PRIVACY STATEMENT

This Data Privacy Statement explains how Spyderbat and the legal entities/subsidiaries of the AGT NETWORKS Group of Companies (hereinafter “Company”, “we”, “us” or “our”) processes personal data acting as the “data controller”, for the proper development of its social object and business purposes, AGT performs the activities of collection, exchange, updating, processing, reproduction, compilation, storage, use, systematization, and organization (hereinafter referred to as “processing”) of personal data. Because of the above, Spyderbat, as the data controller, has a Personal Data Protection Policy, which guides its actions regarding this information.

1. ABOUT THE PERSONAL DATA

For Spyderbat, “Personal Data” means all the information related to an identified or an identifiable natural person. The Data may be collected by different means, including:

  • CV, resume, labor or personal references.

  • Spyderbat Website Contact Form.

  • Public social media, databases of risk, judicial or security records legitimately constituted national or foreign nature.

  • Interview reports, tests and/or assessments.

  • Electronic devices such as surveillance cameras and biometric systems installed at the offices.

  • Third parties such as recruitment agencies, assessment partners, Suppliers, customers, our employees.

2. USE OF THE PERSONAL DATA

The processing of personal information is carried out for the following purposes:

2.1 CUSTOMERS

(i) To carry out all the activities and administrative procedures related to the services provided by Spyderbat; (ii) Carry out surveys and/or research studies to evaluate the process of attention and satisfaction of the service provided; (iii) Send information (e.g. to e-mails and contact numbers) of customers about the products, services, events and/or promotions of Spyderbat; (iv) Transfer and/or transmit corporate contact information to other entities of the Spyderbat group and to third parties for the purposes described above for the purposes described above; (v) Transfer the personal data of customers in the framework of the definition, structuring and execution of strategic transactions, such as the sale of assets or shares The Company or parts of its business are sold, merged or acquired by third parties; (vi) Control and prevention of fraud, bribery, corruption and Money Laundering / Financing of Terrorism or proliferation of mass destruction weapons. The possibility of reporting data on non-compliance with obligations, as well as unusual or suspicious operations, is included. As well as investigation, verification and validation of the information provided, with any information legitimately acquired by Spyderbat, and international lists on the commission of crimes and money laundering for the purpose of initiating, executing, developing and terminating the contractual relationship; (vii) Storing the information in databases, as well as the custody or maintenance of these by AGT NETWORKS or a third party; (viii) To stablish efficient communication in compliance with the provisions of the contractual obligations and for any matters concerning the administrative management of the relationship; (ix) following up on complaints, grievances and suggestions; (x) Communicating your personal data to judicial and/or administrative authorities and/or other control entities, when required.

2.2 CANDIDATES

(i) Request the supports and related information on the resume; (ii) Send and receive by email communications and requests related to the selection process; (iii) Verify and consult with third parties the information on the resume (authenticity of documents, work and academic certifications, safety studies, home visit). ; (iv) Record in the Sypderbat database the selection process in order to have support with internal and external authorities; (v) Communicate to the contact phones in order to schedule the interviews and tests required for Spyderbat workers or third parties to perform the validations of the information indicated in the resume and evaluations of all tests advanced in the process (vi) Retain for at leastten years the personal data for possible selection processes; (vii) Assess the suitability of the candidate, taking into account the characteristics of the vacancy that is required to hire; (vii) Carry out the necessary checks and consultations in different restrictive lists; (ix) Consult and access at any time the databases of risk, credit, financial, judicial or security records legitimately constituted, of a state or private, national or foreign nature; (x) Carry out the relevant steps for the development of the pre-contractual, contractual and post-contractual stage; (xi) Contact them in compliance with the provisions of the contract and for the administrative management thereof; (xii) To ensure security in the facilities where appropriate; (xiii) To be invited to training, instructions, reinforcement, or the development of institutional activities; (xiv) To conduct satisfaction surveys; (xv) To transfer the personal data of candidates in the framework of the definition, structuring and execution of strategic transactions, such as the sale of assets or shares in case The Company or parts of its business are sold, merged or acquired by third parties; (xv) Storing the information in databases, as well as the custody or maintenance of these by AGT NETWORKS or a third party.

