Terms & Condition

By using our website or services, you agree to these terms. Please review them to understand your rights and responsibilities. Contact us if you have any questions.

Between

(1) Trusteed Inc., a Delaware corporation licensed to do business in California, with its principal office at 2880 Zanker Road, Suite 203, San Jose, CA, and Delaware File No. [●] (“Trusteed”);

and

(2) The Customer as identified in the applicable Order (“Customer”).

Background

A. Trusteed provides a cloud-based security platform that includes (i) continuous asset discovery and vulnerability scanning across cloud, web applications and internet-facing assets; (ii) cloud security and compliance automation (e.g., SOC 2/ISO 27001/HIPAA evidence collection and reporting); and (iii) IP reputation/blocklists and cyber threat intelligence APIs delivered on a SaaS basis (collectively, the “Services”).

B. The Customer wishes to use the Services for its internal business purposes, and (where permitted by its Plan) to deliver services to its own end customers.

C. Trusteed agrees to provide, and the Customer agrees to take and pay for, the Services subject to these Terms and the applicable Order (together, this “Agreement”).

1. Definitions

1.1 In this Agreement, the following terms have the meanings set out below:

“Agreement” means these terms and conditions together with each Order, schedules, annexes and any documents expressly incorporated by reference.

“App” means Trusteed’s hosted web application available at app.trusteed.io (or such replacement URL notified by Trusteed from time to time).

“Business Day” means any day which is not a Saturday, a Sunday or a bank/public holiday in the place whose laws govern this Agreement.

“Confidential Information” means the provisions of this Agreement and, in relation to either Party, all information that is confidential in nature, in any form or medium, including commercial, financial, marketing or technical information, accounts, business plans, business methods, strategies and forecasts, customer/sales/supplier information, software, processes, methods, know‑how and trade secrets, whether disclosed orally, in writing or electronically, before or after the Effective Date.

“Customer User” means any employee, agent, contractor and/or consultant of the Customer who is authorized to use the Services on the Customer’s behalf.

“Effective Date” means the date the relevant Order is accepted by Trusteed.

“End Customers” means customers of the Customer on whose behalf the Customer may use the Services (e.g., where the Customer is an MSSP), as permitted by the applicable Plan.

“Fees” means the applicable fees for the Services as set out in a Plan and the corresponding Order.

“Force Majeure” means any event beyond a Party’s reasonable control affecting that Party’s ability to perform its obligations (other than payment), including acts of God, fire, flood, war, terrorism, riot, strikes, lockouts, industrial action, failure of utilities, telecommunications or internet services, or compliance with any law or governmental order.

“Intellectual Property Rights” means any and all rights in and to patents, copyrights, database rights, design rights, trade marks, service marks, domain names, know‑how, business methods/processes, whether registered or unregistered, including applications for any of the foregoing, and all other intellectual property rights anywhere in the world.

“Order” means the specific order for Services as accepted by Trusteed during the sign‑up or procurement process.

“Party/Parties” means Trusteed and/or the Customer, as the context requires.

“Plan” means the tiered plan for the Services (e.g., Startup, Pro, Enterprise or any other plan made available by Trusteed) including permitted usage (such as number of assets/Target Systems/tenants), features and the relevant Fees and Term as set out in the applicable Order.

“Platform” means the Trusteed software platform (including the App and any APIs) via which the Services are provided, including all versions, updates and improvements, and any related tools, methods, models, know‑how, code and functionality owned or developed by Trusteed.

“Platform Data” means usage, statistical and other operational data generated from use of the Platform, in aggregated and anonymized form only, and never including information that individually identifies a Customer or its End Customers.

“Service Specification” means the then-current description of the Services, features and capabilities published by Trusteed on trusteed.io and/or trusteed.io (including product pages describing CTEM, vulnerability scanning, compliance automation and IP intelligence), as updated from time to time to reflect enhancements and improvements.

“Target System” means a Customer or End Customer asset in scope for the Services, including any internet-facing host, domain, subdomain, DNS zone, IP address, cloud account/subscription, container registry, web application or API endpoint, as identified in the App or in an Order. Where the same system is discovered/monitored under multiple identifiers, each separate entry in the App counts as a unique Target System unless the Plan states otherwise.

