of any Service Suspension to Customer, and, in the event of a Service Suspension pursuant to (B) or (C), shall work with Customer to cure the violation. Any Service Suspension shall be as limited in scope and duration as possible, and HackTheBox shall provide updates regarding resumption of Services following any Service Suspension. Customer shall not be entitled to service credits under the Service Levels for any Service Suspension. HackTheBox will promptly reinstate Customer’s access and use once the issue has been resolved.
- HackTheBox reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case HackTheBox will promptly inform Customer in writing of such refusal or cancellation.
- Support and Availability. HackTheBox shall provide service levels and support to Customer according to Appendix A
PAYMENTS, INVOICING AND TAXES
- Payment Terms. Customer shall pay all invoices, within thirty (30) days of the date of an invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith). Payment will be sent to the address specified by HackTheBox. from Customer’s receipt of an invoice from Hackthebox. All sums payable under this Agreement are due from Customer and must be invoiced to Customer. All amounts due under this Agreement will be in GBP, unless the parties agree otherwise.
- Invoices. Hackthebox shall invoice Customer on a timely basis all fees arising out or in connection with this Agreement. Invoices will be addressed to the invoicing department of the Customer entity in this Agreement. Hackthebox shall submit invoice for services by e-mail in a .pdf format to email provided by Customer.
- Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of at 2% per annum above the base rate of the Bank of England.
- Without prejudice to Customer’s rights set out elsewhere in this Agreement, all Services fees are non-refundable and payable in advance. HackTheBox may invoice for purchases of Services upon access is given.
- Taxes. Customer shall pay sales, use, value added, goods and services, and all other similar taxes imposed by any federal, state, or local governmental entity for items and/or services provided under this Agreement, excluding taxes based solely on HackTheBox’s income or property. Customer shall pay such tax(es) in addition to the sums due under this Agreement provided that HackTheBox itemizes them on a proper VAT, GST or other invoice. Any taxes paid on behalf of Customer by HackTheBox shall be identified on the applicable invoice. If Customer is required to withhold or deduct any taxes from any payment, Customer shall not be required to “gross up” the amount of such payment and shall pay the total amount reflected on the invoice less the applicable withholding taxes. The Parties shall cooperate in good faith to minimize taxes to the extent legally permissible. Each Party shall provide and make available to the other Party any resale certificates, treaty certification and other exemption information reasonably requested by the other Party. Notwithstanding the foregoing, provided Customer furnishes HackTheBox with a copy of a resale exemption certificate, no sales taxes will be billed to Customer.
- Indirect Orders. If Customer places an Indirect Order, then HackTheBox grants the rights described in this Agreement in consideration for and subject to: (a) Customer’s agreement to comply with the pricing and payment terms of the Indirect Order, to be separately agreed between Customer and the applicable Reseller; and (b) Customer’s agreement to comply with its obligations set forth in this Agreement (including the restrictions on use of the Services). Notwithstanding the foregoing, the final sales price or rate shall be freely and independently determined between the applicable Reseller and Customer. For the avoidance of doubt, in the case of such an Indirect Order, any indication in this Agreement of an agreement between Customer and HackTheBox for the price payable by Customer for such Indirect Order shall be null and void and not form a binding part of this Agreement and the provisions of this Agreement related to payment terms, pricing and/or order procedures shall not apply.
- Refunds. Due to their nature, payments are generally non-refundable and any refunds or credits given will be at the sole discretion of the Hackthebox. If HackTheBox chooses to issue a refund for any reason, HackTheBox is only obligated to refund in the original currency of payment. Paid accounts which are terminated due to a violation of this Agreement will incur the loss of all payments and credits and are not eligible for refund.
