Terms of Service

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 (“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.

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

2. 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. If you are using the
Services as a Freemium user, as detailed on our website, 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.

3. 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.

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.

4. 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 (“Enhancements”), you hereby assign with full title all such
Enhancements 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.

5. 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.
SOOS commits that the Services will be performed in a professional and workman
like manner. This commitment shall not extend to any unauthorized use of the
Services, or any unauthorized modification made to the Services by you or any third
party. You understand and agree that SOOS has no obligation to modify or alter the
software to support your use of 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.
● Similarly, that 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’ 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 and 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.

6. Access to our Services
SOOS intends to make the 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. SOOS plans to perform scheduled maintenance
services outside of normal business hours (8:30 am to 5:30pm EST time) and to give
you at least three days’ 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.

7. 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.
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 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 of the Services in any
form by any means.
● reverse compile, disassemble, 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.

SOOS reserves the right to suspend or cancel your use of the Services without
notice in the event you breach these Terms of Service or if we believe that you have
breached these Terms of Service.

8. Subscriptions and Fees
The details and pricing of the plan can be found on the Pricing Page at https://
SOOS.io/pricing, these fees do not include VAT.
If you choose a plan that requires payment, SOOS, or our third-party vendor, 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 each month thereafter, until
terminated by you or us. All fees are non-refundable.
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 will be required to email SOOS ([email protected])
requesting SOOS delete your account and you will be required to stop using the
Services within 30 days (“Grace Period”) of the date the new fee or payment plan
becomes effective. You will continue to be charged at your current rate for the
Services until the end of the Grace Period. Upon earlier of the expiration of the

Grace Period or your discontinuation of use of the Services these Terms of Service
will be deemed to have been terminated by you. If you agree to the new changes to
our payment plans or fees you may continue using the Services and your next bill
will reflect the new fees.
All fees must be paid without any deduction or withholding of any kind. You may
contest any payments due to SOOS, in writing within 10 days of the due date. Any
corresponding documentation must also be included with your written statement.
Once received, SOOS will review and determine in its sole discretion whether any
deduction is warranted.

9. 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 will require SOOS to inspect some or all of your projects
and we may send all or parts of your projects to SOOS 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 projects 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 or required by
legal action. All Project Data collected and analyzed is used to improve SOOS and
the Services

10. 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. No
identifiable data will be shared with any third party without your prior written
permission or by an order of law.

11. 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, 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 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.

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

13. 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 asking to have your account deleted, at which point SOOS will delete your
account and you will cease using the Services in their entirety. [email protected]
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.

14. 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.

14. 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.

15. 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.

16. 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 share remain operative and binding.

17. 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.

18. 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.

19. 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.

20. 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.

21. Contact us
For all matters concerning the Services or these Terms of Service, please
email [email protected]