Censys Starter Terms of Service

Last Updated: October 26, 2026

These Censys, Inc. Terms of Service (these “Terms of Service”) apply to and form a contract between Censys, Inc. (“Censys”) and the organization that submits an Order (as defined below) for a Subscription (as defined below) (“Customer”), and govern all Orders and the provision of the Service (as defined below) included in each Order. These Terms of Service, together with all applicable exhibits, attachments, addenda, and Orders, are the complete agreement of Censys and Customer regarding Customer’s order and use of the Service under each Order. Censys may update these Terms of Service from time to time. These Terms of Service shall be effective on the earliest of (the “Effective Date”): (a) the date Customer clicks a button or checkbox indicating its agreement with these Terms of Service; (b) the date Customer submits an Order incorporating these Terms of Service; and (c) Customer’s use of the Service. In the event of a conflict, these Terms of Service prevail over an exhibit, attachment, addendum, or Order. If an individual submits an Order on behalf of an entity or company, such individual hereby represents that he or she is authorized to submit the Order on behalf of such entity or company and to bind such entity or company to these Terms of Service.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF CUSTOMER HAS ENTERED INTO A SEPARATE MASTER SERVICES AGREEMENT WITH CENSYS FOR THE SERVICE, THEN THE TERMS OF THAT SIGNED CENSYS MASTER SERVICES AGREEMENT ARE INCORPORATED HEREIN FOR ALL PURPOSES AND CONTROL.

1. DEFINITIONS

  • 1.1 “Billing Cycle” means the recurring monthly period for which Customer is charged the Subscription fee, beginning on the date Customer’s Subscription is activated (or, for each Renewal Term, on the date of the applicable renewal) and continuing for one month.
  • 1.2 “Censys Free Customers” means Customers who have registered for an Account authorizing them to use the Censys Free service.
  • 1.3 “Starter Customers” means Customers who have registered for an Account and purchased a Subscription authorizing them to use the Censys Starter service.
  • 1.4 “Starter Pro Customers” means Customers who have registered for an Account and purchased a Subscription authorizing them to use the Censys Starter Pro service.
  • 1.5 “Non-paying Customers” means Censys Free Customers and all unregistered Customers.
  • 1.6 “Paid Services” means the Censys Starter service and the Censys Starter Pro service (each, a “Paid Service”).
  • 1.7 “Paying Customers” means Starter Customers and Starter Pro Customers.
  • 1.8 “Search Query” means a query submitted through the Service by or on behalf of Customer.
  • 1.9 “Censys Data” means the data provided through the Service.
  • 1.10 “Censys Property” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by Censys prior to or outside the scope of these Terms of Service and any improvement, modification, extension or other derivative works thereof and all Intellectual Property Rights thereto including without limitation the Service, the Censys Data and Aggregated Data (as defined below).
  • 1.11 “Collections” means the saved collections of Censys Data, assets or Search Queries that Customer configures and maintains within the Service, as described in the Documentation.
  • 1.12 “Credit” means a unit of Service consumption granted to Customer’s Organization under its Subscription for each Billing Cycle, as further described in Section 2.6. Each Search Query or other Credit-consuming action taken in the Service consumes one (1) Credit, unless otherwise specified in the Documentation.
  • 1.13 “Documentation” means any documentation regarding the Service that is provided or made available by Censys to Customer in electronic or other form, as may be updated by Censys at any time.
  • 1.14 “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trademarks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
  • 1.15 “Order” means the Subscription to a Paid Service selected and paid for by Customer through Censys’ self-serve checkout, as agreed to by Customer by clicking an “Accept,” “Subscribe” or similarly marked button or checkbox linking to these Terms of Service. No separate signed order form is required for a Subscription.
  • 1.16 “Organization” means Customer’s organization workspace within the Service, with which Customer’s Account, Subscription, Credits, Collections and Registered Users are associated.
  • 1.17 “Rollover” means the carry-forward of unused Credits granted for a Billing Cycle for use during the immediately following Billing Cycle only, after which such Credits expire, as further described in Section 2.6.
  • 1.18 “Service” means the Paid Service identified in Customer’s Order (including any Censys Property used to provide such Paid Service), as made available by Censys to Customer under these Terms of Service.
  • 1.19 “Subscription” means Customer’s recurring monthly subscription to a Paid Service purchased under an Order, which renews automatically each Billing Cycle until cancelled or terminated in accordance with these Terms of Service.
  • 1.20 “Usage” means, for each Order, the usage limitations applicable to Customer’s access to and use of the Service, including the number of Registered Users and the number of Credits granted per Billing Cycle for the applicable Paid Service, as set out in the Order and the Documentation.