2.3 CONTRIBUTORS

(i) Identify the staff as Spyderbat collaborators; (ii) Communicate to the staff and make their knowledge relevant information in accordance with the quality of Spyderbat collaborator; (iii) Verify the fulfillment of the employee’s employment and contractual obligations; (iv) Review the criminal, contractual and fiscal records of the holders before the relevant authorities; (v) Full identification of the holders, by archiving and handling their contact data, professional and academic information, among others; (vi) Conclude the contract of work, apprenticeship, service provision or any other that applies; (vii) Fulfill the obligations of Spyderbat membership, such as: affiliation to the social security system, payment of contributions, to the compensation fund, holidays, delivery of vouchers, payments to the tax authority, to issue certificates of income and withholding and employment certificates requested by the holders, and / or any national entity or authority that requires personal data, in accordance with current rules; (viii) To comply with any other benefit that derives from the contractual relationship between the collaborators and Spyderbat To provide instructions on the occasion of the contract with the collaborators, if applicable; (ix) To evaluate the performance of the collaborators; (x) To manage the payroll, the payment of financial support, among others, by the Company or a third party; to manage and make the necessary payments in the bank account indicated by the collaborators; (xi) To contract life insurance and medical expenses with Spyderbat or a third party; (xii) To notify the relatives of the collaborators in cases of emergency during working hours or during the development of the contract; (xiii) The communication, reproduction and publication of photographs of the collaborators by Spyderbat for marketing, advertising, internal Spyderbat or other purposes; (xiv) Maintain the safety and health of employees in the workplace directly by the Company or by a third party, in accordance with the rules applicable to the “Management of Safety and Health at Work System” and keep the documents as indicated in law; (xv) Collect information and evidence for the purpose of carrying out disciplinary proceedings, if applicable; (xvi) Store the personal data of employees in the internal physical and computer file of AGT NETWORKS, the other companies of the group and / or third parties in charge of storage; (xvii) Transfer and / or to other entities of the AGT NETWORKS Group, to public entities and to third parties for the purposes described above; (xviii) to transfer the personal data of the partners in the framework of the definition, structuring and execution of strategic transactions, such as the sale of assets or shares in case The Company or parts of its business are sold, merged or acquired by third parties; (xix) to carry out epidemiological surveillance activities framed in the Occupational Health program; (xx) Carry out the control of entry or exit records, as well as other events that may arise for security reasons in the physical and virtual facilities of Spyderbat; (xxi) As evidence in administrative procedures that Spyderbat carries out in compliance of the Labor agreements, the internal labor regulations, Code of Ethics, as well as other internal policies defined by the company. Likewise, it may be used in compliance of regulations on workplace harassment, disciplinary procedures or contract’s termination.

2.4 PROVIDERS

(i) To carry out the relevant steps for the development of the pre-contractual, contractual and post contractual phase with Spyderbat, regarding the commercial relationship with the supplier; (ii) Report to credit risk centers legally constituted in the respective countries, under the proper terms of law; (iii) Request information to suppliers and contractors for the purpose of concluding the applicable contract with Spyderbat; (iv) Compliance with Spyderbat obligations under the contractual relationship; (v) Investigation, verification and validation of information provided by suppliers and contractors, with any information from Spyderbat that legitimately has and lists; (vi) Management of information of suppliers and contractors for the authorization and sending of purchase orders and payment of invoices; (vii) Contact, meetings and visits with suppliers and contractors, their collaborators, shareholders and/or any person representing them in the framework of the contractual relationship; (viii) Communication, consolidation, organization, updating, control, accreditation, statistics, reporting, maintenance, interaction and management of the actions, information and activities in which suppliers and contractors are related or linked to Spyderbat; (ix) Other purposes necessary and provided in the environment of the contract; (x) Storing the information in databases, as well as the custody or maintenance of these by Spyderbat or a third party (xi)Transfer and/or transmit the personal information of suppliers to other entities of the AGT NETWORKS Group and to third parties for the purposes described above; (xi) Transfer the personal data of suppliers in the framework of the definition, structuring and execution of strategic transactions, such as the sale of assets or shares in case the Company or parts of its business are sold, merged or acquired by third parties.

3 PROCESSING OF SENSITIVE DATA

Spyderbat informs that it processes personal data of members of the family group of the human resource, including that of children and adolescents who integrate it, in order to grant the benefits offered by Spyderbat or for the registration of members of the family group in the events and welfare activities organized by Spyderbat. In the event of processing of personal data of children and/or adolescents, Spyderbat shall ensure that: (a) The processing responds to and respects the best interests of children and adolescents. (b) Treatment should ensure respect for the fundamental rights of children and adolescents. (c) Assess the child’s opinion when the child has the maturity, autonomy and ability to understand the matter.

In addition, the information processed may contain sensitive data, such as: the image, or any other physical trait that may be recorded in audio recordings, photographs and videos, the print and the signature. Similarly, health-related data may be required. In the processing of sensitive data, Spyderbat shall obtain the express consent of the data controller and inform the data controller that because sensitive data are not required to authorize their processing. Spyderbat will only collect information of a sensitive nature that is necessary and relevant to the fulfillment of the following purposes: (i) To verify whether the holders meet the physical requirements necessary to perform the position and/or obligations for which they are applying or were hired; (ii) To have the information necessary to attend any medical emergency that arises during the provision of services in the facilities of Spyderbat; (iii) To comply with occupational safety and health standards and implement the SG-SST, and any other program, system and/or plan that seeks to protect the health of the worker, holders and persons in the workplace; (iv) To carry out epidemiological surveillance activities within the framework of the Occupational Health program; (v) Compliance with the legal obligations arising from the employment and/or contractual relationship, such as, carrying out all the necessary formalities for the registration of beneficiaries with the Social Security System, or any other activity derived from the applicable legislation; (vi) Providing the respective security in the training and activities carried out by Spyderbat; (vii) Identifying the personnel who access the facilities of Spyderbat.

