Terms of Use

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“you”, “your” or the “User”) and GRAPHDAGGER LTD, a company incorporated in England and Wales with company number 17075289, whose registered office is at 4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London, Greater London, United Kingdom, W1T 6EB (“we”, “us”, “our” or the “Company”), governing your access to and use of the GraphDagger desktop software application and all related services (together, the “Software”).

PLEASE READ THESE TERMS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. The Software is a powerful cyber security tool intended solely for lawful use by qualified cyber security professionals and authorised persons. Misuse of the Software may constitute a criminal offence, including under the Computer Misuse Act 1990, the Investigatory Powers Act 2016, the Data Protection Act 2018, the UK General Data Protection Regulation, the Regulation of Investigatory Powers Act 2000, and equivalent laws in other jurisdictions. You are solely responsible for ensuring your use of the Software is lawful.

BY CLICKING “I ACCEPT” (OR EQUIVALENT) WHEN INSTALLING OR FIRST LAUNCHING THE SOFTWARE, OR BY OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT INSTALL, ACCESS OR USE THE SOFTWARE.

1. Acceptance of Terms

1.1 By installing, accessing or using the Software, you confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy, together with any other policies or documents expressly incorporated by reference herein (together, the “Agreement”). These documents form a legally binding contract between you and the Company. The acceptable use provisions governing your use of the Software are set out in Section 3 of these Terms, which is incorporated into and forms an integral part of this Agreement.

1.2 You confirm and warrant that you are at least eighteen (18) years of age and have the full legal capacity and authority to enter into a binding contract. The Software is not intended for, and must not be used by, persons under the age of eighteen (18).

1.3 If you are entering into these Terms on behalf of a company, organisation, government agency or other legal entity, you represent and warrant that (a) you have the authority to bind that entity to these Terms; (b) that entity accepts these Terms; and (c) references to “you” and “your” include both you personally and that entity, who shall be jointly and severally liable for compliance with these Terms.

1.4 Authority Warranty. By accepting these Terms, you expressly warrant and represent that you will only deploy, operate and use the Software on computer systems, networks, devices, files, communications and email accounts that (a) you own; (b) you have the full authority to operate; or (c) for which you hold documented, verifiable and lawful written authorisation from the owner or person with lawful control of the relevant system. You acknowledge that unauthorised use of the Software may constitute a criminal offence under the Computer Misuse Act 1990 (including sections 1, 2, 3, 3ZA and 3A) and equivalent legislation in other jurisdictions, and that the Company bears no responsibility or liability whatsoever for any such unauthorised use.

1.5 We may amend these Terms from time to time. Material changes will be notified to you by email (using the address to which your licence was issued) or via an in-Software notice at least thirty (30) days before the changes take effect. Your continued use of the Software after the effective date of any such amendment constitutes your acceptance of the revised Terms. If you do not accept amended Terms, you must cease use of the Software and may cancel your subscription in accordance with Section 6.

1.6 These Terms are entered into in the English language. The English version shall prevail over any translation.

2. Licence Keys & Security

2.1 Licence Grant. Subject to these Terms and to your timely payment of applicable Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on one (1) device per licence key, solely for your internal use and solely for the purposes expressly permitted under these Terms.

2.2 Licence Key Issuance. Access to the Software is controlled by a unique licence key (the “Licence Key”) issued to you following successful payment processed by our payment provider, Stripe. The Licence Key will be sent to the email address you provide at checkout. It is your responsibility to ensure that the email address provided is accurate, current and accessible by you.

2.3 One Licence, One Device. Each Licence Key entitles you to activate the Software on one (1) device at any given time. You may re-assign a Licence Key to a different device at your discretion using the self-service re-assignment functionality provided within the Software. A Licence Key may not be used concurrently on multiple devices.

2.4 Licence Key Custody. You are solely responsible for the security, confidentiality and proper custody of your Licence Key. You must not disclose, publish, share, post, upload or otherwise make your Licence Key available to any third party. Any activity conducted using your Licence Key shall be deemed to have been conducted by you.

2.5 Non-Transferability. Licence Keys are strictly personal to the original purchaser. You may not sell, gift, lease, lend, assign, sublicense, transfer or otherwise dispose of your Licence Key, in whole or in part, to any other person or entity. Any purported transfer in breach of this clause shall be void and shall give the Company the immediate right to revoke the Licence Key without refund.

2.6 Lost or Inaccessible Licence Keys. If you lose access to your Licence Key or the email to which it was issued, we will, upon verification of your identity and payment history to our reasonable satisfaction, re-issue the Licence Key free of charge. We may require documentary evidence of ownership before doing so.

2.7 Compromise Notification. You must notify us without unreasonable delay, and in any event as soon as reasonably practicable after becoming aware, of any actual or suspected (a) unauthorised disclosure, use or compromise of your Licence Key; (b) security breach involving the Software; or (c) other circumstance that may affect the integrity or security of your Licence Key. Such notification must be made in writing to support@graphdagger.com and, where possible, must include evidence substantiating the suspected compromise (for example, screenshots, log extracts, correspondence, or a description of the incident).

2.8 Right to Revoke. The Company reserves the right, at its sole and absolute discretion and without prior notice, to suspend, revoke, deactivate or reissue any Licence Key at any time where it reasonably believes that (a) these Terms have been breached; (b) the Licence Key has been compromised, leaked, or shared; (c) the Licence Key is being used unlawfully or in breach of Section 3; or (d) there is any other legitimate reason relating to the security, lawful operation or integrity of the Software. Where a Licence Key is revoked for breach, no refund shall be payable.