RIGHTS IN INTELLECTUAL PROPERTY
- IP Rights. Customer expressly acknowledges that, except for the limited right, to access and use the Services, granted under this Agreement, HackTheBox owns all worldwide rights, title and interest in and to the Services and all improvements thereto including all worldwide Intellectual Property Rights therein, and in and to any user manuals, handbooks, installation guides, training materials, and any other documentation relating to the Services that may be provided from time to time by HackTheBox (collectively, the “Documentation”). Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices and labels appearing on the Services as delivered or made available to Customer. Customer agrees that only HackTheBox shall have the right to maintain, enhance or otherwise modify the Services.
- Customer Data. Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant HackTheBox any rights in Customer Data beyond those expressly provided herein. Customer grants HackTheBox and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data solely for the purpose of providing the Services.
- Usage Data. HackTheBox shall be permitted to collect and use the Usage Data for its reasonable business purposes and for Customer’s benefit. In the event HackTheBox wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and/or presented in the aggregate so that it will not identify Customer or its Authorized Users. The foregoing shall not limit in any way HackTheBox’s confidentiality obligations pursuant to section 4 below.
- Feedback. If Customer provides HackTheBox with reports of defects in the Services or proposes or suggests any changes modifications or ideas (collectively “Feedback”), such Feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon HackTheBox pursuant to this Agreement and may be implemented by HackTheBox in its sole discretion. Customer acknowledges that any HackTheBox Services or materials incorporating any such Suggestions shall be the sole and exclusive property of HackTheBox. In any case Customer grants HackTheBox a worldwide, irrevocable, transferable, perpetual, royalty-free right and license to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into HackTheBox’s software Services and/or services, without any obligation to Customer.
- In connection with this Agreement, the parties may exchange sensitive and Confidential Information. Each party will not use the other party’s Confidential Information and will not disclose such Confidential Information to any third party outside the scope of this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors or to such of its employees, officers, partners or agents as have a reasonable need to know such Confidential Information. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
- The receiving Party hereby acknowledges that: (i) its rights to the Confidential Information to be provided by the disclosing Party pursuant to the terms of this Agreement shall be limited to use in relation to the performance of the Agreement, and (ii) the disclosing Party may demand the return of the Confidential Information at any time upon giving written notice to the receiving Party. The receiving Party undertakes to notify the disclosing Party promptly of any unauthorized use, copying or disclosure of any of the Confidential Information of which the receiving Party becomes aware, and to provide all reasonable assistance to the disclosing Party to terminate such unauthorized acts. Nothing in this Section shall prevent a Party from immediately seeking an injunction in cases where the Party will suffer irreparable harm without entry thereof.
DATA PRIVACY AND INFORMATION SECURITY
- Personal Data Processing. Customer and HackTheBox agree that the Data Processing Agreement that can be found at hackthebox.com/legal/dpa will apply.
- Security of Data. Parties shall exercise reasonable care in safeguarding confidential and personal data according to the principles of Confidentiality, Integrity and Availability (CIA) as described at www.hackthebox.com/legal/datasecuritymeasures. Parties have or shall adopt and maintain data security policies and procedures that contain organizational and technical measures appropriate to the complexity, nature, and scope of its activities, to protect Personal and Confidential Data against unauthorized access, processing, disclosure, destruction, damage, or loss.
- Each Party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) it has obtained all necessary approvals, consents, and authorizations to enter into this Agreement and to perform and carry out its obligations under this Agreement; (iii) the person executing this Agreement on the Party’s behalf has express authority to do so and to bind the Party; (iv)the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate any applicable laws and (vi) this Agreement is a valid and binding obligation of the Party.
- HackTheBox warrants that, under normal authorized use, the Service shall substantially perform in conformance with generally accepted industry standards. As the Customer\s sole and exclusive remedy and the Company\s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts to repair the Services in accordance with the SLA.
- During the applicable Subscription Term, HackTheBox warrants to Customer that it has the right to grant the rights and licenses contemplated by this Agreement. This warranty does not apply to use of the Service in combination with hardware or software not provided by HackTheBox.