4 INTERNATIONAL TRANSFERS OF PERSONAL DATA

As AGT NETWORKS Group operates at a global level, we may need to transfer Personal Data to other AGT NETWORKS companies, their final clients or third-parties services providers located in countries other than the ones in which your Personal Data was originally collected.

Spyderbat will implement appropriate safeguards to ensure that an adequate level of protection for any Personal Data transferred. We will review that the party which will receive the Data is in a country or the Party adopts by its own an adequate level of protection for your personal information.

5 YOUR RIGHTS

In accordance with Law, the rights that you have as holder of the information are:

  • Know, update, and rectify your personal data

  • Revoke the authorization granted for the processing of your personal data.

  • Request the deletion of your personal data.

  • Request proof of the authorization granted.

  • Be informed of the use of your data.

  • File complaints with the competent data protection authority for violations of the provisions of the Law on Protection of Personal Data once you have exhausted the consultation or complaint procedure before AGT NETWORKS.

  • Access free of charge to your personal data that has been subject to Processing.

6 DATA CONTROLLER AND CONTACT DETAILS

Spyderbat is responsible for processing your personal information as described in this Privacy Notice, its subsidiaries could be also responsible if you share directly your data with its representatives.

If you have any questions about this Notice or if you would like to communicate with our specialized Team, please contact us at the following email address: info@spyderbat.com

Information we collect

We may collect a variety of information from or about you or your devices from various sources, as described below.

 

A. Information you provide to us

Registration. When you register for an account to use the Community Edition of our Services, we ask you for your Personal Information, which may include your name, email address, and password. If you register for an account to use the Professional or Enterprise Edition of our Services, we will ask you for additional Personal Information, including your phone number and business name.

Communications. If you contact us directly, we may receive additional Personal Information about you. For example, when you contact us for more information about Spyderbat, we will receive your name, email address, and any other information you choose to provide to us. If you subscribe to our newsletter, we will receive your email address.

Your use of our services. When you use our Services, we may collect Personal Information you provide or otherwise make available via our Services. For example, when you install an agent on your local machine, we will collect any Personal Information transmitted via the agent.

Careers. If you decide to apply for a job with us, you may submit your contact information and your resume online. We will collect the Personal Information you choose to provide us as part of your job application, such as your contact information, current employment information, and other information you choose to submit with your application and on your resume. If you apply for a job with us through a third-party platform (such as Glassdoor or LinkedIn), we will collect any information you make available to us through such third-party platforms.

 

B. Information we collect when you use our services

Location information. When you use our Services, we may infer your general location information. For example, your IP address may indicate your general geographic region.

Device information. We receive information about the device and software you use to access our Services, including internet protocol (IP) address, web browser type, operating system version, and device identifiers.

Usage information. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as date and time of visits, the pages viewed, links to/from any page, and time spent in a session.

Analytics partners. We use analytics services such as Google Analytics, Logrocket, and Amazon Web Services to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/and opt out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.

Cookies and similar technologies. We and our third-party partners may collect Personal Information using Cookies. Cookies are small files of letters and numbers that we store on your browser or the hard drive of your computer. They contain information that is transferred to your computer’s hard drive. We use cookies, beacons, invisible tags, and similar technologies (collectively “Cookies”) to collect information about your browsing activities and to distinguish you from other users of our Services. This aids your experience when you use our Services and also allows us to improve the functionality of our Services. Cookies can be used for performance management, collecting information on how our Services are being used for analytics purposes. They can also be used for functionality management, enabling us to make the User’s visit more efficient by, for example, remembering language preferences, passwords, and log-in details. We may also use pixel tags and web beacons on our Services. These are tiny graphic images placed on web pages or in our emails that allow us to determine whether you have performed a specific action. Below is an overview of the types of Cookies we and third parties may use to collect Personal Information.

  • Strictly necessary cookies. Some Cookies are strictly necessary to make our Services available to you. We cannot provide you with our Services without these Cookies.

  • Functional cookies. Functional Cookies are used to recognize you when you return to our Services. This enables us to adapt our content for you and remember your preferences. For example, we may use functional Cookies to remember your choice of language or region.

  • Analytical or performance cookies. We also use Cookies for website and app analytics purposes to operate, maintain and improve our Services. We may use our own analytics Cookies or use third-party analytics providers such as Google Analytics and Logrocket to collect and process certain analytics data on our behalf.

  • These providers may also collect information about your use of other websites, apps, and online resources. You can opt out of Google Analytics without affecting how you visit our Services by going to https://tools.google.com/dlpage/gaoptout.

Where required by applicable law, we will obtain your consent to use Cookies. You can find more information about your rights and choices, and how to block the use of certain Cookies in the section Your Rights and Choices below.

 

C. Information we receive from third parties

Partners. We may receive Personal Information about you from third parties such as data or marketing partners and combine it with other information we have about you.

