Terms and Conditions

1. Agreement

Please read these Terms and Conditions ("Terms") carefully before accessing the Immutaverse Platform ("Platform") or using the services available thereon ("Service") operated by Immutaverse, Inc. ("Immutaverse").

Any party accessing the Platform and/or using the Service ("Customer") is subject to compliance with these Terms. By accessing the Platform or using the Service, Customer (and anyone acting on Customer's behalf) agrees to be bound by these Terms. If Customer disagrees with any part of these Terms, Customer may neither access the Platform nor use the Service.

2. Definitions

  • "Customer Data" means any firmware images, configuration files, software, or related materials submitted by Customer to the Platform for analysis.

  • "Feedback" means Customer's comments, ideas, suggestions, or proposals provided to Immutaverse regarding the Platform or Service.

  • "Firmware" means third-party or Customer-owned software, configuration files, or operating system associated with a particular make and model of a single physical device. A single Firmware image typically has a size of less than 2GB.

  • "Immutaverse Platform" or "Platform" means the Immutaverse software and agentic governance infrastructure used to analyze, monitor, and enforce security and compliance policies for Customer-provided Firmware and connected devices.

  • "Intellectual Property Rights" means all intellectual property rights, including patents, copyrights, trademarks, and trade secrets.

  • "Raw Analysis Data" means the raw data Immutaverse produces from the analysis of Customer-provided Firmware and devices using the Platform.

3. Representations & Warranties

A. Customer represents and warrants that:

  • It has full power and authority to engage Immutaverse and use the Platform with all elements of Customer-provided firmware;

  • It will access the Platform and use the Service in accordance with this Agreement and all applicable laws and regulations, including applicable export controls;

  • It will use the Platform solely for lawful cybersecurity diagnosis, compliance assessment, and defense of Customer's own devices, products, or Firmware;

  • It will not (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise exploit the Platform; or (b) copy, create derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or modify the Platform, except as expressly permitted by applicable law; and

  • To the extent Customer uploads Firmware or other Customer Data to the Platform, Customer warrants that such content complies with these Terms and Immutaverse's Privacy Policy, and that Customer is either the original owner of such data or has the necessary rights and permissions to submit it for the security analysis described in the applicable Order Form.

  • Upon termination or expiration of the Term, Customer will immediately discontinue use of the Service and delete or destroy all copies of the Service in its possession or control.

B. Immutaverse represents and warrants that it will perform its obligations under these Terms:

  • In a professional and workmanlike manner with due care and diligence, consistent with the highest standards of quality customary in Immutaverse's industry;

  • In accordance with all applicable professional standards for the field of expertise; and

  • In compliance with all applicable laws, treaties, rules, regulations, and conventions.

EXCEPT FOR THE WARRANTIES EXPRESSLY GIVEN BY IMMUTAVERSE IN THESE TERMS, IMMUTAVERSE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IMMUTAVERSE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR FREE, WILL IDENTIFY ALL VULNERABILITIES IN A PRODUCT, OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

4. Ownership & Intellectual Property

Immutaverse grants Customer a limited, non-exclusive, non-transferable right to access the Platform and use the Service as outlined in any applicable Order Form, solely for Customer's own internal firmware security and device compliance purposes.

Except for the rights expressly granted under these Terms, Immutaverse retains all rights (including Intellectual Property Rights) in and to the Platform, Raw Analysis Data, Feedback, and any related documentation, including all updates and enhancements thereto. Customer will not delete or alter any copyright, trademark, or other proprietary notices of Immutaverse.

Customer owns any risk reports or compliance outputs generated based upon Customer Data provided by Customer.

5. Confidential Information

"Confidential Information" means all confidential or proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that, as evidenced by contemporaneous written records: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was already known to the Receiving Party at the time of disclosure; (iii) is received from a third party without breach of any obligation; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses for its own information of like kind (but in no event less than reasonable care), and shall: (i) use Confidential Information only for purposes authorized by or necessary to perform these Terms; and (ii) limit access to those Representatives who need such access and who are bound by confidentiality obligations no less stringent than those set forth herein.