2.9 Device Security. You are solely responsible for the security of the device or devices on which the Software is installed, including maintaining up-to-date operating systems, security patches, anti-malware protections, and physical and logical access controls. The Company does not warrant the security of any device on which the Software is installed and shall have no liability for any security incident arising from the device environment.

3. Permitted & Prohibited Uses

This Section 3 sets out the acceptable use requirements that apply to your use of the Software. It operates as our acceptable use policy and is incorporated into, and forms an integral part of, the Agreement. Any breach of this Section 3 shall be a material breach of the Agreement entitling the Company to exercise the rights and remedies set out in Clause 3.6, Section 6 (Termination) and Section 8 (Limitation of Liability and Indemnity).

3.1 Permitted Use. You may use the Software solely for its intended purpose, namely to conduct lawful cyber security investigations, analysis, network traffic inspection, malware scanning, geo-plotting of data, email scanning and related cyber security functions, in each case only in respect of computer systems, networks, devices, files, communications and accounts that you own or for which you hold documented, lawful written authorisation as required by Clause 1.4.

3.2 Prohibited Uses. Without prejudice to the generality of any other provision of these Terms, you must not, and must not permit or enable any third party to:

1. use the Software on any system, network, device, file, communication or account without the lawful authority of the owner or person with lawful control of that system, and in particular must not commit any offence under sections 1, 2, 3, 3ZA or 3A of the Computer Misuse Act 1990 or any analogous law in any jurisdiction;
2. intercept any communication in breach of the Investigatory Powers Act 2016, the Regulation of Investigatory Powers Act 2000, or any analogous law;
3. process personal data in breach of the UK General Data Protection Regulation, the Data Protection Act 2018, the EU General Data Protection Regulation, or any other applicable data protection or privacy law;
4. use the Software to develop, test, refine, distribute, deploy or propagate any computer virus, worm, trojan horse, ransomware, malware, spyware, rootkit, backdoor, logic bomb, or any other malicious code or device;
5. use the Software to stalk, harass, threaten, intimidate, surveil, dox or monitor any person without their informed consent or other lawful basis, or in any way that would or might constitute an offence under the Protection from Harassment Act 1997, the Stalking Protection Act 2019, or any analogous law;
6. use the Software in connection with any investigation into, or handling of, material depicting the sexual abuse or exploitation of children, save that this prohibition does not apply to (i) a law enforcement authority acting within its statutory powers; (ii) the Internet Watch Foundation or any equivalent body with lawful authority; or (iii) any other person or body with a specific statutory authorisation or defence under the Protection of Children Act 1978 or equivalent legislation;
7. use the Software to circumvent, disable, impair or otherwise interfere with any technological protection measure, digital rights management system, access control or copy-protection mechanism in breach of section 296ZA of the Copyright, Designs and Patents Act 1988 or any analogous law;
8. copy, modify, adapt, translate, create derivative works of, publish, distribute, sell, rent, lease, sublicense, assign or otherwise commercially exploit the Software, in whole or in part;
9. disassemble, decompile, reverse engineer or otherwise attempt to derive the source code, object code or underlying ideas, algorithms, structure or organisation of the Software, save to the extent (and only to the extent) that such activity is expressly permitted by applicable law notwithstanding this restriction. Where you consider that the statutory permission to decompile for interoperability under section 50B of the Copyright, Designs and Patents Act 1988 applies, you must first request the relevant interoperability information from us in writing and allow us a reasonable period to provide it;
10. circumvent, disable, tamper with or otherwise defeat any licence validation, activation, authentication, digital signature, integrity-check or anti-tamper mechanism employed by the Software;
11. resell, white-label, re-brand, sublicense, distribute, host, or make the Software available as a service or as part of any managed service offering, bureau arrangement, service-provider or outsourcing arrangement;
12. use the Software, or any part, output, feature or functionality of it, to develop, train, build, benchmark or enhance any product, service or offering that competes with the Software or any part of it;
13. operate the Software by means of any automated agent, bot, script, scraper, macro, or other automated means beyond what is reasonably incidental to a single human user’s ordinary interactive operation, or otherwise so as to circumvent per-licence throughput, rate limits, or pricing tiers;
14. scrape, harvest, index, crawl, data-mine, extract, download in bulk, or otherwise programmatically collect any content, data, code, structure, output or information from the Software, our website, our APIs, our documentation, or any service operated by the Company. This prohibition applies irrespective of whether the activity is conducted manually or by automated means, and is an absolute prohibition. Any such activity shall constitute a material breach of these Terms and may constitute an offence, including under the Computer Misuse Act 1990 and applicable database right and copyright laws;
15. introduce or transmit any virus, worm, trojan, malicious code or harmful component into the Software or the systems used by the Company;
16. remove, obscure, alter or falsify any proprietary notice, label, copyright mark, trade mark or licensing notice appearing in or on the Software; or
17. use the Software for any unlawful, fraudulent, deceptive, defamatory, obscene, or tortious purpose, or in any manner inconsistent with these Terms or applicable law.

3.3 Export Control and Sanctions Compliance. The Software may include or constitute technology, software or services subject to export control and economic sanctions laws and regulations, including (without limitation) the Export Control Order 2008, the Sanctions and Anti-Money Laundering Act 2018, the retained UK regime equivalent to Council Regulation (EU) 2021/821 on dual-use items, the US Export Administration Regulations, the US International Traffic in Arms Regulations, regulations administered by the UK Office of Financial Sanctions Implementation (OFSI) and the US Office of Foreign Assets Control (OFAC), and applicable United Nations and European Union sanctions measures (collectively, “Export Laws”).