 

How we use the information we collect

We use the personal information we collect:

  • To provide, maintain, debug, improve, and enhance our Services;

  • To understand and analyze how you use our Services, and develop new products, services, features, and functionalities;

  • To understand and analyze usage patterns;

  • To process your job application;

  • To contact prospective customers through social media and email;

  • To communicate with you, provide you with updates and other information relating to our Services, provide information that you request, respond to comments and questions, and otherwise provide customer support;

  • To find and prevent fraud, and respond to trust and safety issues that may arise;

  • For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency;

  • For other purposes for which we provide specific notice at the time the Personal Information is collected.

 

Legal bases for processing European information

We do not share or otherwise disclose the Personal Information we collect from you except as described below or otherwise disclosed to you at the time of the collection.

  • Consent. You have consented to the use of your Personal Information. For example, we may process your Personal Information to send you marketing communications or to use Cookies where you have consented to such use.

  • Contractual necessity. We need your Personal Information to provide you with our Services. For example, we may need to process your Personal Information to respond to your inquiries.

  • Compliance with a Legal Obligation. We have a legal obligation to use your Personal Information. For example, we may process your Personal Information to comply with tax and accounting obligations.

  • Legitimate Interests. We or a third party have a legitimate interest in using your Personal Information. Specifically, we have a legitimate interest in using your Personal Information for product development and internal analytics purposes, and otherwise to improve the safety, security, and performance of our Services. We only rely on our or a third party’s legitimate interests to process your Personal Information when these interests are not overridden by your rights and interests.

 

How we share the information we collect

We do not share or otherwise disclose the Personal Information we collect from you except as described below or otherwise disclosed to you at the time of the collection.

Vendors and service providers. We may share any information we receive with vendors and service providers retained in connection with the provision of our Services.

Marketing. We do not rent, sell, or share Personal Information about you with nonaffiliated companies for their direct marketing purposes unless we have your permission.

Advertising partners. We work with third-party advertising partners to show you ads that we think may interest you. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking, or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.

As required by law and similar disclosures. We may access, preserve, and disclose your Personal Information if we believe doing so is required or appropriate to: (i) comply with law enforcement requests and legal process, such as a court order or subpoena; (ii) respond to your requests; or (iii) protect your, our, or others’ rights, property, or safety.

Merger, sale, or other asset transfers. We may disclose and transfer your Personal Information to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company, or we sell, liquidate, or transfer all or a portion of our business or assets.

Consent. We may also disclose your Personal Information with your permission.

 

Your rights and choices

Marketing communications. You can unsubscribe from our promotional emails via the link provided in the emails. Even if you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.

Do not track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals. If you choose not to provide us with the Personal Information we collect, some features of our Services may not work as intended.

How to block cookies. You can block Cookies by setting your internet browser to block some or all the Cookies. However, if you use your browser settings to block all Cookies (including essential Cookies) you may not be able to access all or parts of our Services. By using our Services, you consent to our use of Cookies and our processing of Personal Information collected through such cookies, in accordance with this Privacy Policy. You can withdraw your consent at any time by deleting placed cookies and disabling Cookies in your browser, or as explained below. You can change your browser settings to block or notify you when you receive a Cookie, delete Cookies or browse our Services using your browser’s anonymous usage setting. Please refer to your browser instructions or help screen to learn more about how to adjust or modify your browser settings. If you do not agree to our use of Cookies or similar technologies which store information on your device, you should change your browser settings accordingly. You should understand that some features of our Services may not function properly if you do not accept Cookies or these technologies. Where required by applicable law, you will be asked to consent to certain Cookies and similar technologies before we use or install them on your computer or other device.

Your European privacy rights. If you are located in the EEA or the UK, you have the additional rights described below:

  • You may request access to the Personal Information we maintain about you, update and correct inaccuracies in your Personal Information, restrict or object to the processing of your Personal Information, have your Personal Information anonymized or deleted, as appropriate, or exercise your right to data portability to easily transfer your Personal Information to another company. In addition, you also have the right to lodge a complaint with a supervisory authority, including in your country of residence, place of work or where an incident took place.

  • You may withdraw any consent you previously provided to us regarding the processing of your Personal Information at any time and free of charge. We will apply your preferences going forward and this will not affect the lawfulness of the processing before you withdrew your consent.

You may exercise these rights by contacting us using the contact details at the end of this Privacy Policy. Before fulfilling your request, we may ask you to provide reasonable information to verify your identity. Please note that there are exceptions and limitations to each of these rights, and that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time, we may retain Personal Information for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate reason to do so.

 

Third parties

Our Services may contain links to other websites, products, or services that we do not own or operate (“Third-Party Services”). We are not responsible for the privacy practices of these Third-Party Services. Please be aware that this Privacy Policy does not apply to your activities on these Third-Party Services or any information you disclose to these Third-Party Services. We encourage you to read the privacy policies of these Third-Party Services before you provide them with your Personal Information.