Nothing in these Terms shall restrict either Party from using generalized knowledge, skills, experience, concepts, or techniques gained during the engagement, provided such use does not violate the confidentiality obligations of this Section.

6. Authorizations & Waivers

For the duration of any applicable Order Form, Customer grants Immutaverse a license to reverse engineer and make copies of Customer-provided Firmware and Customer Data, including both static and dynamic analysis, for the purpose of performing security research to assess risks associated with Customer-provided devices and Firmware.

Customer authorizes Immutaverse to circumvent any technical measures necessary to gain full access to Customer-provided Firmware, software, data, and metadata stored in Customer-provided materials, solely for the purpose of performing the security analysis agreed upon in an applicable Order Form.

7. Limitation of Liability

NEITHER IMMUTAVERSE NOR CUSTOMER SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO IMMUTAVERSE IN THE 12 MONTHS PRECEDING THE CLAIM.

8. General Provisions

  • Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules.

  • Arbitration. Any dispute arising under or in connection with these Terms shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in San Francisco, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court of competent jurisdiction. The expense of arbitration shall be shared equally by the Parties.

  • Renewal. At the end of the Initial Term or any Renewal Term, these Terms will automatically renew for a period equal to the Initial Term unless either Party provides written notice of non-renewal no less than 30 calendar days prior to the end of the then-current term. If no duration is specified, the default term is 12 months.

  • True-Up. If Customer exceeds the allotted number of scans or uploads in an existing Order Form, Customer agrees to pay additional fees on a pro-rata basis for each scan or upload beyond the allotted number. Immutaverse may invoice Customer for such fees at the end of the quarter in which they were incurred.

  • Fees. Fees are payable in USD. Payment on all invoices is due within thirty (30) days of the invoice date. Any dispute to charges must be communicated to Immutaverse within thirty (30) days of receipt of invoice.

  • Late Payment. Outstanding amounts past the due date will accrue interest at the lower of: (1) 1.5% per month, or (2) the maximum rate permitted by applicable law, calculated monthly until paid in full.

  • Taxes. Customer is solely responsible for all applicable goods and services taxes, sales taxes, value-added taxes, and excise taxes resulting from Customer's use of the Service, excluding taxes on Immutaverse's income.

  • Notices. All notices shall be in writing and deemed duly given when: (i) delivered by hand, or (ii) mailed by certified or registered mail, postage prepaid, on the third business day after mailing, to the address specified in the applicable Order Form or Agreement.

  • Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

  • No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

  • Waiver. No failure or delay by either Party in exercising any right under these Terms shall constitute a waiver of that right.

  • Import and Export Compliance. Each Party shall comply with all applicable import, re-import, export, and re-export control laws, regulations, treaties, and agreements.

  • Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

  • Publicity. Neither Party may make the existence or terms of this Agreement public, or use the other Party's names, logos, or trademarks without prior written permission, except that Immutaverse may disclose the existence of the engagement (but not its details) on its website or in promotional materials.

  • Severability. If any provision of these Terms is held invalid, it shall be modified to best accomplish the original intent to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

  • Survival. All provisions which by their nature should survive termination of these Terms shall survive.

  • Assignment. Neither Party may assign its rights or obligations under these Terms, in whole or in part, without the prior written consent of the other Party (not to be unreasonably withheld). Either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the other Party.

  • Entire Agreement. These Terms, together with any applicable Order Form(s), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, proposals, or representations, written or oral. In the event of conflict between these Terms and any Order Form, these Terms prevail unless the Order Form expressly amends them.

  • Modifications. Immutaverse reserves the right to modify these Terms from time to time. If a material change is made, Immutaverse will notify Customer by email or mail. The current version of these Terms can always be found at immutaverse.com/terms-and-conditions.