3.4 You represent, warrant and undertake on a continuing basis that:

1. you are not located in, organised under the laws of, ordinarily resident in, or a national of any country, territory or region that is the subject of comprehensive sanctions imposed by the United Kingdom, the European Union, the United Nations or the United States (including, as at the date of these Terms, Russia, Belarus, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of Kherson and Zaporizhzhia oblasts of Ukraine, Iran, North Korea, Syria and Cuba);
2. you are not a person, entity or organisation listed on any applicable sanctions list, including the UK Consolidated List of financial sanctions targets maintained by HM Treasury, the US OFAC Specially Designated Nationals and Blocked Persons List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and any other applicable sanctions list;
3. you are not owned or controlled (directly or indirectly) by any person described in paragraph (a) or (b); and
4. you will not export, re-export, release, transfer, use, supply, make available or enable access to the Software in any jurisdiction, to any person, or for any purpose that would cause the Company or any of its affiliates to be in breach of any Export Laws.

3.5 Any breach of Clauses 3.3 or 3.4 shall constitute a material breach of these Terms entitling the Company to terminate the Agreement and revoke your Licence Key with immediate effect, without refund.

3.6 Consequences of Prohibited Use. You acknowledge and agree that (a) any act described in Clause 3.2, 3.3 or 3.4 constitutes a material breach of these Terms; (b) any such breach may constitute a criminal offence for which you bear sole liability; (c) the Company may, at its sole discretion and without prejudice to any other rights or remedies, suspend, revoke or terminate your Licence Key and this Agreement with immediate effect upon such breach; and (d) you shall indemnify the Company on the terms set out in Clause 8.7.

4. Intellectual Property Rights

4.1 Company Property. All right, title and interest in and to the Software, including without limitation all source code, object code, executables, algorithms, data structures, user interfaces, graphics, designs, specifications, documentation, “look and feel”, threat intelligence feeds, signatures, rulesets, heuristics, databases, templates, updates, upgrades, patches, bug fixes, modifications and derivative works thereof, together with all patents, copyright, database rights, design rights, trade marks, trade names, service marks, trade secrets, moral rights, know-how and all other intellectual property rights of any kind anywhere in the world, whether registered or unregistered (collectively, the “Company IP”), are and shall remain the exclusive property of the Company or its licensors. No rights are granted to you in respect of the Company IP other than the limited licence expressly set out in these Terms.

4.2 Reservation of Rights. All rights not expressly granted to you under these Terms are reserved to the Company and its licensors. No licence, right, title or interest is granted to you by implication, estoppel or otherwise.

4.3 Trade Marks. “GraphDagger” and any associated logos, product names, taglines and trade dress are trade marks of the Company. You are granted no right to use any Company trade mark, and you must not remove, alter, obscure or use any Company trade mark save as expressly authorised in writing by the Company.

4.4 User Content. As between you and the Company, you retain all right, title and interest in and to any data, materials, files, captures, logs, records, communications or information that you input into, load into, capture with, scan with, analyse using, or otherwise process through the Software (collectively, the “User Content”).

4.5 Local Processing. You acknowledge that the Software is, by design, a local desktop application. Save for the limited communications necessary for Licence Key validation, the Software does not transmit User Content to the Company’s servers. Accordingly, User Content remains within your exclusive control on your own device, and the Company has no access to, and no right to access, User Content.

4.6 User Content Warranties. You represent, warrant and undertake that you have all rights, consents, authorisations and lawful bases necessary to capture, process and analyse the User Content using the Software, and that such processing does not and will not infringe the rights of any third party or breach any applicable law.

4.7 Anonymised and Aggregated Data. The Software does not currently transmit telemetry or diagnostic data to us; the only data it sends is the periodic Licence Key validation described in our Privacy Policy. To the extent that we lawfully collect or derive any data from your use of the Software in the future, and to the extent that such data is aggregated with data from other users and irreversibly anonymised so that it does not identify you or any individual and is not, in the hands of the Company, personal data (“Aggregated Data”), you grant to the Company a perpetual, irrevocable, worldwide, royalty-free, transferable licence to collect, use, store, copy, modify, analyse and commercially exploit the Aggregated Data for any lawful purpose, including the improvement, development, training, benchmarking and marketing of our products and services.

4.8 Feedback. If you provide us with any suggestions, comments, ideas, feedback, improvements, enhancement requests, recommendations or other information relating to the Software (“Feedback”), you hereby irrevocably assign to the Company, with full title guarantee and free from all encumbrances, all right, title and interest (including all intellectual property rights) in and to such Feedback. To the extent any such rights cannot be assigned by operation of law, you grant to the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, exploit, modify and otherwise deal with the Feedback for any purpose whatsoever. You irrevocably and unconditionally waive all moral rights you may have in the Feedback under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 or equivalent legislation. You agree to execute any further documents and to do any further acts reasonably required by the Company to give effect to this Clause 4.8. This Clause 4.8 shall not oblige the Company to use, implement or act on any Feedback.

4.9 Third-Party Components. The Software may incorporate third-party open-source or proprietary components, which are licensed to you on the terms of the applicable third-party licences (notice of which is made available within the Software or on request). In the event of any conflict between these Terms and the applicable third-party licence in relation to the relevant component, the third-party licence shall prevail in respect of that component.

5. Subscription & Payment Terms

5.1 Subscription. Access to the Software is provided on a paid subscription basis, charged per seat on either a monthly or an annual billing interval as selected by you at checkout (a “Subscription”). Each seat corresponds to one (1) Licence Key. Your Subscription commences on the date we issue your Licence Key and continues for successive billing periods of the selected interval (each a “Subscription Term”) until terminated in accordance with these Terms. Both billing intervals provide access to the same Software and updates for the duration of the Subscription.