 

Retention

We take measures to delete your Personal Information or keep it in a form that does not permit identifying you when your Personal Information is no longer necessary for the purposes for which we process it unless we are required by law to keep your Personal Information for a longer period. When determining the specific retention period, we consider various factors, such as the type of service provided to you, the nature and length of our relationship with you, and mandatory retention periods provided by law and the statute of limitations.

 

Security

We make reasonable efforts to protect your Personal Information by using physical and electronic safeguards designed to improve the security of the Personal Information we maintain. However, as no electronic transmission or storage of information can be entirely secure, we can make no guarantees as to the security or privacy of your Personal Information.

 

International visitors

Our Services are hosted in the United States and intended for visitors located within the United States. If you choose to use our Services from the EEA, the UK, or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your Personal Information outside of those regions to the United States for storage and processing. We may transfer Personal Information from the EEA or the UK to the United States as needed to perform our Services that you have requested from us, or with your consent. Also, we may transfer your Personal Information from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating our Services. By providing any information, including Personal Information, on or to our Services, you consent to such transfer, storage, and processing.

 

Children’s privacy

We do not knowingly collect, maintain, or use Personal Information from children under 13 years of age, and no parts of our Services are directed to children. If you learn that a child has provided us with Personal Information in violation of this Privacy Policy, please alert us at info@spyderbat.com.

 

Changes to this privacy policy

We will post any adjustments to the Privacy Policy on this page, and the revised version will be effective when it is posted. If we materially change the ways in which we use or share Personal Information previously collected from you through our Services, we will attempt to notify you through our Services, by email, or by other means.


Last Updated: Jan 3, 2025

info@spyderbat.com

Enterprise Terms

SPYDERBAT ENTERPRISE TERMS AND CONDITIONS

These Spyderbat Terms and Conditions (these “Terms”) are made and entered into as of the Effective Date between Spyderbat, Inc. (“Spyderbat”) and the customer identified on the Order Form (“Customer”) (each a “Party”, and together the “Parties”).

Please, read the following terms carefully

1. DEFINITIONS

1.1 “Agent” means Spyderbat’s local client agent for use with the Platform. An agent or “nano agent” (client software) is installed on compatible Linux based systems, to collect relevant data and forward it securely to the Platform.

1.2 “Agreement” means, collectively, the Order Form, these Terms, and any other exhibits or addenda attached to the Order Form.

1.3 “Customer Data” means all data, information, policies, or other content uploaded or provided by Customer to the Agent, Platform or Services. Customer Data does not include any component of the Agent, Platform or Services, or material provided by or on behalf of Spyderbat.

1.4 “Documentation” means any user manuals or other documentation provided or made available by Spyderbat to Customer under the Agreement.

1.5 “Effective Date” has the meaning given in the applicable Order Form.

1.6 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights (including rights in audiovisual works and moral rights), trademark rights, trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction

1.7 “Order Form” means the ordering document executed between Spyderbat and Customer through which these Terms are referenced.

1.8 “Platform” means Spyderbat’s proprietary cloud-based cyber-attack tracing and intercept solution, as further described in the Order Form, with a cloud-hosted backend that security analysts can interact with using a standard web browser.

1.9 “Spyderbat Technology” means, individually or together, the Agent, the Platform, the Documentation, and any other software, technology or data provided by Spyderbat to Customer, and includes any Updates to the foregoing.

1.10 “Services” has the meaning set forth in Section 3.1.

1.11 “Third Party Technology” means any software, code, algorithms, processes, methods, inventions, or other technology which is not owned by Spyderbat.

1.12 “Updates” means any update, upgrade, enhancement, new version, new feature or functionality, change, or other modification to the Agent, the Platform or any other Spyderbat Technology.

1.13 “Work Product” means any Intellectual Property Rights or technology developed by Spyderbat in connection with Spyderbat’s provision of the Services to Customer.

2. GRANTS AND RESTRICTIONS

2.1 Grant of Rights to Platform. Spyderbat hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in accordance with Section 13.5), royalty-free right to use and access the Platform during the Term and solely in accordance with the limitations in the Agreement. The Platform includes only those features and modules specified in the Order Form. From time-to-time during the Term, Spyderbat may provide Updates to the Platform, and those Updates will then be considered part of the “Platform” for purposes of the Agreement.

2.2 Grant of Rights to Agent. Spyderbat hereby grants Customer a non-exclusive, non-transferable (except in accordance with Section 13.5), royalty-free right and license to download, install and use the Agent during the Term and solely in accordance with the limitations in the Agreement. The Agent includes only those features and modules specified in the Order Form. Updates to the Agent may be provided by Spyderbat from time to time. Unless otherwise agreed in writing by the Parties, the Agent may only be installed on Customer systems.

2.3 License to Documentation. Subject to the terms and conditions of the Agreement, Spyderbat hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Term of the Agreement to use, copy, and reproduce Documentation as reasonably necessary to support Customer’s authorized use of the Platform and the Agent.