- Infringement Indemnity. HackTheBox shall defend and indemnify Customer against all third-party claims, suits and proceedings resulting from the alleged violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s authorized use of the Services in accordance with this Agreement and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees).
- If the Services becomes, or HackTheBox reasonably determines that the Services is likely to become, subject to a claim of infringement for which HackTheBox must indemnify Customer as described above, HackTheBox may at its option and expense: (a) procure for Customer the right to continue to access and use the Services, (b) replace or modify the Services so that it becomes non-infringing without causing a material adverse effect on the functionality provided by the infringing Services, or (c) if neither of the foregoing (a) and (b) options are available in a timely manner on commercially reasonable terms, terminate the affected Service Order or Service and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected Service. This section states the sole liability of HackTheBox and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.
- Customer Indemnity. Customer will defend, indemnify and hold harmless HackTheBox its affiliates and officers, directors, employees and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from Customer’s or it’s Affiliates (a) unauthorized or illegal use of the Service; (b) noncompliance with or breach of this Agreement; (c) use of third-party products, or (d) the unauthorized use of the Service by any other person using Customer’s credentials.
- Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.
- Exclusions. The above HackTheBox obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the Services not in accordance with any documentation and this Agreement; (b) Customer’s use of the Services in violation of applicable laws; (c) any modification, alteration or conversion of the Services not created or approved in writing by HackTheBox; (d) any combination or use of the Services with any computer, hardware, software, data or service not required by any documentation; (e) HackTheBox’s compliance with specifications, requirements or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.
DISCLAIMERS; LIMITATION OF LIABILITY
- TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. HACKTHEBOX DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION OR USE WILL BE UNINTERRUPTED OR ERROR FREE. HACKTHEBOX DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INTERFERENCE, OR FITNESS FOR A PARTICULAR PURPOSE.
- TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN; EITHER PARTY\S WILLFUL MISCONDUCT OR FRAUD NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR LOSS OF USE, DATA, BUSINESS.
- TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN; A PARTY’S WILLFUL MISCONDUCT, FRAUD OR VIOLATION OF LAW, AND/OR DAMAGES RESULTING FROM CUSTOMER\S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY\S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE ACCESS AND USE RIGHT BY CUSTOMER PURSUANT TO SECTION 1); EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO HACKTHEBOX IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO HACKTHEBOX UNDER THIS AGREEMENT.
- YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
TERM AND TERMINATION
- Term. This Agreement will be effective upon signature by both Parties and shall remain in force during the applicable Subscription Term of the Services unless or until terminated by either Party pursuant to this section.
- Termination. During the term either Party may terminate this Agreement for cause: (a) upon thirty (30) days written notice to the other Party of a breach of this agreement if such breach remains uncured at the expiration of such period or immediately if such breach is uncured; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, HackTheBox shall refund Customer any prepaid fees covering the remainder of the Term. (b) Upon any termination for cause by HackTheBox, Customer shall pay any unpaid fees covering the remainder of the term.
- HackTheBox will have the option, but not the obligation, to terminate this agreement or suspend performance of the services if Customer fails to pay any amounts due under this Agreement and within ten (10) days of a previous written notice.
- Upon termination of this Agreement, (a) Customer will have no further right to access or use the Services and shall not use the Services and (b) each Party shall within thirty (30) days after written request return or destroy any Confidential Information of the other Party within its possession or control. Customer acknowledges that it is responsible for exporting any Customer Data to which Customer desires continued access after termination/expiration, and HackTheBox shall have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data after the termination of the Services.
- The following provisions will survive termination or expiration of this Agreement: (a) Any obligation of Customer to pay fees; (b) the terms of Indemnification, Limitation of Liability, IP-Rights, Effect of Termination, Survival, Confidentiality, Data Protection Obligations, Dispute Resolution, Service restrictions and Additional Terms and (c) any other terms to the extent stated, or necessarily implied by their nature, to survive termination or expiration of this Agreement and any Service Order. In addition, all outstanding fees and other charges under the Agreement or Service Order (as applicable) will become immediately due and payable and shall remain in full force and effect until they are satisfied in full.