“Term” means the subscription period set out in the Plan/Order, including any Renewal Periods. Unless expressly stated otherwise in the Order, the Services are sold on an annual commitment basis (12 months). Payment may be Annual Paid Monthly (APM) or Annual Paid Upfront (APU) as indicated in the Order.

“Weakness” means a configuration, missing patch, credential, code deployment or control gap which is likely to, or can be demonstrated to, reduce/undermine the security of a Target System or the information it stores, processes or transmits.

“Trial” means a no‑charge evaluation subscription to the Services as described in the Order, for the period specified therein (default fourteen (14) consecutive days), solely for evaluation and non‑production purposes.

“Trial Start Date” means the date on which Trusteed enables Customer access to the Services under the Trial.

“Trial End Date” means the earlier of (i) the end of the Trial Term specified in the Order; or (ii) the date the Trial is terminated in accordance with these Terms.

“Trial Term” means the period from the Trial Start Date through the Trial End Date.

1.2 Drafting Conventions
(a) Headings are for convenience only and do not affect interpretation.
(b) Words in the singular include the plural and vice versa. References to a person include any entity.
(c) “Including”, “in particular” and similar expressions shall be construed without limitation.
(d) References to clauses are to clauses of these Terms unless otherwise stated.

2. The Services and Use Rights

2.1 Provision. Subject to Trusteed’s acceptance of an Order, timely payment of Fees and compliance with this Agreement and the applicable Plan, Trusteed will provide the Customer with access to the Services during the Term.

2.2 Permitted Use. Depending on the Plan:
(a) the Customer may use the Services for its own internal business purposes in relation to its own Target Systems; and
(b) where expressly permitted (e.g., MSSP/multi‑tenant plans), the Customer may use the Services to provide managed services to its End Customers and may grant End Customer users access to the Platform strictly as configured by the Customer (e.g., per‑tenant, read‑only scopes).

2.3 Access Control. The Customer is responsible for (i) configuring and managing Customer Users and End‑Customer access, roles and permissions; (ii) keeping accounts and credentials secure; and (iii) all activity under its accounts.

2.4 Data Processing. Where Trusteed processes personal data on the Customer’s behalf in providing the Services, the Parties will comply with Schedule 1 (Data Processing Agreement), which is incorporated by reference.

2A. Free Trial Terms (if applicable)

2A.1 Eligibility; Scope. The Trial is offered at Trusteed’s discretion and may be limited to one Trial per Customer organization. The Trial is solely for evaluation and non‑production use. Where expressly permitted in the Order/Plan, the Customer may include limited End Customer Target Systems for proof‑of‑concept only; End Customers may not be granted direct access to the Platform unless the Plan explicitly enables tenant‑scoped access configured by the Customer.

2A.2 No Fees; Conversion to Paid Plan. The Trial is provided at no charge. If the Customer has provided a payment method or expressly authorized billing, then unless the Customer cancels via the App or by written notice to billing@trusteed.iobefore the Trial End Date, the subscription will automatically convert on the Trial End Date to the annual commitment plan selected in the Order (default APM – Annual Paid Monthly unless APU is selected). Fees will begin accruing from the conversion date at the then‑current rates in the Order. For new paid subscriptions created by such conversion, the 14‑day cooling‑off in clause 6.7 applies from the conversion date.

2A.3 Service Level; Support; Indemnities. During the Trial the Services are provided “AS IS” without service levels, uptime commitments, credits or the IP indemnity in clause 8.4. Trusteed will use commercially reasonable efforts to maintain availability but may modify, limit or suspend Trial features at any time.

2A.4 Customer Obligations. Customer responsibilities in clause 3 apply during the Trial, including obtaining all necessary permissions/authorizations for scanning/testing Target Systems and managing access/credentials. Customer is solely responsible for any use of the Services under its accounts.

2A.5 Data; Retention. Customer may export its Trial data at any time during the Trial. Trusteed may delete Trial data 30 days after the Trial End Date unless the subscription converts to a paid plan. Platform Data may be retained in aggregated/anonymized form.