2.4 Restrictions. Other than as expressly authorized in the Agreement, the rights and licenses granted to Customer in this Section 2 do not include any right to, and Customer will not: (a) modify, translate, or create a derivative work of any portion of the Agent or the Platform or any other Spyderbat Technology; (b) sell, lease, loan, provide, distribute or otherwise transfer any portion of the Spyderbat Technology to any third party; (c) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of Spyderbat Technology; (d) display or disclose any portion of the Agent or the Platform to any person except to Customer’s employees and contractors (as authorized under Section 2.6) who are required to use the Agent or the Platform; (e) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Agent or the Platform; (f) attempt to subvert or defeat any security measure or technical safeguard on the Agent or the Platform; or (g) cause or permit any third party to do any of the foregoing.

2.5 Suspension or Termination of Services. Spyderbat may suspend, terminate, or otherwise deny Customer’s access to or use of all or any part of the Agent or the Platform, without incurring any resulting obligation or liability, if: (a) Spyderbat receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Spyderbat to do so; or (b) Spyderbat believes, in its good faith and reasonable discretion, that: (i) Customer has failed to comply with any material term of the Agreement, or accessed or used the Agent or the Platform beyond the scope of the rights granted or for a purpose not authorized under the Agreement; (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Agent or the Platform; or (iii) the Agreement expires or is terminated. This Section 2.5 does not limit any of Spyderbat's other rights or remedies, whether at law, in equity, or under the Agreement.

2.6 Contractors. Customer may allow third party contractors to access and use the Agent and the Platform, if: (a) that contractor’s use is solely on behalf of Customer; and (b) that contractor agrees to be bound by terms at least as restrictive as the Agreement. Customer is solely responsible for any act of a contractor that, if undertaken by Customer, would be a breach of the Agreement.

2.7 Feedback. If Customer provides any feedback to Spyderbat concerning the functionality and performance of any portion of Spyderbat Technology (including identifying potential errors and improvements), Customer hereby assigns to Spyderbat all right, title, and interest in and to the feedback, and Spyderbat is free to use the feedback without payment or restriction.

2.8 Reservation of Rights. All rights not expressly granted in the Agreement are reserved. No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel or otherwise.

3. SERVICES AND SUPPORT

3.1 Services. Subject to Customer’s compliance with the terms and conditions of the Agreement, Spyderbat will use its commercially reasonable efforts to provide Customer with the integration, training, and other professional services purchased by Customer in the Order Form (the “Services”). All Services will be performed in accordance with the applicable Order Form or a written statement of work (“SOW”) attached to the applicable Order Form. The Services do not include the development of any technology or software or Intellectual Property Rights for or on behalf of Customer. Customer acknowledges and agrees that any development of new software or technology for Customer will be subject to a separate written development agreement between the Parties.

3.2 Support. Spyderbat will provide Customer with reasonable technical support and assistance related to the Services during the Term. Customer may notify Spyderbat of support requests at any time via email, Slack channel, or the Spyderbat Platform. Spyderbat will assist Customer in addressing and correcting the issue or problem during the hours of 9am – 5pm Central Time Monday through Friday, excluding U.S. federal holidays.

4. INTELLECTUAL PROPERTY

4.1 Spyderbat Property. All right, title, and interest in and to the Spyderbat Technology, including all Intellectual Property Rights, are and will remain the sole and exclusive property of Spyderbat and its licensors. Except for the limited licenses and rights expressly granted in Section 2 and Section 3, nothing herein grants to Customer, or should be construed to grant to Customer, any right, title, or interest, including Intellectual Property Rights, in or to Spyderbat Technology.

4.2 Work Product. All right, title, and interest, including Intellectual Property Rights, in and to Work Product (excluding any Customer Data embedded in that Work Product) is and will remain the sole and exclusive property of Spyderbat and is deemed Spyderbat Technology for purposes of the Agreement. Nothing in the Agreement transfers, or should be construed to transfer, any right, title or interest, including Intellectual Property Rights, in Work Product to Customer.

5. TERM AND TERMINATION

5.1 Term. Unless otherwise noted on the Order Form, these Terms are effective beginning on the Effective Date and, unless earlier terminated in accordance with the Agreement, will continue for a period of one year (the “Initial Term”) and thereafter automatically renew for successive one year periods (each a “Renewal Term”, and together with the Initial Term the “Term”), unless either Party provides at least 60 days prior written notice of its intent not to renew prior to the expiration of the Initial Term or then-current Renewal Term.

5.2 Termination for Convenience. Spyderbat may terminate the Agreement with or without cause upon 90 days’ written notice to Customer.

5.3 Termination for Cause. Either Party may terminate the Agreement effective immediately if the other Party is in material breach of the Agreement and such breach is not cured within 30 days of the breaching Party receiving written notice of that breach from the non-breaching Party.

5.4 Post-Termination Obligations. If the Agreement is terminated for any reason: (a) Customer will pay to Spyderbat any Fees (as defined below) or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; and (c) Customer will immediately cease all use of the Agent and the Platform, Documentation, and other Spyderbat Technology.

5.5 Survival. Upon termination of these Terms, Sections 2.4, 2.7, 2.8, 4, 5.4, 5.5, 6, 7.3, 8, 9, 10, 11, 12, and 13 will survive.

