Blueshift_Cybersecurity

License Agreements

Last Updated: 11-24-25

This End User License Agreement (“Agreement” or “EULA”) is a legal agreement between you (the entity or person identified in an order, “Customer”) and Blueshift Cybersecurity, Inc., a Delaware corporation with its principal place of business in Fort Myers, Florida (“Blueshift,” “we,” or “us”). This Agreement governs your access to and use of Blueshift’s products, including on-premise software (“On-Premise Software”), cloud-based services (“Cloud Services”), beta and evaluation versions (e.g., IntelliThreat), extended detection & response (XDR) and SOC-as-a-Service, as well as any professional services (“Professional Services”) provided by Blueshift (collectively, the “Products”).

BY PLACING AN ORDER (DIRECTLY WITH BLUESHIFT OR THROUGH AN AUTHORIZED CHANNEL PARTNER) OR BY USING OR ACCESSING THE PRODUCTS, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT USE THE PRODUCTS.

This Agreement is made up of: (1) this base agreement; (2) the Product Addendum (Exhibit 1); and (3) the applicable Policies. If any conflict arises, the Product Addendum governs first, then this Agreement, then the Policies.

  • Channel Partner: An authorized reseller, distributor, or other third party that markets, sells, or provides Blueshift Products.
  • Customer Data: All data submitted, stored, or processed by Customer via the Products.
  • Delivery: For On-Premise Software, the date Blueshift provides license keys or media; for Cloud Services, the date Blueshift grants login credentials.
  • Documentation: User manuals, guides, help files, specifications, and installation instructions for the Products.
  • Endpoint: Devices (e.g., desktops, servers, tablets) on which Endpoint Software is installed.
  • Evaluation / Beta Use (Beta): Pre-release or trial versions of Products provided for testing or evaluation (including IntelliThreat).
  • Feedback: Suggestions or enhancement requests submitted by Customer.
  • Fees: The amounts payable by Customer for licensed use, subscriptions, and services.
  • Maintenance & Support Services: Support and maintenance as defined in Blueshift’s Maintenance & Support Policy.
  • On-Premise Software: Blueshift software installed on Customer’s infrastructure.
  • Order: A purchase order or order form specifying Products, quantities, subscription terms, and Fees.
  • Policies: Blueshift’s relevant policies (Privacy, Security, Maintenance & Support, Beta, etc.) available at https://www.blueshiftcyber.com/policies.
  • Product Addendum: Exhibit 1, containing specific terms for particular Products.
  • Professional Services: Implementation, training, or consulting services ordered from Blueshift.
  • Subscription Term: The period during which Customer is licensed to use the Products as set forth in the Order.
  1. Orders. You may place Orders directly with Blueshift or with a Channel Partner. If you order via a Channel Partner, separate terms may apply between you and that Partner, but your use of Products remains subject to this EULA.
  2. Fees. Your Fees are set in the Order. Unless the Order states otherwise, Fees are non-refundable.
  3. Taxes. Fees exclude sales, use, VAT, GST, or other taxes. You are responsible for paying applicable taxes (except for taxes on our net income). If required to withhold taxes, you will “gross up” payments so Blueshift receives the full Fee.
  4. Payment Terms. For orders with Blueshift, you must pay invoices within fifteen (15) calendar days of receipt, unless stated otherwise. Payments are in U.S. dollars and must be made without offset.
  1. Privacy & Security. Blueshift applies reasonable technical and organizational measures to protect Customer Data. See our security policies on the Policies Page.
  2. Data Processing. Blueshift will process Customer Data (which may include personal data) in compliance with applicable laws. You represent that you have the right and consent to provide Customer Data to us.
  3. Third-Party Processors. We may use subprocessors to deliver our services, and they will be bound by the same privacy obligations.
  4. Threat Intelligence Data. Our Products may collect anonymized or aggregated threat intelligence data (e.g., file hashes, behavior profiles) (“Threat Intelligence Data”). We may use such data to improve our Products and share normalized information in threat feeds. Threat Intelligence Data is not considered Customer Data, and we may use it for any business purpose, so long as it is not identifiable to any specific customer.
  1. License Grant. You receive a non-exclusive, non-transferable license to use the Products for the duration of your Subscription Term, for your internal business.
  2. Feedback. Any Feedback you provide may be used by us without obligation or restriction.
  3. Ownership. Blueshift retains all rights to the Products; you retain all rights to your Customer Data.
  4. Restrictions. You must not:
    • Reverse engineer, decompile, or disassemble the Products (beyond what law allows);
    • Rent, lease, or sublicense the Products (unless via an authorized Channel Partner);
    • Use the Products to provide services to third parties;
    • Remove proprietary notices;
    • Compete with Blueshift by using the Products;
    • Perform unauthorized security testing or pentesting (unless agreed under Section 11);