RESPONSIBLE BUSINESS CONDUCT
- Compliance with Laws. Each party represents and warrants that it is aware of, understands, has complied with, and will comply with, all laws and regulations applicable in the performance of this Agreement.
- Human rights. Parties support the principles set out in the Universal Declaration of Human Rights and are committed to ensuring that all employees are treated with dignity and respect and are not subjected to demeaning conditions.
- Harassment. Parties commit to foster a culture and a workplace environment free from intimidation, threats, hostility, violence, harassment, threats of harassment, or retaliation for reporting harassment or disruptions to work performance.
- Labor. Parties commit not to use forced or involuntary labor nor demand work/service from an individual under threat or coercion. Parties shall not exploit child labor and shall not employ any workers under the age of 15 or the minimum legal working age, whichever is greater. Employment of workers under the age of 18 should not interfere with their compulsory education and should not, by the nature of the work or the circumstances in which it is carried out, be likely to harm their health, safety, or morals.
- Equal opportunity. Parties commits to foster a culture which seeks to promote equal opportunity for all and not tolerate unlawful discrimination.
- Decent work conditions. Parties shall comply with all applicable laws and regulations regarding working conditions such as the minimum legal wage; the payment of overtime; the observation of legally mandated break and rest periods; and the health and safety of the workers in the workplace.
- Environment. Parties commit to seeking to improve energy efficiency and reduce consumption of natural resources including energy (electricity and heating), water, and fuel, as well as to using environmentally friendly innovations and practices that reduce negative environmental impacts; to taking reasonable steps to minimize emissions of greenhouse gases and hazardous pollutants; to making efforts to eliminate or reduce levels of waste generated and increase landfill diversion, reuse, and recycling.
- Integrity and ethics. Parties are committed to conducting business with integrity, according to the best ethical practices and principles and to supporting efforts to eradicate corruption and financial crime.
- Corruption / bribery. Parties shall comply with laws, regulations and standards relating to prevention of bribery, money laundering, terrorist financing or other financial crimes.
- Competition and antitrust. Parties shall conduct business in compliance with all applicable competition/antitrust laws and regulations.
- Each Party warrants and undertakes that, in connection with this Agreement and the performance thereof, it will comply with all applicable laws, regulations, rules and requirements relating to trade sanctions, foreign trade controls, export and re-export controls, non-proliferation, anti-terrorism and similar laws, including the ones of the U.N., E.U., U.S. UK (“Export Laws”).
- Customer warrants that: (a) is not, nor is owned or controlled by a person or entity that is prohibited under Export Laws (“Prohibited Party”) and undertakes to immediately inform HackTheBox if this changes and (b) the Services provided by HackTheBox will not be accessed or used by a Prohibited Party or used directly or indirectly for any purpose or in any way which contravenes Export Laws.
- Dispute Resolution Procedure. The Parties shall use the following procedure to address any dispute relating to this Agreement (a “Dispute”).
- Negotiation. Either Party may initiate the Dispute resolution procedures by sending notice of Dispute (“Notice of Dispute”) to the other Party. The Parties shall attempt to resolve the Dispute promptly through good faith negotiations including (i) timely escalation of the Dispute to executives who have authority to settle the Dispute and show they are at a higher level of management than the persons with direct responsibility for the matter, and (ii) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties shall proceed to comply with the provisions of the following subsection and submit Dispute to a court of competent jurisdiction.
- Litigation, Venue and Jurisdiction. If a Dispute remains unresolved after compliance with the previous subsection either Party may then submit the Dispute to a court of competent jurisdiction as set forth in Section 13.13.
- Confidentiality. All communications made during negotiation under this Section shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law.
- Injunctive Relief. Nothing in this Section shall prevent a Party from immediately seeking an injunction in cases where the Party will suffer irreparable harm without entry thereof.