6. PRICING.

6.1 Fees. Customer’s use of the Agent, the Platform and Services provided by Spyderbat is subject to the fees set forth in the Order Form, as well as any additional services fees and expenses set forth in a SOW (collectively, the “Fees”). All amounts payable under this Agreement are denominated in United States dollars, will be paid in United States dollars, and are non-refundable.

6.2 Late Fees and Setoffs. Unless otherwise specified in the Order Form, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Spyderbat to collect any amount that is not paid when due. Amounts due from Customer under the Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason.

6.3 Taxes. Other than net income taxes imposed on Spyderbat, Customer will bear all taxes, duties, and other governmental charges resulting from the Agreement. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Spyderbat after all such taxes are paid are equal to the amounts that Spyderbat would have been entitled to in accordance with the Agreement as if the taxes did not exist.

7. REPRESENTATIONS AND DISCLAIMERS OF WARRANTY

7.1 Mutual Warranties. Each Party represents and warrants to the other that: (a) the Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such Party entering into or performing under the Agreement.

7.2 Customer Warranties. Customer represents and warrant to Spyderbat that: (a) Customer has obtained and will maintain all necessary rights, consents, and authorizations for Spyderbat to process Customer Data in accordance with the terms of the Agreement; and (b) Customer’s use of the Spyderbat Technology will be in compliance with all applicable laws, regulations, and statutes.

7.3 GENERAL DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, SPYDERBAT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SPYDERBAT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. SPYDERBAT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SPYDERBAT TECHNOLOGY. SPYDERBAT DOES NOT WARRANT THAT THE SPYDERBAT TECHNOLOGY IS ERROR-FREE OR THAT OPERATION OF THE AGENT AND PLATFORM WILL BE SECURE OR UNINTERRUPTED. SPYDERBAT DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SPYDERBAT TECHNOLOGY IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SPYDERBAT TECHNOLOGY WILL ALWAYS BE AVAILABLE.

8. LIMITATION OF LIABILITY.

8.1 Disclaimer of Indirect Damages. EXCEPT FOR LIABILITIES ARISING FROM (A) A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY, (B) CUSTOMER’S BREACH OF ITS WARRANTIES IN SECTION 7, (C) CUSTOMER’S INFRINGEMENT OF SPYDERBAT’S INTELLECTUAL PROPERTY RIGHTS, OR (D) CUSTOMER’S VIOLATION OF SECTION 11 (CONFIDENTIALITY); (COLLECTIVELY, THE “EXCLUDED LIABILITIES”), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCE, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THAT PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

8.2 Cap on Liability. EXCEPT FOR THE EXCLUDED LIABILITIES, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SPYDERBAT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

8.3 Independent Allocations of Risk. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SPYDERBAT TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS SECTION 8.3 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE AGREEMENT.

9. INTELLECTUAL PROPERTY INFRINGEMENT

9.1 Defense of Infringement Claims. Spyderbat will, at its expense, either defend Customer from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that Customer’s use of Spyderbat Technology infringes or misappropriates any third party U.S. Intellectual Property Right during the Term of the Agreement if: (a) Customer gives Spyderbat prompt written notice of the Claim; (b) Customer grants Spyderbat full and complete control over the defense and settlement of the Claim; (c) Customer provides assistance in connection with the defense and settlement of the Claim as Spyderbat may reasonably request; and (d) Customer complies with any settlement or court order made in connection with the Claim. Customer will not defend or settle any Claim without Spyderbat’s prior written consent. Customer will have the right to participate in the defense of the Claim at Customer’s own expense and with counsel of Customer’s own choosing, but Spyderbat will have sole control over the defense and settlement of the Claim.

9.2 Indemnification of Infringement Claims. Spyderbat will indemnify Customer from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against Customer in any Claim under Section 9.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of a Claim under Section 9.1 (other than attorneys’ fees and costs incurred without Spyderbat’s consent after Spyderbat has accepted defense of the Claim); and (c) all amounts that Spyderbat agrees to pay to any third party to settle any Claim under Section 9.1.

9.3 Exclusions from Obligations. Spyderbat will have no obligation under this Section 9 for any infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Agent, Platform or any other Spyderbat Technology in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (b) any Third Party Technology; (c) use of any Spyderbat Technology by Customer for purposes not intended or outside the scope of the license granted to Customer; (d) Customer’s failure to use the Spyderbat Technology in accordance with instructions provided by Spyderbat, if the infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Spyderbat Technology not made or authorized in writing by Spyderbat where such infringement or misappropriation would not have occurred absent such modification.

9.4 Limited Remedy. This Section 9 states Spyderbat’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party Intellectual Property Right by the Spyderbat Technology.

10. CUSTOMER INDEMNIFICATION

10.1 Defense. Customer will defend Spyderbat from any actual or threatened third party Claim arising out of or based upon (a) Customer’s use of the Agent or Platform (except to the extent Spyderbat is required to indemnify Customer for such Claim under Section 9); (b) Customer Data; or (c) Customer’s breach of any of the provisions of the Agreement. Spyderbat will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing. Customer will not settle any claim or acquiesce to any judgment imposing any non-monetary liability on Spyderbat without Spyderbat’s prior written consent.

