These Terms of Service (this "Agreement") are a binding contract between you ("Customer," "you," or "your") and Elezar Pty Ltd, a Victoria corporation with offices located in Melbourne, Australia ("Elezar," "we," or "us"). This Agreement governs your access to and use of our platform and services. Elezar and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." Agreement Acceptance Access to and use of the Platform, or any of its associated products or Services, is provided by Elezar Pty Ltd, ABN 98 652 277 006. Please read these terms and conditions (Terms) carefully. By using, accessing and/or subscribing to the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform, or any of the Services, immediately. Elezar Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Elezar Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records. 1. About the Services The Platform provides a real-time collection of analyzed Threat Intelligence, features and functionality to identify threat attributes, and their tactics and techniques. Multiple subscription tiers are currently offered. You acknowledge and agree that the subscription tiers offered, as well as the features and functionality available in each tier, may change from time to time, and may be governed by separate terms which apply specific to the subscription tier. Where special tier-specific terms apply, you will be informed, and must accept those terms before you are given access to such subscription tier. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by tier-specific terms. 2. Acceptable Use of the Services The SaaS Platform, its related features, and associated services must only be used lawfully. Elezar Pty Ltd reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the Platform or Services: To engage in any act that would disrupt the access, availability, and security of the Elezar Platform and other Elezar Pty Ltd services, including but not limited to: Tampering with, reverse-engineering, or hacking our servers. Modifying, disabling, or compromising the performance of Elezar's Platform or other Elezar Pty Ltd services. Overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources. Compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by Elezar Pty Ltd. For any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws. To stalk, harass or threaten users and any member of the public. To misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Elezar Pty Ltd or any third party. To access or search any part of the Service, or any other Service owned by Elezar Pty Ltd other than our publicly supported interface, or otherwise allowed for in an applicable Software Licensing Agreement. To post, upload, share, or otherwise circulate content in violation of the Elezar Platform's content policy. To use the Service in any way that violates the intellectual property rights of any third party, including but not limited to copying, modifying, or distributing any content without proper authorization. 3. Security and Data Privacy Elezar takes your privacy seriously and information provided through your use of the Platform and/or Services are subject to Elezar Pty Ltd's Privacy Policy, which is available on the Platform. The Privacy Policy also addresses Elezar's processes, policies, and obligations in respect of security breaches. 4. Data Use Elezar collects, stores, and processes your data through the Platform. The data is used to provide Services to you, as well as to facilitate Elezar Pty Ltd's business operations. The Privacy Policy outlines how your data is collected, stored, and processed by Elezar Pty Ltd. The Privacy Policy also addresses Elezar Pty Ltd's processes, policies, and obligations in respect of data encryption and removal requests. The Privacy Policy addresses how we comply with applicable data protection and privacy laws, including but not limited to the Australian Privacy Act 1988, the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy laws in your jurisdiction. The Privacy Policy also addresses Elezar Pty Ltd's processes, policies, and obligations in respect of security breaches and data protection. 5. Subscription to Use the Service In order to access the Services, you must first purchase a subscription through the Platform (Subscription) and pay the applicable fee for the selected Subscription (Subscription Fee). After purchasing a Subscription, you will be considered a subscriber ('Subscriber'). In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription tier you elect to purchase is suitable for your use. Before, during or after you have purchased the Subscription, you will be required to register for an account through the Platform before you can access the Services (Account). As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to name, email address and payment information. You warrant that any information you give to Elezar Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date. Once you have completed the registration process, you will be a registered user of the Platform and agree to be bound by the Terms ("User"). As a Subscriber you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (Subscription Period). You may not use the Services and may not accept the Terms if you are not of legal age to form a binding contract with Elezar Pty Ltd. Subscription Fees are subject to change at Elezar Pty Ltd's discretion. Any changes to Subscription Fees will be notified to you at least 30 days before the change takes effect. If you do not agree with the changes, you may cancel your Subscription before the new fees come into effect. 6. Payment Subject to the terms of any applicable Software License Agreement, the Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time. Payments made in the course of your use of Elezar may be made using third-party applications and services not owned, operated, or otherwise controlled by Elezar Pty Ltd. You acknowledge and agree that Elezar Pty Ltd will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for Elezar's Platform services. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee. You agree and acknowledge that Elezar Pty Ltd can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription. 