- Amendment. HackTheBox may modify any part or all of the Agreement by posting a revised version at hackthebox.com/legal/customertos. The revised version will become effective and binding the next business day after it is posted. HackTheBox will provide Customer notice of this revision by email. If Customer does not agree with a modification to the Agreement, Customer must notify HackTheBox in writing within thirty (30) days after such revision notice. If Customer gives HackTheBox this notice, then Customer’s subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until the next renewal date, after which the amended terms will apply. However, if HackTheBox can no longer reasonably provide the subscription to Customer under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon prior notice to Customer and HackTheBox will promptly refund any prepaid but unused fees covering use of the Service after termination.
- Insurance. Parties shall have in force and maintain at its own cost all applicable and appropriate insurance coverage in an amount sufficient to cover Party’s obligations in this Agreement with a reputable insurer authorized to act as such by the competent Authority.
- Independent Contractors. Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between HackTheBox and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.
- Notices. Unless another email address is specified in writing by the parties, all notices, demands, or consents required or permitted under this Agreement shall be in writing and delivered at the following email addresses:
- For HackTheBox: [email protected]
- For Customer: The email provided to HackTheBox.
- Assignment. Neither Party may assign this Agreement or any Service Order, or sublicense, assign or delegate any of its rights or obligations, in whole or in part, under this Agreement or any Service Order without the prior written consent of the other Party, and any attempted or purported assignment thereof without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement and all Service Orders without such prior written consent in the context of a merger, acquisition, or sale of all or substantially all its assets. This Agreement shall inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective permitted successors and assigns.
- Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective. The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter shall not apply to this Agreement.
- Publicity. Neither party will make or issue any formal or informal announcement or statement to the press or any third party in connection with this Agreement without the prior written consent of the other Party. Hackthebox may include the Customer’s trademark in the Hackthebox website. Customer may contact HackTheBox to remove the trademark at any time.
- Force Majeure. Except for each party’s payments obligations, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials or governmental action.
- No Third Party Beneficiaries. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The parties agree that the Sale of Goods Act 1979, or any substantially similar legislation as may be enacted, and the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of England and Wales, without regard to any statutory or common-law provision pertaining to conflicts of laws. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement (including non-contractual disputes or claims).
- Definitions. Terms used in this Agreement shall have the respective meaning set forth in this Section 1 or in context elsewhere in this Agreement.
- “Customer” means the customer that has signified its acceptance of the terms and conditions of this Agreement. If the individual is accepting on behalf of a legal entity, the term shall refer to such legal entity and its Affiliates.
- “HackTheBox” means Hack The Box Ltd., a company incorporated in England and Wales with registered number 10826193 whose registered office address is 38 Walton road, Folkestone, Kent CT18 5QS
- “Affiliate” means any entity that controls, is controlled by, or is under common control with a party to this Agreement; in this context, “control” means ownership, directly or indirectly, of a majority of the outstanding equity of an entity.
- “Customer Data” means all data uploaded to the Services by Customer (including where applicable Authorized Users), and in all data derived from it, including personal data. For the avoidance of doubt, Customer Data does not include Usage Data.
- “Service Order Form” means HackTheBox’s Quote accepted by Customer via Customer’s purchase order or other ordering document submitted to HackTheBox (directly or indirectly through a Reseller) to order HackTheBox’s SaaS Services, which references the Services, the Fees, the quantities (Number of Users / Virtual Machines), the Subscription Term, and other applicable terms set forth in an applicable ordering document, or any other document(s) by which Customer orders the Services pursuant to this Agreement
- “Authorized Users” means Customer’s and its Affiliates employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, (ii) for whom access to the Services has been purchased hereunder, and (iii) with respect to consultants, contractors and non-employee agents of Customer, who have entered into a written agreement with Customer obligating such consultant, contractor and non-employee agent to protect the confidentiality of the Services and Provider’s Confidential Information to at least the same extent as protected by this Agreement.
