TERMS OF SERVICE

Revised September 11, 2023

These Terms of Service and the documents referred to herein explain how you or your organization (“you”, “your”), may use the services used by you through the SOOS, LLC (“SOOS”) software platform including but not limited to the website, documentation, data and tools (the “Services”). If you have a separate agreement with SOOS covering your subscription services then that agreement will supersede conflicting statements, if any, in these Terms of Service.

By using the Services, you agree to accept these Terms of Service and to comply with them.

SOOS

SOOS (“SOOS”, “Company”, “us”, “our”) is the provider and operator of the Services.

Terms

SOOS may revise these Terms of Service at any time. SOOS may, in its sole discretion, give you notice of the changes via email. The terms and process for changes to fees and payments is detailed separately below. SOOS may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. If you are using the Services as part of a free trial or via our demonstration app (https://app.soos.io/demo), the version of these Terms of Service which is in force at the beginning of your session will be applicable to your use of the Services during that particular session.

Please check this page from time to time for changes to these Terms of Service. These Terms of Service and any future changes will be binding on you.

Your Account

If you set up an account with SOOS, you are responsible for any use by that account’s use of the Services and for protecting your account details from unauthorized use.

When you subscribe to the Services, the number of seats selected at checkout should reflect the number of Contributing Developers (“Contributing Developers”) on your team. A Contributing Developer is an individual who has contributed in the last 90 days to software being scanned by SOOS. SOOS does not count contributions to public open source repositories.

You shall ensure that the maximum number of Contributing Developers shall not exceed the purchased number of seats. SOOS reserves the right to track the number of Contributing Developers and verify that you are paying for the appropriate number of seats and may invoice you for any additional fees due if discrepancies are found.

If you are registering a company, you hereby warrant that you have authority to bind your company to these Terms of Service. Furthermore, you hereby warrant that you are at least 18 years of age and if you are not, that you have the permission of your parent or guardian to register and/or use the Services in accordance with these Terms of Service.

Your Rights

You are granted a non-exclusive, non-transferable, revocable right to use the Services only for your internal business operations and in accordance with these Terms of Service.

This license shall remain in effect until such time as these Terms of Service are terminated by you or SOOS as detailed in the Termination section below. You agree that you will only use the Services in accordance with the terms and conditions set out in these Terms of Service, and that you will not redistribute or transfer all or any part of the Services.

You acknowledge and agree that all intellectual property rights to the Services anywhere in the world belong to SOOS, regardless of where they are installed or integrated, and that you have no rights in or to the Services other than the right to use them in accordance with these Terms of Service.

If you breach these Terms of Service and such breach results in the creation of derivative works (“Derivative Works”), you hereby assign with full title all such Derivative Works to SOOS. Such assignment does not preclude SOOS from taking any legal or other action against you for breaching these Terms of Service, including for infringement of our intellectual property rights.

At any time, you may provide suggestions, comments, feedback, or other ideas (“Ideas”) to SOOS with respect to the Services. If you forward your Ideas to SOOS, in doing so you grant SOOS an unlimited right and license to use, reproduce, license or otherwise distribute the Ideas as SOOS wishes, without any restrictions, including payment to you.

Our Services

Over time SOOS will develop and offer new features and functionality to the Services. These Terms of Service shall apply to all new services, features, and functionality in the Services.

You agree and acknowledge that SOOS makes no guarantee to the accuracy and completeness of the Services, and therefore cannot warrant that:

The Services will find and monitor or is aware of all vulnerabilities that may be used by your application. SOOS strives to improve and build upon its and others’ use of open-source vulnerability databases, but cannot guarantee that it will have knowledge of all vulnerabilities.

SOOS will be able to fix or recommend a fix to vulnerabilities found using the Services.

All open-source licensing information is accurate or complete as it relates to the packages used in your applications. SOOS does not offer professional or legal advice and strongly recommends that you not solely rely on SOOS’s interpretations of legal use of packages or any open-source code used by your application.

Any patch developed or upgrade recommendation made by SOOS will not break the functionality of your application or will not result in the introduction of new vulnerabilities. You acknowledge and agree that it is your responsibility to assess the impact of a recommended upgrade or patch before using it.

You understand and agree that the recommendations and suggestions made by SOOS in relation to code updates and/or fixes, license interpretations, and scan results are for your general information. Therefore, the interpretations, advice and recommendations made by SOOS and its Services must not be solely relied upon. Further, SOOS will not be liable for any damages or costs suffered as a result of SOOS’s failure to find, identify, fix vulnerabilities, monitor vulnerabilities, interpret license attributes or restrictions, or for any damage or loss suffered as a result of a fix or recommendation or any other service provided by SOOS.

Access to Our Services

You understand and agree that your use of the Services will be dependent upon which plan you choose. The details of each plan can be found at: https://app.soos.io/pricing-calculator/.