10.2 Indemnification. Customer will indemnify Spyderbat from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Spyderbat in any Claim under Section 10.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Spyderbat in connection with the defense of a Claim under Section 10.1; and, (c) all amounts that Customer agrees to pay to any third party to settle any Claim under Section 10.1.

11. CONFIDENTIALITY

11.1 Definition. “Confidential Information” means any information disclosed by either Party to the other Party, directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, and equipment), that is designated by the disclosing Party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, including customer, product, financial, and strategic information. “Confidential Information” may also include information disclosed to the disclosing Party by third parties. Confidential Information will not, however, include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) 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; (iii) 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; (iv) is obtained by the receiving Party from a third party without a breach of the third party’s obligations of confidentiality; or (v) 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.

11.2 Non-Use and Non-Disclosure. Neither Party will use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under the Agreement. Neither Party will disclose any Confidential Information of the other Party to third parties or to that Party’s employees, except to those employees of the receiving Party with a need to know. Neither Party will reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder. A Party may disclose the other Party’s Confidential Information if required by law so long as the receiving Party gives the disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.

11.3 Maintenance of Confidentiality. Each Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party will take at least those measures that it takes to protect its own most highly confidential information and will ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to those employees. Neither Party will make any copies of the Confidential Information of the other Party unless the same are authorized under the Agreement or previously approved in writing by the other Party. Each Party will reproduce the other Party’s proprietary rights notices on any approved copies, in the same manner in which those notices were set forth in or on the original.

11.4 Return of Materials. Upon the termination of the Agreement, each Party will deliver to the other Party all of the other Party’s Confidential Information that it may have in its possession or control.

11.5 Remedies. Each Party acknowledges that any violation or threatened violation of the Agreement may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

12. CUSTOMER DATA

12.1 Ownership and Security. As between Spyderbat and Customer, Customer Data is and will remain owned by Customer. Customer hereby grants to Spyderbat the right to process, transmit, store, use or disclose Customer Data to provide the Agent, the Platform and Services to Customer and as otherwise set forth in the Agreement. Spyderbat will use commercial reasonable technical, physical, and administrative measures designed to protect the security and integrity of any Customer Data within its possession or control.

12.2 Analytics Data. Customer agrees that Spyderbat my process, transmit, store, use, create, and disclose aggregated and/or deidentified data derived from the use of the Agent, the Platform, Services, or Customer Data (“Analytics Data”) for its business purposes, including for data analysis, benchmarking, technical support, and product development purposes. All Analytics Data will be in an aggregated and/or deidentified form only and will not identify Customer.

13. MISCELLANEOUS

13.1 No Partnership, Joint Venture or Franchise. The Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.

13.2 Use of Name. Subject to Customer’s prior written consent (which may be given by e-mail), Spyderbat may use Customer’s name and logo, but not any of its other trademarks, on its website and in its client lists for the sole purpose of identifying Customer as a customer of Spyderbat.

13.3 Notices. All notices in connection with the Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed either to Customer or to Spyderbat at the addresses specified in the applicable Order Form, or to such other address as a Party may designate pursuant to this notice provision.

13.4 Governing Law. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Texas without reference to its choice of law rules that would result in the application of the laws of another jurisdiction. The Parties agree that any dispute arising from the Agreement will be heard exclusively in the state or federal courts located in Travis County Texas and irrevocably submit to that jurisdiction and venue.

13.5 Assignability. The Agreement may not be assigned or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, except that Spyderbat may assign the Agreement in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets or stock. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of this Section 13.5 is null and void.

13.6 Waiver. The waiver by either Party of any breach of any provision of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of that Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

13.7 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond its reasonable control, so long as that Party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

13.8 Construction. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of t the his Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to Customer under the Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a Party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

13.9 Updates to Terms. These Terms may be updated at any time by Spyderbat, provided that the version of these Terms in effect at the time of execution of any Order Form will continue to apply to that Order Form. Execution of any new Order Forms will be subject to the revised Terms.

13.10 Entire Agreement. The Agreement is the final and complete expression of the agreement between the Parties regarding the subject matter of the Agreement. In the event of any conflict between the Terms and an Order Form, these Terms will control unless the Order Form specifically identifies the section of these Terms that is to be superseded. These Terms supersede all previous oral and written communications regarding these matters, all of which are merged into these Terms, except that these Terms do not supersede any prior nondisclosure or comparable agreement between the Parties executed prior to the Effective Date of these Terms . The Agreement will not be modified except by a written agreement dated subsequent to the Effective Date of these Terms and signed on behalf of Customer and Spyderbat by their respective duly authorized representatives. Any additional terms and conditions on Customer’s purchase order, invoice, or other Customer document will be of no effect and are expressly superseded by these Terms.

Last Updated: Jan 3, 2025