7. Termination of Contract The Terms will continue to apply until terminated by either you or by Elezar Pty Ltd as set out below. If you want to terminate the Terms, you may do so by: not renewing the Subscription prior to the end of the Subscription Period; closing your accounts for all of the services which you use, where Elezar Pty Ltd has made this option available to you. Elezar Pty Ltd may at any time, terminate the Terms with you if: you do not renew the Subscription at the end of the Subscription Period; you have breached any provision of the Terms or intend to breach any provision; Elezar Pty Ltd is required to do so by law; the provision of the Services to you by Elezar Pty Ltd is, in the opinion of Elezar Pty Ltd, no longer commercially viable. Subject to local applicable laws, Elezar Pty Ltd reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Elezar Pty Ltd's name or reputation or violates the rights of those of another party. 8. Limitation of Liability Elezar Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you. You expressly understand and agree that Elezar Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss. 9. Refund Policy Elezar Pty Ltd offers refunds in accordance with the Australian Consumer Law and applicable consumer protection laws in your jurisdiction, and on the terms set out in these terms and conditions. Any benefits set out in these terms and conditions may apply in addition to your rights under the Australian Consumer Law or other applicable consumer protection laws in your jurisdiction. Elezar Pty Ltd will provide you with a full refund of the Subscription Fee under the following circumstances: For new subscriptions: if you request a refund within 7 days of your initial purchase; For annual renewal subscriptions: if you request a refund within 7 days of your subscription renewal date; or In the event Elezar Pty Ltd is unable to continue to provide the Services. To request a refund, you must contact Elezar Pty Ltd via the 'Contact Us' link on the Platform or by emailing us within the applicable refund period. Refunds will be processed within 14 business days of your refund request and will be returned to the original payment method used for the purchase. Upon processing a refund, your access to the Services will be immediately terminated and your Account may be deactivated. 10. Copyright and Intellectual Property The Platform, the Services and all of the related products of Elezar Pty Ltd are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, software code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Elezar Pty Ltd or its contributors. All trademarks, service marks and trade names are owned, registered and/or licensed by Elezar Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license while you are a User to: use the Product pursuant to the Terms; copy and store the Product and the material contained in the Product in your device's cache memory; and print pages from the Product for your own personal and non-commercial use. Elezar Pty Ltd does not grant you any other rights whatsoever in relation to the Product or the Services. All other rights are expressly reserved by Elezar Pty Ltd. Elezar Pty Ltd retains all rights, title and interest in and to the Product and all related Services. Nothing you do on or in relation to the Website will transfer any: business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you. You may not, without the prior written permission of Elezar Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain. You agree to indemnify, defend, and hold harmless Elezar Pty Ltd, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms or any activity related to your Account (including negligent or wrongful conduct) by you or any other person accessing the Service using your Account. 11. General Disclaimer Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law, the European Union Consumer Rights Directive, applicable consumer protection laws in the United States, or other applicable consumer protection laws in your jurisdiction (or any liability under them) which by law may not be limited or excluded. Subject to this clause, and to the extent permitted by law: all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and Elezar Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. Use of the Product and the Services is at your own risk. Everything on the Product and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Elezar Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Elezar Pty Ltd) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following: failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website); costs incurred as a result of you using the Website, the Services or any of the products of Elezar Pty Ltd; and the Services or operation in respect to links which are provided for your convenience. 12. Indemnity You agree to indemnify Elezar Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against: all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content; any direct or indirect consequences of you accessing, using or transacting on the Product or attempts to do so; and/or any breach of the Terms. 13. Dispute Resolution Compulsory If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). Notice A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. Resolution On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must: Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by a mutually agreed mediation service provider or arbitration institution; The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; The mediation will be conducted online via video conference or at a mutually agreed location. If the Parties cannot agree on a location, the mediation shall take place in the jurisdiction where Elezar Pty Ltd has its principal place of business or in your jurisdiction, as mutually agreed by the Parties. Confidential All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence. Termination of Mediation If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. 