2A.6 Termination. Either Party may terminate the Trial at any time by notice. Upon termination or expiration of the Trial without conversion: access ceases immediately and Trusteed has no obligation to continue providing the Services. Clauses intended to survive (including confidentiality and limitation of liability) will continue as applicable.

2A.7 Conflict. If there is any conflict between this clause 2A and other provisions of the Agreement, this clause 2A controls during the Trial.

3. Customer Responsibilities

3.1 The Customer will perform its responsibilities under this Agreement and acknowledges that Trusteed’s provision of the Services depends on the Customer doing so.

3.2 The Customer represents and warrants that it has, and will maintain throughout the Term, all permissions, authorizations and consents necessary to allow the Services to interact with Target Systems (including cloud accounts, domains, web apps and APIs) and to authorize Trusteed to conduct non‑destructive security tests and evidence collection for compliance purposes.

3.3 Where the Services are used outside the jurisdiction of the governing law, the Customer is solely responsible for ensuring local legal compliance (e.g., scanning/testing permissions, data residency, export controls).

3.4 The Customer will not, and will not permit any third party to:
(a) copy, frame, mirror, modify, create derivative works of, or distribute any part of the Platform except as expressly permitted;
(b) reverse engineer, decompile or disassemble any part of the Platform except to the extent such restriction is prohibited by law;
(c) use knowledge of the Platform/Services to build a competing product;
(d) resell or sublicense the Services except as permitted under clause 2.2;
(e) use the Services to store or transmit infringing, libellous or otherwise unlawful material, or to conduct any activity that violates applicable law or third‑party rights.

4. Security; Scope; Disclaimers

4.1 Non‑Destructive Testing. The Services may use automated, non‑destructive security tests and evidence collection across Target Systems (e.g., agentless cloud checks, web and API scans). Tests may temporarily increase network bandwidth usage and/or system load. Trusteed is not responsible for consequences arising from Customer network or processing capacity limitations.

4.2 No Creation of Weaknesses. Trusteed will ensure that it does not introduce new, or worsen existing, Weaknesses and will not enable unauthorized access to Target Systems. The Services will not intentionally perform denial‑of‑service, destructive payloads or exploit execution.

4.3 No Exhaustiveness Guarantee. The Services are not bespoke to the Customer and may not identify all Weaknesses or misconfigurations. Compliance automation (e.g., SOC 2/ISO) facilitates control mapping and evidence collection but does not constitute legal, accounting or audit advice, and does not guarantee audit outcomes. IP reputation and risk scoring are probabilistic and provided for enrichment/triage.

4.4 Excluded Uses. The Customer will avoid testing production systems in a manner that violates its own acceptable‑use policies or third‑party terms, and will whitelist Trusteed scanners/IPs as reasonably requested.

5. Intellectual Property

5.1 Trusteed (and its licensors) owns all Intellectual Property Rights in and to the Services, the Platform and Platform Data.

5.2 No rights are granted to the Customer other than the limited, non‑exclusive, non‑transferable right to access and use the Services during the Term in accordance with this Agreement and the applicable Plan.

5.3 The Customer grants Trusteed a non‑exclusive, worldwide right to use Customer-provided logos and marks solely to identify the Customer as a customer in accordance with clause 16 (Publicity), subject to any reasonable brand‑use guidelines provided.

6. Fees and Payment

6.1 Annual Commitment & Billing. Unless the Order states otherwise, subscriptions are annual commitment plans.

(a) APM (Annual Paid Monthly): Fees are billed monthly in equal instalments during the 12‑month Term. The Customer commits to the full 12‑month value.

(b) APU (Annual Paid Upfront): Fees for the entire 12‑month Term are invoiced on the Effective Date.

If paid by card, the Customer authorizes Trusteed to take automatic charges for the applicable instalments or renewal amounts until cancellation at the end of a Term in accordance with this Agreement.

6.2 Fees are exclusive of value‑added/sales/withholding or similar taxes and duties, which shall be paid by the Customer in addition, where applicable.

6.3 If any sum is overdue, Trusteed may (a) suspend access to the Services; and (b) charge interest at 4% per annum above the base rate of the central bank applicable to the governing law jurisdiction (or, if greater, the maximum rate permitted by law).