SOOS intends to make your Services available to you 24 hours a day, 7 days a week, 365 days a year, but SOOS cannot guarantee that the Services will always be available.

Reasons for Services not being available or being interrupted include but are not limited to:

Maintenance. Your Services may be unavailable or interrupted due to required planned maintenance services. In the event of a planned maintenance event, SOOS will provide notice via email. In the case of emergency maintenance, however, you understand and agree that service interruptions may be required without notice.
Beyond our Control. Your Services may be unavailable, interrupted or delayed due to network or facility issues. SOOS will not be liable for interruptions to your Services because of events outside of our control.

For the purposes of customer support, your use of the Services grants SOOS the right to access your web dashboard as a “viewer”, with permissions equivalent to those of a user created with the viewer role via the Users page (https://app.soos.io/users). In the event that SOOS views your account in the course of support activities, a SOOS-generated user will appear on the Users page of your account. If you wish to deny SOOS the ability to review your web dashboard as a viewer, you may turn off the “Allow Customer Success to View Account” setting on the Organization page (https://app.soos.io/organization) of the web dashboard . Turning the “Allow Customer Success to View Account” setting to “off” could hamper SOOS’s ability to troubleshoot issues you report.

Your Use of the Services

You may not use, transfer, or allow access to the Services in whole or in part to any third party or non-licensed entity. All materials published or available on the Services including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations are referred to as the content (“Content”).

The rights granted to you to use the Services prohibits you from the following:

Making available through any means in whole or in part any of the Services, including but not limited to scraping or crawling.
Copying or accessing all or any part of the Services, other than through the interface(s) provided to you.
Embedding the Services, or data provided by the Services, into any other product or service.
Using any automated or manual process to copy or access any part of the Services including but not limited to web-crawlers, bots, or scripts.
Altering, disabling, or reconfiguring any security features installed around the Services.

Without written permission from SOOS you also agree not to do any of the following:

Use the Services in any way that breaches any applicable local, national or international law or regulation.
Copy, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Services in any form by any means.
Reverse compile, disassemble, or reverse engineer all or any part of the Services.
Use the Services to provide services to third parties, including using the Services, for projects that are not owned or used by you. For example, if you use Services as a managed-service provider on behalf of five of your clients, you would be obligated to purchase five licenses to SOOS’s services–one for each of your clients.
Use the Services to develop any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system; or provide archived or cached data sets containing Content to another person, entity or software program.
Access any part of the Services, Content, data or information you do not have permission or authorization to access or for which SOOS has revoked your access.
Use robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape the Content, data or information from the Services, or otherwise use, access, or collect the Content, data or information from the Services using automated means
Use services, software or any manual or automatic device, tool, or process designed to circumvent any restriction, condition, or technological measure that controls access to the Services in any way, including overriding any security feature or bypassing or circumventing any access controls or use limits of the Services;
Cache or archive the Content (except for a public search engine’s use of spiders for creating search indices);
Take action that imposes an unreasonable or disproportionately large load on our network or infrastructure; and
Engage in a prohibited use of the Services may result in civil, criminal, and/or administrative penalties, fines, or sanctions against the user and those assisting the user.

Subscriptions and Fees

The details and pricing of the plan you choose can be found on the Pricing Sheet at https://app.soos.io/pricing-calculator. These fees do not include VAT.

If you choose a plan that requires payment, Stripe, SOOS’s third party payments provider, will bill your payment card for the appropriate fee in advance or shortly after the date you subscribe to your plan. You will be charged periodically (monthly or yearly, based on your chosen subscription type) thereafter, until terminated by you or us. All fees are non-refundable. For detailed information on how Stripe handles changes to subscriptions and billing-related behavior such as account prorations, see Stripe’s documentation (https://stripe.com/docs/billing/subscriptions/prorations).

SOOS reserves the right to withhold the Services until the relevant fees have been paid in full.SOOS reserves the right to change our payment plans or fees at any time. If you do not agree to the changes, you may cancel your subscription via the Billing page in the SOOS user dashboard.

When you cancel your subscription to Services you will not be charged at the start of the next billing cycle, and may continue to use Services until that next billing milestone. After your subscription to Services ends, your ability to access Services ends, and SOOS will purge all user and project history data associated with your account as described in the Termination section of this agreement.

Data

SOOS claims no rights to your property whether it be intellectual property or otherwise. This includes any of your applications or material you may send to us in our performance of the Services.