5.2 Free Trial: Grant. We may, at our sole discretion, grant you a revocable, non-exclusive, non-transferable, limited licence to install and use the Software in trial mode (the “Free Trial”) for a period of fourteen (14) days from the date of installation (the “Trial Period”). The Free Trial is granted for the sole purpose of enabling you to evaluate the functionality and suitability of the Software before committing to a paid Subscription.

5.2.1 Evaluation Use Only. The Free Trial is provided strictly for internal evaluation and testing purposes and must not be used for any commercial, production, operational, client-facing, revenue-generating or mission-critical purpose. You must not rely on the Free Trial to perform any cyber security assessment, audit, investigation or analysis on behalf of a third party, whether for remuneration or otherwise.

5.2.2 Limited Functionality. The Free Trial may offer reduced or limited features, capabilities, usage quotas, output volumes or performance compared to the full paid version of the Software. We reserve the right to determine, at our sole discretion, which features and functionalities are available in the Free Trial and to modify them from time to time without notice.

5.2.3 Expiry and Automatic Conversion. Upon expiry of the Trial Period, the Free Trial shall automatically cease to operate and your access to the Software will terminate unless you have entered into a paid Subscription. Unless you cancel before the end of the Trial Period in accordance with Clause 5.6, your paid Subscription will automatically commence on expiry of the Trial Period and you will be charged the applicable Fees from that date. By commencing the Free Trial, you expressly authorise the Company and its payment processor to charge your Payment Method in accordance with this Clause 5.2.3.

5.2.4 Trial Data. You acknowledge and agree that: (a) any data, configurations, captures, rulesets, logs, outputs or other content you create, import or process using the Free Trial (“Trial Data”) may not be preserved, recoverable, migratable or accessible after expiry of the Trial Period or deactivation of the Free Trial; (b) the Company shall have no obligation to retain, back up, export, migrate or make available any Trial Data; and (c) the Company shall have no liability whatsoever for any loss of, corruption of, or inaccessibility to any Trial Data. You are solely responsible for exporting or preserving any Trial Data you wish to retain before the end of the Trial Period.

5.2.5 No Warranty on Free Trial. Notwithstanding any other provision of these Terms, the Free Trial is provided strictly on an “as is” and “as available” basis, with all faults, and without warranty or support of any kind (whether express, implied or statutory). To the maximum extent permitted by applicable law, the Company disclaims all representations, warranties and conditions in respect of the Free Trial, including the warranties set out in Clauses 7.4 (Limited Malware-Free Warranty) and 7.6 (Defect Reporting and Remediation). Your use of the Free Trial is entirely at your own risk. Nothing in this Clause 5.2.5 limits or excludes any rights you have as a consumer under applicable law that cannot be excluded or limited.

5.2.6 Eligibility and Restrictions. The Free Trial is intended as one (1) trial per customer. Eligibility is enforced through our payment provider’s fraud and abuse controls; we do not fingerprint your devices or profile your household. The Free Trial may not be combined with any other offer, promotion or discount. We reserve the right, at our sole discretion, to refuse, suspend, shorten or withdraw the Free Trial at any time, including where we or our payment provider reasonably suspect abuse, fraud or breach of these Terms, and deliberately obtaining repeated Free Trials shall constitute a material breach of these Terms.

5.2.7 Conversion to Paid Subscription. On conversion from Free Trial to paid Subscription (whether automatically pursuant to Clause 5.2.3 or by your express purchase), your Licence Key shall be upgraded to grant access to the full paid version of the Software, and the provisions of these Terms relating to paid Subscriptions shall apply in full from the date of conversion. All provisions of these Terms other than Clause 5.2.5 shall apply to the Free Trial with equal force during the Trial Period.

5.3 Fees. You agree to pay the fees applicable to your Subscription (“Fees”) as set out on our website or checkout page at the time of purchase. Fees are charged in advance and are non-refundable except where expressly provided in these Terms or as required by mandatory applicable law.

5.4 Currency and Taxes. Fees are charged in the currency detected by our payment provider based on your billing location, and are inclusive of value added tax, goods and services tax, sales tax or equivalent indirect taxes to the extent we are required to charge them. You are responsible for any withholding taxes, transaction fees and currency-conversion charges applied by your bank, card issuer or payment provider.

5.5 Payment Method and Processor. All payments are processed by our third-party payment provider, Stripe. You authorise us and Stripe to charge your chosen payment method (“Payment Method”) for all Fees when they fall due, including on automatic renewal. You are responsible for providing and maintaining accurate, current and complete Payment Method details. You must notify us immediately of any change to your Payment Method or if it becomes unable to process payment.

5.6 Automatic Renewal. Your Subscription will automatically renew for successive Subscription Terms of the same billing interval at the then-current Fee unless cancelled before the renewal date. By purchasing a Subscription, you expressly authorise recurring charges to your Payment Method for each renewed Subscription Term. For annual plans, we will send a reminder to your billing email in advance of the renewal date. You may cancel automatic renewal at any time through the self-service cancellation mechanism provided, or by contacting us at support@graphdagger.com; cancellation will take effect at the end of the then-current paid Subscription Term.

5.7 Payment Failure and Licence Revocation. If any Fee is not successfully collected from your Payment Method when due, your Licence Key will be revoked with immediate effect and your access to the Software will cease. There is no grace period. Access will be restored only upon successful payment of outstanding Fees. Nothing in this Clause 5.7 affects our other rights and remedies in respect of non-payment.