14. Venue and Jurisdiction The Services offered by Elezar Pty Ltd are available globally. Subject to the dispute resolution procedures set out in Clause 13, in the event of any dispute arising out of or in relation to the Platform that proceeds to court proceedings, the following jurisdiction provisions shall apply: For customers located in Australia, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia; For customers located in the European Union, you may bring proceedings in the courts of your country of residence or in the courts of the jurisdiction where Elezar Pty Ltd has its principal place of business; For customers located in the United States, you agree that any dispute shall be resolved in the state or federal courts located in your state of residence, and you consent to the personal jurisdiction of such courts; For customers located in other jurisdictions, disputes shall be resolved in the courts of the jurisdiction where Elezar Pty Ltd has its principal place of business, or as otherwise agreed by the Parties or required by mandatory local law. 15. Governing Law These Terms shall be governed by and construed in accordance with the following laws, depending on your location: For customers located in Australia: the laws of Victoria, Australia, without reference to conflict of law principles; For customers located in the European Union: the laws of your country of residence, to the extent required by mandatory consumer protection laws, otherwise the laws of the jurisdiction where Elezar Pty Ltd has its principal place of business; For customers located in the United States: the laws of your state of residence, United States, without reference to conflict of law principles; For customers located in other jurisdictions: the laws of the jurisdiction where Elezar Pty Ltd has its principal place of business, without reference to conflict of law principles, except where mandatory local consumer protection laws apply. Notwithstanding the above, nothing in these Terms affects your statutory rights as a consumer under mandatory consumer protection laws in your jurisdiction. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed in accordance with the applicable governing law as set out above. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns. 16. Beta Features and Experimental Services From time to time, Elezar Pty Ltd may offer access to features, functionality, or services that are designated as beta, pilot, limited release, early access, evaluation, or similar designations (Beta Features). Beta Features are provided for testing and evaluation purposes only and may not be suitable for production use. You acknowledge and agree that Beta Features: may contain bugs, errors, or defects; may not function as intended or may be incomplete; may be modified, discontinued, or withdrawn at any time without notice; may not be subject to the same security, privacy, or other commitments as generally available Services; may result in unexpected results, loss of data, or service interruptions. Beta Features are provided on an "as is" and "as available" basis without any warranties, representations, or guarantees of any kind. To the maximum extent permitted by law, Elezar Pty Ltd disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to Beta Features. Elezar Pty Ltd may require you to agree to additional terms and conditions before accessing Beta Features. Your use of Beta Features is entirely voluntary and at your own risk. You agree not to use Beta Features for mission-critical applications or with sensitive, confidential, or production data unless you have implemented appropriate backup and disaster recovery measures. Elezar Pty Ltd may collect feedback, usage data, and analytics from your use of Beta Features to improve the Services. By using Beta Features, you grant Elezar Pty Ltd a non-exclusive, worldwide, royalty-free license to use any feedback, suggestions, or ideas you provide regarding Beta Features without any obligation to you. If a Beta Feature is made generally available, it may be offered under different terms, conditions, or pricing. Elezar Pty Ltd has no obligation to make any Beta Feature generally available. Elezar Pty Ltd reserves the right to limit access to Beta Features, including limiting the number of users who may access such features or the duration of access. 17. Service Modifications and Discontinuation Elezar Pty Ltd reserves the right to modify, update, suspend, or discontinue the Platform or any part of the Services at any time, with or without notice, for any reason, including but not limited to: improving functionality, performance, or security; complying with legal or regulatory requirements; addressing technical issues or security vulnerabilities; responding to changes in technology or market conditions; discontinuing features that are no longer commercially viable or widely used. Where reasonably practicable, Elezar Pty Ltd will provide you with advance notice of material changes or discontinuation of Services. However, Elezar Pty Ltd may make changes immediately and without notice where: required by law or to address security vulnerabilities; necessary to prevent harm to the Platform, Services, or other users; the changes are minor and do not materially affect your use of the Services. You acknowledge and agree that Elezar Pty Ltd has no obligation to maintain, support, or continue to offer any particular feature, functionality, or version of the Services. If Elezar Pty Ltd discontinues a material feature or the Services entirely, and you have an active paid Subscription, Elezar Pty Ltd will, where reasonably practicable, provide you with at least 30 days' notice and may offer you: a pro-rata refund for the unused portion of your Subscription; or alternative features or services of comparable value, if available. Modifications to the Services may require you to update your software, systems, or integrations. You are responsible for ensuring compatibility with any modified Services. Your continued use of the Services after any modification constitutes your acceptance of such changes. If you do not agree with any modifications, your sole remedy is to terminate your Subscription in accordance with Clause 7. Elezar Pty Ltd shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, except as expressly provided in these Terms or as required by applicable law.