6.4 Trusteed may modify Fees prospectively and will notify the Customer via the App, email or other electronic means. Increased Fees take effect at the start of the next billing period, subject to clause 6.6 Promotional offers/discounts may be offered at Trusteed’s discretion, subject to their own terms.

6.7 Cancellation & Refunds (Cooling‑Off). For new subscriptions or renewals, the Customer may cancel within 14 days of the Effective Date (or renewal date) for a full refund of amounts paid for that period; access will terminate upon cancellation. After the 14‑day period, all Fees are non‑cancellable and non‑refundable except as required by law or expressly stated in this Agreement.

6.8 Early Termination Fee (APM). If the Customer elects to terminate an APM subscription for convenience after the 14‑day period and before the end of the Term (and Trusteed agrees in writing to such early termination), the Customer must pay an early termination fee equal to 50% of the unpaid fees remaining in the Term.

6.9 No Early Termination Refunds (APU). For APU subscriptions, amounts paid are non‑refundable after the 14‑day period.

6.10 Plan Changes; True‑Ups. In‑Term upgrades (e.g., increased assets/tenants/features) are billed pro‑rata for the remainder of the Term and co‑terminate with the existing Term. Downgrades or reductions in committed quantities take effect at the next Renewal Period only.

7. Confidentiality

7.1 Each Party will keep the other Party’s Confidential Information secret and will not use or disclose it except to perform this Agreement or with the other Party’s prior written consent. Disclosures to employees/agents/consultants must be under obligations no less protective than these.

7.2 The obligations in this clause do not apply to information that: (a) is or becomes public other than through breach; (b) was lawfully known to the receiving Party before disclosure; (c) is independently developed without use of the other’s Confidential Information; or (d) is required to be disclosed by law/court order (provided reasonable advance notice is given where lawful).

7.3 Each Party will ensure its personnel and permitted subcontractors are aware of and comply with these confidentiality obligations.

7.4 This clause survives termination.

8. Warranties and Indemnities

8.1 Trusteed warrants that during the Term: (a) the Services will materially conform to the Service Specification and be provided with reasonable skill and care in accordance with good industry practice; (b) it has full right, power and authority to enter into this Agreement; and (c) to its knowledge, the Platform/Services do not infringe third‑party Intellectual Property Rights.

8.2 Except as expressly stated, all conditions, warranties or other terms (including implied terms of satisfactory quality, fitness for purpose and non‑infringement) are excluded to the fullest extent permitted by law.

8.3 The Customer warrants that: (a) it (and its signatory) has full right, power and authority to enter into this Agreement; and (b) it has obtained and will maintain all third‑party rights and permissions necessary to allow Trusteed to perform the Services (including scanning and data‑processing consents).

8.4 Trusteed will indemnify the Customer against third‑party claims alleging that the Services infringe Intellectual Property Rights, subject to the limitations/exceptions in this Agreement. Trusteed’s obligations do not apply to claims arising from: (i) Customer data or instructions; (ii) combinations with products/services not provided by Trusteed; or (iii) use not in accordance with the Service Specification or this Agreement.

8.5 The Customer will indemnify Trusteed against third‑party claims arising from the Customer’s breach of clause 3 or 7, or violation of law, including claims by End Customers.

8.6 Indemnity Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of claims; (b) provide reasonable cooperation (at the indemnifying Party’s expense); and (c) allow the indemnifying Party to control the defence/settlement, provided no settlement imposes obligations or liabilities on the indemnified Party without its prior written consent (not to be unreasonably withheld).

9. Limitation of Liability

9.1 Nothing in this Agreement limits a Party’s liability for death/personal injury caused by negligence, fraud/fraudulent misrepresentation, or any liability that cannot lawfully be excluded/limited, or the Customer’s obligation to pay Fees.

9.2 Subject to clause 9.1, neither Party is liable for: special, indirect, incidental, consequential or punitive damages; loss of profits, revenue, business, contracts, savings or goodwill; or loss/corruption of data, in each case however caused and regardless of theory of liability, even if advised of the possibility of such damages.

9.3 Subject to clauses 9.1 and 9.2, Trusteed’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed £1,000,000 (one million pounds) or USD 1,250,000 (one million two hundred fifty thousand US dollars), whichever is lower, unless the Order specifies a different cap.