5.8 Price Changes. We may change the Fees from time to time. We will give you at least sixty (60) days’ prior written notice (by email or in-Software notice) of any change to the Fees. Any change will take effect from the start of the first Subscription Term commencing after the expiry of that notice period. If you do not accept the new Fees, you may cancel your Subscription before the change takes effect by terminating in accordance with Clause 6; continued use of the Software after the change takes effect constitutes acceptance of the new Fees.

5.9 No Refunds. Save as expressly provided in Clauses 5.2 (Free Trial), 5.10 (Consumer Cooling-Off) and 6 (Termination), or where required by mandatory applicable law, all Fees are non-refundable. Partial Subscription Terms will not be refunded on cancellation or termination, including the unused remainder of an annual term following a mid-term cancellation.

5.10 Consumer Cooling-Off Right. If you are a consumer resident in the United Kingdom or the European Union, you have a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (or equivalent EU legislation) to cancel your Subscription within fourteen (14) days of the date you enter into it, without giving any reason (the “Cooling-Off Period”). To exercise this right, you must inform us of your decision to cancel by a clear written statement sent to support@graphdagger.com before the Cooling-Off Period expires. If you validly exercise this right, we will reimburse all payments received from you in respect of the cancelled Subscription without undue delay, and in any event no later than fourteen (14) days after the day on which we are informed of your decision to cancel.

5.11 Cooling-Off and Use of the Software. The Software is digital content supplied to you other than on a tangible medium. We do not ask you to waive your cooling-off right as a condition of using the Software: installing, activating or using the Software during the Cooling-Off Period does not affect your right to cancel under Clause 5.10.

5.12 Seat Changes. Additional seats may be added to a Subscription at any time and are charged on a pro-rata basis for the remainder of the current Subscription Term. Seat reductions are handled by support and take effect from the next renewal; they do not give rise to a partial refund for the current Subscription Term.

6. Termination

6.1 Termination by You. You may terminate your Subscription at any time by cancelling automatic renewal in accordance with Clause 5.6. Subject to Clauses 5.10 and 5.11, termination will take effect at the end of the then-current paid Subscription Term, and no pro-rata refund will be given for any unused portion of that Subscription Term. You will continue to have access to the Software until the end of that Subscription Term, after which your Licence Key will be deactivated.

6.2 Termination by Us for Convenience. We may terminate the Agreement and/or any Subscription for convenience by giving you not less than thirty (30) days’ written notice by email. Where we terminate for convenience, we will refund to you on a pro-rata basis the Fees paid in advance for the unused portion of the then-current Subscription Term, calculated by reference to the number of unused days remaining in that Subscription Term as at the effective date of termination.

6.3 Immediate Termination by Us. We may terminate the Agreement, suspend your access, and revoke your Licence Key immediately and without notice where:

1. you commit a material breach of these Terms (and, if the breach is capable of remedy, you fail to remedy it within seven (7) days of being notified in writing to do so);
2. you commit any act described in Clause 3.2 (Prohibited Uses) or Clauses 3.3 to 3.5 (Export Controls and Sanctions), in which case the breach shall be deemed material and irremediable;
3. you fail to pay any Fees when due;
4. you breach the Authority Warranty at Clause 1.4;
5. you engage in any fraud, fraudulent misrepresentation, or dishonesty in connection with the Software, these Terms or your Payment Method;
6. you become insolvent, are unable to pay your debts as they fall due, enter into any composition or arrangement with your creditors, have a receiver, administrator, administrative receiver, liquidator or similar officer appointed over any of your assets, pass a resolution for your winding-up, or suffer any analogous event or proceeding in any jurisdiction; or
7. continued provision of the Software to you would, or would be reasonably likely to, (i) expose the Company to legal or regulatory risk; (ii) cause the Company to breach Export Laws or any other applicable law; or (iii) cause material reputational harm to the Company.

6.4 No Refund on Termination for Cause. Where we terminate under Clause 6.3, no refund of any Fees shall be payable and any outstanding Fees shall become immediately due and payable.

6.5 Effect of Termination. Upon termination or expiry of the Agreement, howsoever arising: (a) the licence granted under Clause 2.1 shall immediately terminate; (b) your Licence Key will be deactivated; (c) you must cease all use of the Software and permanently delete all copies of the Software in your possession or control; (d) all sums then owing by you to the Company shall become immediately due and payable; and (e) the Company shall have no obligation to refund any Fees except to the extent expressly provided in these Terms or by mandatory applicable law.

6.6 User Content on Termination. The Software is a local desktop application and User Content is stored by you on your own device or storage infrastructure. The Company does not store User Content and accordingly has no obligations in respect of User Content on termination. You are solely responsible for securing, retaining, exporting or deleting your User Content as you see fit. You acknowledge that termination may prevent you from using the Software to access or process any User Content in proprietary or Software-specific formats, and we recommend you export such data in an open format before your Subscription ends.

6.7 Survival. Termination of the Agreement (howsoever arising) shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, and shall not affect the coming into force or continuance in force of any provision of these Terms which is expressly or by implication intended to continue in force after termination, including without limitation Clauses 1 (including the Authority Warranty), 3 (to the extent applicable to past use), 4 (Intellectual Property), 5.9 (No Refunds), 6.5 to 6.7 (Effect of Termination and Survival), 7 (Disclaimer of Warranties), 8 (Limitation of Liability and Indemnity), 9 (Governing Law and Dispute Resolution), 10 (Confidentiality), and 11 (General).

7. Disclaimer of Warranties

7.1 “As Is” and “As Available”. Subject to Clause 7.4, the Software is provided strictly on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company disclaims all representations, warranties, conditions and other terms of any kind, whether express, implied or statutory, including without limitation any implied warranty or condition of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, completeness, or those arising from course of dealing or usage of trade.