Your use of the Services may require SOOS to inspect some or all of your projects and we may send all or parts of your projects’ metadata to SOOS’s servers in order to deliver the Services to you. The information we collect may include but is not necessarily limited to project specific information including the project name and metadata, as well as each project’s dependency information (“Project Data”). Therefore, SOOS requires and you hereby grant SOOS a worldwide, non-exclusive, royalty free license to store, use, reproduce, display and transmit the Project Data, and any other materials transmitted via the Service to the extent necessary for your use and our delivery of the Services. SOOS may also use this Project Data for analytical use to allow SOOS to enhance and improve our Services. This license does not grant SOOS the right to share any identifiable Project Data with any third party without your written permission. This license shall remain in effect until and unless these Terms of Service are terminated.

No personal or company identifiable information, including Project Data, will be shared with any third party without written authorization from you unless required by legal action.

Third-Party Content

The Services contain links to third-party websites, resources, and advertisers (collectively, “Linked Content”). SOOS does not control, endorse, sponsor, recommend or otherwise accept responsibility for any of this Linked Content. Because we are not responsible for the availability of these outside resources, or their contents or privacy practices, you should direct any concerns regarding any Linked Content to such site.

Your Usage Data

SOOS will collect and save the information showing your usage of the Services (“Usage Data”). This Usage Data is used by SOOS for analytical purposes to see how you are using the Services and to help SOOS find ways to improve our Services and to ensure your use of the Services falls within a reasonable range for your licensed number of Contributing Developers. No identifiable data will be shared with any third party without your prior written permission or by an order of law.

Limitation of Liability

By using the Services, you understand and agree to the limitations on our liability to you that include but are not limited to the following:

SOOS shall not be liable for any loss of profits, business, anticipated savings, goodwill or business opportunity, business interruption, loss, or damage of data or information as a result of your use of the Services.
SOOS’s maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with your use of the Services shall be limited to the higher of either: i) the total amount paid to us in the 12-month period preceding the date on which the claim arose; or ii) $100.00.
SOOS is not responsible for any loss or damage caused by any inaccurate, incomplete, or invalid content information, instructions or scripts provided to SOOS by you or your designated third party in connection with the Services, and
SOOS is not responsible for any action taken or not taken by SOOS at your request or direction.

Indemnification

By using the Services you agree to defend, indemnify and hold harmless SOOS, its officers, directors, employees, and agents against any and all losses, damages, expenses and costs, including reasonable attorney’s fees relating to your breach of these Terms of Service.

Termination

These Terms of Service will be in place as long as you continue to use the Services. You may, however, terminate these Terms of Service at any time, for any reason. If you wish to Terminate these Terms of Service you will be required to notify SOOS via email (support@soos.io) asking to have your account deleted, at which point SOOS will delete your account within three business days and you will cease using the Services in their entirety. Offline backups of your data will be deleted within 32 days.

When your subscription ends, either for lack of payment or through an explicit request to cancel Services via the billing page, SOOS will delete all user account data as soon as 32 days and no later than 90 days after your subscription ends.

SOOS may terminate these Terms of Service with you immediately, without notice, in the event you breach these Terms of Service, or SOOS decides to discontinue the Services.

Upon termination of the Services all rights granted to you under these Terms of Service, including any licenses, shall cease immediately and you will be required to:

Immediately cease use of all of the Services; and
If applicable, immediately uninstall, remove, or delete or return to SOOS all copies of any software or tools used in the provision of the Services from all computer equipment in your possession or control.
Pay all fees due and payable to SOOS at the time of termination in accordance with these Terms of Service.

International Users

The Service is controlled, operated, and administered by SOOS from our offices within the United States. If you access the Service from a location outside of the United States, you are responsible for compliance with all local, federal and international laws.

Assignment

You may not assign, transfer, or sub-license any or all of your rights, interests, or obligations under these Terms of Service without prior written consent from SOOS.

Waiver

The waiver of any right or remedy under these Terms of Service shall not be deemed a waiver of other or all rights or remedies under these Terms of Service nor shall it be deemed a waiver of any subsequent breaches or default. The delay or failure by a party to exercise any right or remedy provided under these Terms of Service shall not be considered a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Severability

If any provision of these Terms of Service is held to be illegal or unenforceable in a judicial proceeding, it shall be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, such provision shall be severed and considered inoperative and the remainder of these Terms of Service shall remain operative and binding.

Joint Venture

It is understood and agreed that nothing in these Terms of Service shall be deemed or construed as creating a partnership or joint venture between the parties or any third party.

Enforceability

Only the parties to these Terms of Service, and their successors and permitted assignees, shall have the right to enforce any of its terms.

Agreement

These Terms of Service, together with any exhibits and schedules and any other documents referred to herein, constitute the entire agreement between the parties and supersedes all prior agreements, and understandings between the parties both written and oral.

Governing Law/Jurisdiction

These Terms of Service are governed by and shall be construed in accordance with the laws of the state of Delaware. The parties agree that all disputes arising out of or in connection with these Terms of Service shall be exclusive to the Courts of Delaware.

Contact us

For all matters concerning the Services or these Terms of Service, please email support@SOOS.io