- “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how)and all other intellectual property rights, in each case whether registered or unregistered and whether registrable or not, and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- “Usage Data” means data generated in connection with Customer’s access, use and configuration of the Services and data derived from it (e.g., interacting with the Services).
- “Service” means the specific HackTheBox internet-accessible software-as-a-service(s) offering(s) identified in an Service Order Form and hosted by HackTheBox, its affiliates or service providers and made available to Customer over a network on a subscription basis at the websites www.hackthebox.eu or www.hackthebox.com and all subdomains and/or other web pages designated by HackTheBox, including associated components.
- “Subscription Term” means the period of time during which Customer is subscribed to the Services, and is permitted to access and use the Service, as specified in a Service Order Form and which shall begin upon acquiring access to the Service.
- “Fees” means the amounts to be paid by Customer to HackTheBox for the Services and other activities described in the Service Order Form.
- “Confidential Information” refers to the following items one party to this Agreement (“Disclosing Party”) discloses to the other (“Receiving Party”): (a) any document Disclosing Party marks “Confidential”; (b) any information Disclosing Party orally designates as “Confidential” at the time of disclosure, provided Disclosing Party confirms such designation in writing within five (5) business days;(c) any of Disclosing Party proprietary information, technical data, trade secret, or know-how, including without limitation any research, product plan, patent, copyright, trade secret, and other proprietary information, techniques, processes, algorithms, software programs, hardware configuration information and software source documents and other technology, related to the current, future and proposed products and services, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, customer data, personal data, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary; and (d) any other non-public, sensitive information, which, with respect to each of the foregoing, as applicable, Recipient should reasonably consider a trade secret or otherwise confidential. Without limiting the above, Confidential Information includes (a) the Services and (b) the specific terms and pricing set forth in this Agreement or in any Service Order. Confidential Information does not include information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
SERVICE LEVELS AND SUPPORT
||< 120 Minutes / month
System Availability will be measured monthly using the following formula:
Total Minutes in the Month = Days in the month x 24 hours/day x 60 min/hour
Total Expected Availability in Minutes = Total Minutes in the month – Planned Down Time per month (in Minutes)
Total Minimum Available Minutes = Total Optimal Minutes x Expected System Availability (%)
Total amount of allowable Unplanned Down Time in Minutes per Month = Total Expected Availability in Minutes – Total Minimum Availability in Minutes
Any service downtime longer than 24 hours would be compensated as prolongation with equivalent time of service.
CUSTOMER SUPPORT & RESOLUTION
Hack The Box provides a dedicated customer support portal to its customers. Upon raising a ticket, the maximum time to respond between each new update on the ticket is 1 business day. Our support team works from 08.00-18.00 Mon-Fri GMT+3 (Bucharest, Athens). In the case of holidays, the support process might be slower.
||Time to First Response
||Time to Resolution
||1 business day
||1 business days
||3 business days
"Time to first response" window relates to the timeframe between when the ticket is created until it is taken and responded to by a CS Specialist.
"Time to resolution" window relates to effective worktime on the ticket. This is a counter from the opening of the ticket until the closure of it, disregarding off-work hours and weekends. It applies both to the time taken by the solution to be developed AND the time the customer takes to respond to further questions from the CS Specialist if the first customer answer wasn\t satisfactory or detailed enough.
Definition of Incident Levels:
||An incident or problem that has severe business impact to all Client users
||An incident or problem with workaround solution that has major business impact to the majority of Client users
||An incident or problem that has limited business impact to a group of Client users
Provider Support Services
|Contact Method (Phone, Chat, Email, Portal)
||Rank Recommended for quickest response
|Self-Service Help Center: help.hackthebox.eu
|Live chat Support: Green chat bubble placed on the bottom right of all the HackTheBox platforms. (Note: Please disable script or ad blockers in order to load the chat bubble.)
|Email: [email protected]
|Dedicated Account Manager