7.2 Without limiting the generality of Clause 7.1, the Company does not represent, warrant or guarantee that:

1. the Software will detect, identify, block, prevent, quarantine or remediate all malware, viruses, exploits, vulnerabilities, intrusions, threats or other malicious activity;
2. the Software will operate uninterrupted, error-free, or free from defects, bugs, inaccuracies or security vulnerabilities;
3. threat intelligence feeds, signatures, rulesets, heuristics, IP geolocation, domain reputation, or other data used by or generated by the Software are or will be accurate, complete, current, reliable or fit for any particular purpose;
4. the Software will be compatible with any specific operating system, hardware configuration, network environment, third-party software, or device driver;
5. the results, outputs, visualisations, reports or determinations produced by the Software (including, without limitation, malware scan results, geo-plots, intercepted traffic captures, email scan outputs and any findings expressed or suggested by the Software) will be accurate, complete, current, free of false positives or false negatives, or otherwise suitable as a basis for any decision or action; or
6. any particular result will be achieved through use of the Software.

7.3 Professional Judgment Required. The Software is a tool to assist qualified cyber security professionals. It is not a substitute for (a) professional security advice; (b) a comprehensive information security programme; (c) qualified human judgment; or (d) compliance with applicable laws, regulations, industry standards or professional obligations. The Software does not provide legal or regulatory advice. You remain solely responsible for the decisions you make, the actions you take, and the conclusions you draw based on or in connection with your use of the Software. You assume all risk of reliance on any output of the Software.

7.4 Limited Malware-Free Warranty. Notwithstanding Clauses 7.1 to 7.3, and save in respect of the Free Trial (which is provided on the basis set out in Clause 5.2.5), the Company provides the following limited warranty in respect of the paid Software:

1. at the date you download the Software from an Official Source (as defined below), the Software is, to the best of the Company’s knowledge and belief, free from any known computer virus, worm, trojan horse, rootkit, ransomware, spyware, backdoor, logic bomb or other form of malicious code that would materially impair the integrity, security or intended operation of the Software or the device on which it is installed;
2. the Software is digitally signed by the Company or its authorised code-signing service, and you may verify the digital signature before installation to confirm the authenticity and integrity of the Software; and
3. the Software will, when properly installed and used in accordance with its documentation and these Terms, operate in substantial conformity with the functional description published by the Company on the official GraphDagger website at the time of your download.

7.5 Warranty Conditions and Exclusions. The warranty in Clause 7.4 is conditional on, and shall not apply where:

1. “Official Source” means the official GraphDagger website, an authorised app store distribution channel approved in writing by the Company, or a distribution partner expressly authorised by the Company in writing. The warranty does not apply to copies of the Software obtained from any other source, including peer-to-peer networks, third-party download sites, unauthorised resellers, or “cracked” or modified versions;
2. the Software has been modified, altered, tampered with, repackaged, combined with other software, or otherwise subjected to any change after download from an Official Source, other than routine updates provided by the Company;
3. the defect, malware or non-conformance arises from or is caused by (i) the operating system, firmware, device drivers, hardware configuration or network environment of the device on which the Software is installed; (ii) other software or services with which the Software is combined or integrated; (iii) your acts or omissions in breach of these Terms or the Software documentation; or (iv) any event outside the Company’s reasonable control; or
4. the Software is used other than in accordance with its documentation, these Terms and applicable law.

7.6 Defect Reporting and Remediation. If you discover that the Software is defective, fails to operate in substantial conformity with its documentation, or otherwise breaches the warranty at Clause 7.4, you must:

1. inspect the Software on or promptly after installation and conduct such testing as is reasonable in the circumstances; and
2. notify the Company in writing of the suspected defect, non-conformance or warranty breach, by email to support@graphdagger.com, without undue delay and in any event within ninety (90) days of the date on which you first became aware, or ought reasonably to have become aware, of the relevant issue (the “Reporting Window”). Your notice must include a reasonable description of the suspected defect, the steps to reproduce it, the version of the Software, the operating system and hardware on which the Software was installed, and any error messages, logs, screenshots or other evidence reasonably necessary to enable the Company to investigate.

7.7 Effect of Late Reporting. Subject to Clauses 7.9 and 8.1, issues notified to the Company outside the Reporting Window shall not be eligible for remedy under Clause 7.4, and the Company shall have no obligation in respect of such issues. Nothing in this Clause 7.7 limits or excludes any statutory rights that a consumer may have under applicable consumer protection law that cannot be excluded or limited, or any right to bring a claim that is not dependent on having reported the issue to the Company.

7.8 Sole Remedy. Where the Company confirms (acting reasonably) that the Software fails to comply with the warranty at Clause 7.4 and the defect was notified within the Reporting Window, the Company shall, at its sole option and as your sole and exclusive remedy: (a) use reasonable endeavours to repair, patch or correct the defect; (b) provide a substitute or updated version of the Software that conforms to the warranty; or (c) terminate the Agreement and refund the Fees paid for the then-current Subscription Term on a pro-rata basis for the unused portion of that Subscription Term. Nothing in this Clause 7.8 limits the rights of a consumer under applicable consumer protection law.

7.9 Consumer Rights. Nothing in these Terms excludes or limits rights that you have under applicable law that cannot be excluded or limited. If you are a consumer in the United Kingdom, the Consumer Rights Act 2015 gives you certain statutory rights in relation to digital content, including that it must be of satisfactory quality, fit for a particular purpose made known to us, and as described. Nothing in Clauses 7.1 to 7.8, or elsewhere in these Terms, excludes or limits those statutory rights, and those statutory rights prevail over any inconsistent provision of these Terms. In particular, nothing in the Reporting Window in Clause 7.6 or the effects of late reporting in Clause 7.7 shall operate to deprive a consumer of rights or remedies available under the Consumer Rights Act 2015 or equivalent legislation.