2. SERVICE

  • 2.1 Service License. Subject to payment of all fees due under the Order and compliance with all terms of these Terms of Service including, without limitation, with respect to Usage, Censys grants Customer a nonexclusive, non-transferable license (without the right to sublicense) during the term of Customer’s Subscription to access and use the Service and the Censys Data only for Customer’s internal, first-party business use. The Service is not provided for, and may not be used for, the enrichment of any third-party product or service. Customer’s access to the Service, and the Credits for Customer’s first Billing Cycle, will be activated immediately upon Censys’ successful processing of Customer’s payment at checkout. Except for the limited rights and licenses expressly granted hereunder, no other license is granted by Censys and no other use is permitted.
  • 2.2 Customer Systems. Customer is responsible for providing all equipment, subscriptions, credentials, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Service at its facility (collectively, “Customer Systems”). Customer shall ensure that all Customer Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.
  • 2.3 Service Access. The Service will be made available on a software-as-a-service basis by means of the Internet or through other electronic means. Customer will identify a username and password (“Account Credentials”) that will be used to set up Customer’s account (“Account”). Customer is permitted only the number of registered users included in the Paid Service identified in its Order (each, a “Registered User”). Unless otherwise specified in the Order or the Documentation, each Starter and Starter Pro Subscription includes one (1) Registered User. Customer may not share its Account Credentials or Registered User credentials with anyone, including but not limited to, employees of Customer who are not individually authorized as Registered Users. All Registered Users must be directly employed or subcontracted by Customer. To the extent that Censys authorizes any Customer login credentials not administered by Censys (“Authorized Credentials”) to access cloud databases containing Censys Data, Customer may not under any circumstances share such Authorized Credentials with any third party for the purpose of accessing Censys Data. The sharing of Account Credentials or Authorized Credentials to access the Service is strictly prohibited, unless explicitly authorized in writing by Censys. Customer agrees to take all necessary steps to protect the confidentiality of Account Credentials and Authorized Credentials and to ensure that appropriate procedures are in place to prevent misuse. Customer shall be responsible for the acts or omissions of any person who accesses the Service using Account Credentials, Authorized Credentials or any other access procedures provided to or created by Customer. Censys reserves the right to refuse registration of, or to cancel, login credentials that violate these Terms of Service. Customer agrees to notify Censys immediately upon learning of any unauthorized use of Customer’s Account, Account Credentials, Authorized Credentials or any other breach of security with respect to the Service or the Censys Data. From time to time, Censys’ personnel may access Customer’s Account in order to maintain or improve the Service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
  • 2.4 Service Availability. Censys will use commercially reasonable efforts to maintain the Service availability to send and receive data, subject to downtime resulting from maintenance, repairs and upgrades. Censys will attempt to notify Customer electronically via the Service in advance of any planned downtime. Notwithstanding the foregoing, Censys will not be liable for any failures in the Service or any other problems which are related to: (a) the Customer Systems; or (b) outages to telecommunications or public Internet backbones, networks or servers, or other equipment or service outside of Censys’ facilities or control.
  • 2.5 Service Support. Censys will provide Customer with email support for Customer’s use of the Service, as reasonably determined by Censys.
  • 2.6 Credits. (a) Monthly Credit Grant. For each Billing Cycle for which the Subscription fee has been successfully paid, Censys will grant to Customer’s Organization the number of Credits included in Customer’s Paid Service as set out in the Order and the Documentation. Credits are granted per Billing Cycle and are not a one-time pool. (b) Consumption. Each Search Query or other Credit-consuming action taken in the Service by Customer or any Registered User shall draw down one (1) Credit from the Credits then available to Customer’s Organization (“Active Credits”), unless a different consumption rate is specified in the Documentation. (c) Rollover and Expiry. Active Credits not used during the Billing Cycle in which they were granted will roll over for use during the immediately following Billing Cycle only. Any Credits not used by the end of that following Billing Cycle will expire and will no longer be eligible for use (“Lapsed Credits”). (d) Cancellation and Lapse. All Active Credits expire and become Lapsed Credits upon the effective date of cancellation of Customer’s Subscription (being the end of the then-current Billing Cycle) or upon the lapse of Customer’s Subscription under Section 4.4. (e) Caps; No Overages. Credits may not be used in excess of the Active Credits available to Customer’s Organization. No additional Credits may be purchased for, and no overage fees apply to, a Subscription. (f) Legacy Credits. Credits purchased by Customer before the date on which Customer’s Organization transitioned to a Subscription (“Legacy Credits”) remain subject to the terms under which they were purchased, including that Legacy Credits must be used within 12 months from the date of the applicable order, after which they become Lapsed Credits. (g) No Liability. As between the parties, Customer agrees Censys shall not be liable in any manner for, or in connection with, Lapsed Credits or any conversion of Active Credits to Lapsed Credits related thereto, and Customer shall be solely responsible for use of all Active Credits prior to the date on which they become Lapsed Credits.
  • 2.7 Organization Status After Cancellation or Lapse. Upon the effective date of cancellation of Customer’s Subscription under Section 10.3, or upon lapse of Customer’s Subscription under Section 4.4, Customer’s Organization will be placed in a limited state in which: (a) no further Credits are granted and all remaining Active Credits expire; (b) elevated data access associated with the Paid Service is removed; and (c) Customer’s Collections are paused. Customer’s Account will otherwise remain available on the terms applicable to Censys Free Customers. Customer may purchase a new Subscription at any time through the Service, subject to these Terms of Service.