    • Use the Products to store or transmit illegal/harmful content;
    • Share your credentials; or
    • Allow any third party to do the above.
  1. Credentials & Access. You are responsible for all user accounts you create, and you must notify us immediately if you believe credentials are compromised.
    1. Mutual Representation and Warranties. Each party represents and warrants to the other that: (i) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder; and (ii) it will not introduce into the Products any virus, worm, Trojan horse, time bomb, or other malicious or harmful code (excluding, however, any legitimate mechanism to disable operation of the Products after the expiration of a Subscription Term).
    2. Threat Intelligence Feeds. The  information provided via any threat intelligence feed is provided on an “AS-IS” and “AS-AVAILABLE” basis only.
    3. Endpoint Software. For Products that utilize Endpoint Software, Blueshift warrants that the Endpoint Software will conform in all material respects to the specifications detailed in the Documentation at the time of Delivery and, if Customer is entitled to receive Maintenance and Support Services, any Updates provided for the Endpoint Software will be compatible with the then-current Cloud Services or version of On-Premise Software, as applicable.
    4. Professional Services Limited Warranty. Blueshift warrants that the Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar types of services. For any breach of the foregoing limited warranty, Customer’s exclusive remedy shall be to terminate the applicable Professional Services and receive and refund any prepaid but unused Fees applicable to the non-compliant Professional Services.  
    5. Blueshift Products. The warranty for specific Blueshift Products is detailed in the Product Addendum. The limitation on warranties in Section 5.6 below, the exclusion of certain warranties in Section 5.7 below, and the disclaimer of actions set forth in Section 5.8 below, also apply to any warranties set forth in the Product Addendum.
  1. Mutual Authority. Both parties warrant they have authority to enter into this Agreement.
  2. Endpoint Software. If we provide Endpoint Software, we warrant that it will conform, in its delivered version, to the Documentation.
  3. Professional Services. We will perform Professional Services professionally and in line with industry standards. If services fall short, we will re-perform or refund the portion of Fees for the non-conforming work.
  4. Evaluation / Beta (including IntelliThreat). Beta Products are provided “AS IS”, without warranty. We have no obligation to provide support, updates, or fixes (unless agreed), and you take all risk for use in testing. You indemnify us from any claims or damage arising from your use of beta Products, except for gross negligence or willful misconduct.
  5. Cloud Services. We warrant that Cloud Services will materially conform to the Documentation. If not, we will either correct the issue or refund any unused prepaid Fees.
  6. Service Level. Our SLA, published in the Policies, defines availability and your remedies in case of failure.
  7. Limitation. Warranties do not cover misuse, unauthorized modifications, failure to apply updates, or use contrary to Documentation.
  8. Disclaimer. Except as stated, all Products are provided “AS IS,” and we disclaim all other implied or statutory warranties.
  9. Third-Party Systems. We are not liable for third-party internet services, hardware, or software outside our control.
  10.  
  1. No Consequential Damages. Except for breaches of confidentiality, IP, or indemnification obligations, neither party will be liable for lost profits, business interruption, data loss, or similar damage, even if advised of possibility.
  2. Liability Cap. Except for liability arising from confidentiality, IP infringement, indemnification, or gross negligence / willful misconduct, each party’s total liability is capped at the Fees paid in the prior 12 months.
  3. Exceptions. These limits do not apply where law prohibits such limitations or for third-party indemnity claims.
  1. By Blueshift. We will defend and indemnify you against third-party claims that the Products infringe U.S. IP rights, provided you promptly notify us and let us control defense and settlement. If infringement cannot be remedied, we may (a) procure a license, (b) replace/modify the Product, or (c) terminate the Agreement and refund unused prepaid fees. This indemnity does not cover claims arising from your modifications, combinations with other software, or failure to install updates.
  2. By Customer. You will defend and indemnify Blueshift (and its personnel) from third-party claims arising from your use of the Products (outside permitted uses), Customer Data, breach of this Agreement, or unauthorized testing or pentesting.
  1. For Cause. Either party may terminate for material breach if not cured within 30 days, or for insolvency/bankruptcy.
  2. Effect of Termination. Upon termination:
    • We stop providing Cloud Services and Professional Services;
    • You must cease use and remove On-Premise Software, and return any Blueshift hardware;
    • You pay any outstanding Fees;
    • We will, at your request, delete or return your Customer Data (subject to our data retention policies);
    • Any Blueshift hardware (e.g. devices) must be returned within fifteen (15) days, insured and at your cost.