9.4 Trusteed has no liability to any End Customer unless Trusteed has a direct written agreement with that End Customer.

9.5 Trial Liability Cap. Notwithstanding clause 9.3, during the Trial only, Trusteed’s aggregate liability arising from or related to the Trial (whether in contract, tort (including negligence) or otherwise) is capped at the lower of USD 100 or GBP 100, except that nothing limits liability under clause 9.1.

10. Term; Termination; Suspension

10.1 This Agreement begins on the Effective Date and continues for the Term unless terminated as set out herein.

10.2 Auto‑Renewal; Non‑Renewal. Subscriptions renew automatically for successive Renewal Periods equal to the original Term unless either Party gives written notice of non‑renewal at least 30 days before the end of the then‑current Term. Prepaid Fees are non‑refundable except as expressly stated in clause 6 (Fees and Payment).

10.3 Either Party may terminate for material breach not remedied within 30 days of written notice identifying the breach.

10.4 Trusteed may immediately suspend the Services or terminate this Agreement if Fees are not paid when due, or if provision of the Services is or becomes unlawful in the relevant jurisdiction.

10.5 On termination for any reason: (a) all rights to access/use the Services cease immediately; and (b) provisions intended to survive (including clauses 6 (to the extent of unpaid Fees), 7, 8, 9, 13 and 15) will continue in full force and effect.

10.6 Convenience Termination. Except as expressly permitted under clause 6 (including the 14‑day cooling‑off and APM early termination fee), the Customer has no right to terminate for convenience during a Term. Trusteed may, at its discretion, agree to an early termination subject to payment of the applicable amounts under clause 6.

11. Force Majeure

11.1 A Party will not be in breach nor liable for delay/failure in performance (other than payment obligations) caused by a Force Majeure event, provided it (a) promptly notifies the other Party and keeps it informed; and (b) uses reasonable efforts to mitigate the effects.

11.2 If a Force Majeure event continues for more than 30 days, either Party may terminate this Agreement on written notice while the event continues.

12. Parties; Assignment; Relationship

12.1 The Customer may not assign, transfer or otherwise dispose of any rights or obligations under this Agreement without Trusteed’s prior written consent (not to be unreasonably withheld). Trusteed may assign to an affiliate or in connection with a merger, acquisition or sale of assets, on notice.

12.2 There are no third‑party beneficiaries to this Agreement, and no person other than the Parties has rights to enforce it.

12.3 Nothing in this Agreement creates a partnership, joint venture or employment/agency relationship between the Parties.

13. Construction

13.1 Entire Agreement. This Agreement is the entire agreement between the Parties for the subject matter and supersedes all prior proposals and agreements. Each Party acknowledges it has not relied upon any statement not expressly set out herein. Nothing excludes liability for fraudulent misrepresentation.

13.2 Severability. If any provision is held invalid or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid/enforceable, and the remaining provisions remain in effect.

13.3 Waiver. A failure or delay to exercise any right is not a waiver. A waiver must be in writing and signed, and applies only to the specific instance.

13.4 Variation. Changes to this Agreement must be in writing and signed or expressly agreed by both Parties (including via the App and click‑through consent).

13.5 Language. This Agreement is in the English language. If translated, the English version controls.

14. Notices

14.1 Notices must be in writing and sent by email to legal@trusteed.io (or such other address notified via the App) and to the email address specified in the Customer’s Order/account. Notices are deemed delivered at 9:00am recipient’s local time on the first Business Day after sending, provided no error message indicates failure of delivery.

14.2 Formal complaints relating to the Services may be submitted via the in‑app support widget or to support@trusteed.io.

15. Governing Law and Jurisdiction

15.1 This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑laws principles.

15.2 The Parties submit to the exclusive jurisdiction of the state courts of Delaware and the federal courts sitting in Wilmington, Delaware.

16. Publicity

Trusteed may identify the Customer as a customer of the Services and may display the Customer’s name and logo on Trusteed’s websites and marketing materials. Upon reasonable notice, the Customer agrees to consider acting as a reference for prospective customers. Any broader case studies or press releases require the Customer’s prior consent.