8. Limitation of Liability & Indemnity

8.1 Nothing Excluded. Nothing in these Terms shall exclude or limit the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability under the Consumer Protection Act 1987; (d) your obligation to pay Fees when due; (e) your obligations under Clause 8.7 (Indemnity); or (f) any other liability that cannot be excluded or limited under applicable law.

8.2 Excluded Losses. Subject to Clause 8.1 and, where applicable, Clause 8.6, in no event shall the Company be liable to you (whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise) for any:

1. loss of profits, revenue, business, sales, contracts, opportunity or anticipated savings;
2. loss of goodwill, reputation or any reputational harm;
3. loss of or damage to data or information (including User Content);
4. business interruption, downtime or wasted management or staff time;
5. loss arising from any third-party claim or third-party action; or
6. any indirect, special, punitive, exemplary or consequential loss or damage,

in each case whether or not such loss or damage was foreseeable, known or in the contemplation of the parties at the time of entering into the Agreement.

8.3 Liability Cap. Subject to Clauses 8.1 and 8.6, the Company’s total aggregate liability to you arising out of or in connection with the Agreement, the Software, or your use of the Software, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, shall in no event exceed the greater of (a) the total Fees actually paid by you to the Company under the Agreement during the twelve (12) months immediately preceding the first event giving rise to the liability; or (b) one hundred pounds sterling (£100).

8.4 One Cap, Aggregate. The cap in Clause 8.3 is a single aggregate cap applying to all claims in the aggregate, whether arising from one event or a series of events. Multiple claims shall not entitle you to multiple or stacked caps.

8.5 Reasonableness. You acknowledge that the limitations and exclusions of liability set out in this Clause 8 are reasonable having regard to (a) the Fees payable under the Agreement; (b) the nature of the Software; (c) the risks associated with use of cyber security tools; (d) the availability of insurance; and (e) the commercial basis on which the Software is provided. The parties have negotiated and priced the Agreement on the basis of these limitations and exclusions.

8.6 Consumers. If you are a consumer, nothing in this Clause 8 excludes or limits any rights or remedies you may have under applicable consumer protection law, including the Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008, that cannot be excluded or limited by contract. Where any provision of this Clause 8 is, or would be, unenforceable as against you as a consumer, it shall be read down to the minimum extent necessary to be enforceable and the remainder of this Clause 8 shall continue to apply. Where you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence; loss or damage is foreseeable if it is either obvious that it will happen, or if, at the time the Agreement was made, both we and you knew it might happen.

8.7 Indemnity. You agree to indemnify, keep indemnified, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors and representatives (the “Indemnified Parties”) from and against any and all losses, damages, liabilities, claims, demands, proceedings, fines, penalties, judgments, settlements, costs and expenses (including legal costs on a full indemnity basis) suffered or incurred by any Indemnified Party arising out of or in connection with:

1. any breach by you of Clauses 1.4 (Authority Warranty), 3 (Permitted & Prohibited Uses), 4.6 (User Content Warranties), or the Agreement generally;
2. any act or omission by you that constitutes, or is alleged to constitute, an offence under the Computer Misuse Act 1990, the Investigatory Powers Act 2016, or any analogous law in any jurisdiction;
3. any breach by you of Export Laws or any other applicable law, regulation or regulatory requirement;
4. any third-party claim arising from your use of the Software (including, without limitation, claims by the owners or users of any system, network, device, file, communication or account on which you deploy the Software); or
5. any claim that your User Content, or the Company’s processing of User Content pursuant to these Terms, infringes, misappropriates or violates the intellectual property, privacy, data protection or other rights of any third party.

8.8 Indemnity Procedure. The Company shall: (a) promptly notify you of any claim for which it seeks indemnification under Clause 8.7; (b) allow you, at your cost, to control the defence and settlement of the claim (provided that you may not settle any claim in a manner that imposes any obligation, admission or liability on any Indemnified Party without the Company’s prior written consent, such consent not to be unreasonably withheld); and (c) provide you with reasonable cooperation in the defence of the claim, at your cost. The Indemnified Parties reserve the right to participate in the defence at their own cost using counsel of their choice.

8.9 Insurance. The Company maintains insurance policies appropriate to its business. The limitations and exclusions of liability set out in this Clause 8 are without prejudice to, and shall not limit or reduce, the Company’s ability to recover under any such insurance policy, and nothing in this Clause 8 shall be construed as limiting the Company’s right to recover from its insurers.

9. Governing Law & Dispute Resolution

9.1 Governing Law. These Terms, the Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, to the exclusion of any conflict-of-law rules that would apply the law of any other jurisdiction.

9.2 Tiered Dispute Resolution. If any dispute, controversy or claim arises out of or in connection with the Agreement (a “Dispute”), the parties shall seek to resolve it in accordance with the following procedure, save where urgent injunctive or equitable relief is required.

9.3 Stage 1: Good-Faith Negotiation. The party raising the Dispute shall give written notice to the other party setting out in reasonable detail the nature of the Dispute (a “Dispute Notice”). The parties shall, within thirty (30) days of the Dispute Notice, seek to resolve the Dispute through good-faith negotiation between senior representatives with authority to settle.