  1. Definition. “Confidential Information” includes non-public business or technical information, pricing, test results, and terms of this Agreement.
  2. Obligation. Each party must keep the other’s Confidential Information secret, only use it to fulfill its obligations, and limit access to those who need it.
  3. Exceptions. Information is not confidential if it’s publicly known (through no breach), independently developed, or lawfully obtained from a third party.
  4. Remedy. Breach may cause irreparable harm; the non-breaching party may seek injunctive relief in addition to other remedies.
  1. Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules, and excluding UCITA and the U.N. Convention on Contracts for the International Sale of Goods.
  2. Venue. Any litigation will be in state or federal courts in Lee County, Florida. The prevailing party may recover reasonable attorneys’ fees.
  3. Arbitration. Disputes will be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, with one arbitrator, in Fort Myers, Florida. The arbitrator’s decision may be entered in any court with proper jurisdiction.
  1. Notice. You must give Blueshift’s SOC at least 48 hours’ prior written notice before beginning any penetration test (“PenTest”) that interacts with our XDR or infrastructure.
  2. Monitoring. Upon receipt of notice, our SOC will monitor the PenTest for any actions that may threaten system stability or security.
  3. Unauthorized Testing. If PenTest activities occur without proper notice, our SOC will inform you, but we are not required to continuously alert you unless you ask in writing.
  4. Additional Services. If you request alerts, reports, forensics, or post-test analysis, we will bill you at US$500/hour, invoiced separately and payable within 30 days.
  5. Risk & Liability. You acknowledge that penetration testing is done at your own risk. We are not liable for any damage, disruption, or loss caused by testing, except for gross negligence or willful misconduct.
  6. Acceptance. By initiating a PenTest under these terms, you agree to these conditions.
  1. Notices. All notices must be in writing (email, certified mail, or courier) to addresses set out in your Order. Notice of policy changes may be delivered via customer portal.
  2. Export Compliance. You agree to comply with U.S. export laws; you will not export or re-export the Products in violation of such laws.
  3. Usage Audit. We may audit your usage (e.g., number of Endpoints); if use exceeds licensed quantity, you agree to pay for the overage.
  4. Assignment. You cannot assign this Agreement (except in merger or sale) without our written consent.
  5. Waiver. A delay or failure to enforce a right is not a waiver.
  6. Relationship. We are independent contractors; nothing creates a partnership or agency.
  7. Force Majeure. Neither party is liable for failure to perform due to causes beyond its control (e.g., disasters, war, pandemic).
  8. Compliance with Laws. Each party must comply with applicable laws. We are not responsible for your industry- or domain-specific regulatory compliance.
  9. Severability. If a provision is invalid, the rest of the Agreement remains in effect.
  10. Amendment. Only a signed writing signed by both parties (or, for policy updates, as stated above) may modify this Agreement.
  11. Survival. Sections that by nature or purpose should survive (e.g., Confidentiality, Indemnification, Liability) will survive termination.
  12. Counterparts & Electronic Signature. This Agreement may be executed in counterparts, and electronic signatures are binding.
  13. Ultrahazardous Use. The Products are not designed for life-critical or ultra-hazardous systems (e.g., nuclear, aircraft, weapons).
  14. Beta / Evaluation Terms. If you are using a beta or evaluation Product under a written pilot or testing agreement, the terms in Section 5.4 of this Agreement apply.

EXHIBIT 1 – PRODUCT ADDENDUM

Part 1 – Cloud Services (XDR, SOC, IntelliThreat, etc.)

  1. License. During your Subscription Term, we grant you access to the Cloud Services (and any required Endpoint Software) for the number of Endpoints or users listed in your Order.
  2. Beta (IntelliThreat). If you are using IntelliThreat for MS365 (or any beta version), you acknowledge it is in test mode. We may modify, suspend, or terminate beta access at any time, with reasonable notice, and you accept the risks and disclaimers in Section 5.4.
  3. Service Level. For non-beta Cloud Services, we commit to an SLA as published in our Policies Page.
  4. Suspension. We may suspend your access to Cloud Services if there is misuse, security risk, or breach, giving notice and opportunity to cure where practicable.

Part 2 – On-Premise Software

  1. License. You may install On-Premise Software (including Endpoint Software) on the number of devices listed in your Order for internal business use only.
  2. Test / Disaster Recovery Copies. You may maintain reasonable test or DR instances of On-Premise Software in accordance with our Documentation.
  3. Updates. We may provide patches, bug-fixes, or maintenance updates (“Updates”) during your Subscription Term. You agree to deploy them promptly. We are not liable for any issues that arise if you do not apply Updates.
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