9.4 Stage 2: Mediation. If the Dispute is not resolved within the thirty (30) day negotiation period, the parties shall refer it to mediation administered by the Centre for Effective Dispute Resolution (CEDR) under the CEDR Model Mediation Procedure in force at the relevant time. The mediation shall take place in London, England, in the English language, and shall be conducted as soon as reasonably practicable. The costs of the mediator shall be borne equally by the parties. Each party shall bear its own costs of participating in the mediation.

9.5 Stage 3: Arbitration. If the Dispute is not resolved by mediation within sixty (60) days of appointment of the mediator (or such longer period as the parties may agree in writing), the Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules in force at the time of commencement of the arbitration, which Rules are deemed incorporated by reference into this Clause 9.5. The number of arbitrators shall be one (1), save that if the amount in dispute exceeds five hundred thousand pounds sterling (£500,000), the number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English. Any award rendered by the arbitrator(s) shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

9.6 Interim Relief. Notwithstanding the foregoing, either party may, at any time, apply to a court of competent jurisdiction for injunctive, interim or conservatory relief, including to preserve rights pending the outcome of negotiation, mediation or arbitration under this Clause 9, without being in breach of this Clause 9. An application for such relief shall not constitute a waiver of the right to arbitrate.

9.7 Consumer Carve-Out. If you are a consumer, nothing in Clauses 9.2 to 9.5 shall deprive you of the protection afforded to you by the mandatory provisions of consumer protection law, including the Consumer Rights Act 2015. In particular, nothing in this Clause 9 shall be construed as requiring you, as a consumer, to refer any claim to arbitration in circumstances where such a requirement is unenforceable against you under applicable consumer law. As a consumer, you retain the right to bring proceedings in the courts of your habitual residence, and proceedings may be brought against you only in those courts. The Company consents to such jurisdiction in respect of claims brought by consumers.

9.8 Jurisdiction (Non-Arbitrable Matters). To the extent that any Dispute is not capable of being referred to arbitration under this Clause 9 (including any claim by a consumer falling within Clause 9.7), the parties agree that, subject to mandatory law, the courts of England and Wales shall have exclusive jurisdiction to determine the Dispute. The Company retains the right to bring proceedings against any User before the courts of the country of that User’s habitual residence.

10. Confidentiality

10.1 Confidential Information. “Confidential Information” means any information disclosed by one party to the other in connection with the Agreement that is marked or identified as confidential or that a reasonable person would understand to be confidential, including (without limitation) the Software, its source code and object code, the Company IP, pricing, non-public documentation, security controls, technical and business information, and the terms of any commercial offer.

10.2 Each party shall (a) use the other party’s Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement; (b) not disclose the other party’s Confidential Information to any third party except to its personnel, advisers or contractors who have a need to know and who are bound by confidentiality obligations no less protective; and (c) protect the other party’s Confidential Information using no less than a reasonable standard of care.

10.3 The obligations in Clause 10.2 do not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

10.4 A party may disclose Confidential Information to the extent required by law, court order, regulatory requirement or binding request of a competent authority, provided (where lawful) that it gives the other party reasonable prior notice and cooperates in seeking appropriate protective measures.

11. General

11.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings and arrangements, whether oral or written, in relation to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any statement, representation, assurance or warranty not expressly set out in the Agreement. Nothing in this Clause 11.1 limits or excludes liability for fraud or fraudulent misrepresentation.

11.2 Assignment. You may not assign, transfer, charge, sub-contract or otherwise deal with any of your rights or obligations under the Agreement without the Company’s prior written consent. The Company may assign, transfer, charge, sub-contract or otherwise deal with any of its rights or obligations under the Agreement without your consent, including in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

11.3 Severance. If any provision of the Agreement is held by any court or competent authority to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected. If any provision (or part of a provision) would be valid if some part of it were deleted, it shall apply with the minimum modification necessary to make it valid.

11.4 Waiver. No failure or delay by a party to exercise any right or remedy under the Agreement or by law shall constitute a waiver. A single or partial exercise of any right or remedy shall not preclude any further exercise. A waiver is only effective if in writing signed by the waiving party.

11.5 No Partnership. Nothing in the Agreement constitutes a partnership, joint venture, agency, employment or fiduciary relationship between the parties. Neither party has authority to bind the other.

11.6 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, pandemic, epidemic, fire, flood, earthquake, explosion, internet or power failure, cyber-attack, or action of a governmental or regulatory authority. The affected party shall notify the other promptly and shall use reasonable endeavours to mitigate the effect of the event.

11.7 Notices. Any notice given under the Agreement shall be in writing and sent (a) to the Company, by email to legal@graphdagger.com with a copy to our registered office at 4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London, Greater London, United Kingdom, W1T 6EB; and (b) to you, by email to the email address to which your Licence Key was issued. A notice shall be deemed received on transmission if sent by email before 5:00pm on a Business Day, and otherwise on the next Business Day. “Business Day” means any day other than a Saturday, Sunday or public holiday in England.

11.8 Third-Party Rights. Save as expressly provided, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The Indemnified Parties under Clause 8.7 are expressly entitled to enforce the terms of Clause 8.7 as if party to the Agreement.

11.9 Language. All notices and communications given under or in connection with the Agreement shall be in English.

11.10 Counterparts and Electronic Acceptance. The Agreement may be accepted electronically. Your click-through acceptance on installation, or your continued use of the Software, shall constitute your acceptance with the same effect as a handwritten signature.

11.11 Compliance with Laws. Each party shall comply with all laws and regulations applicable to it in the performance of the Agreement.

12. Contact

If you have any questions about these Terms, please contact us at:

GRAPHDAGGER LTD
4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London, Greater London, United Kingdom, W1T 6EB
Company Number: 17075289
Email: legal@graphdagger.com
Support: support@graphdagger.com

END OF TERMS