3. LICENSE RESTRICTIONS AND CUSTOMER OBLIGATIONS

  • 3.1 Service License Restrictions. Customer shall use the Service solely for Customer’s own internal, first-party business operations and not offer the Service for resale or other consideration to any third party. The Service and the Censys Data are provided for Customer’s internal use only and may not be used to enrich, augment, supplement or otherwise support any product or service offered to third parties. Customer shall not, directly or indirectly: (a) use the Service, the Censys Data or any Censys Property or Confidential Information (as defined below) to create any service, software, product or system; or (b) provide the Service, the Censys Data or any Censys Property, in whole or in part, to any third party, including as a stand-alone product, service, application, file, report or database.
  • 3.2 Additional Service License Restrictions. Customer shall not, directly or indirectly: (a) use or enable any third party to use any Censys Data, Censys Property, or Confidential Information, or any derivatives of any of the foregoing, as prompts or inputs, or otherwise to train any artificial intelligence, machine learning or language models or similar technology or systems; (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Service (except and only to the extent that these restrictions are expressly prohibited by applicable law); (c) encumber, sublicense, transfer, distribute, sell, rent, lease, loan, time-share or use the Service in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy, edit, alter, adapt, combine, create derivative works of or otherwise modify the Service, the Censys Data or any Censys Property; (e) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information it obtains or learns through the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; (f) use the Service or any Censys Property in any manner that does not comply with all applicable laws, rules and regulations or for any malicious or deceptive purposes; (g) use the Service or any Censys Property in any manner that adversely impacts the stability of Censys’ servers or adversely impacts the behavior of other applications using the Service or interferes or attempts to interfere with the proper working of the Service or any activities conducted on the Service; (h) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Service, other than by using an authorized API, or permit third parties to obtain the Service from Customer’s website through unauthorized web crawling, data mining, spiders, bot technology or screen scraping; or (i) bypass any security or privacy settings or measures Censys may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service) or any Censys Property. Customer shall use all commercially reasonable efforts to prevent unauthorized access to or use of the Service. Customer agrees to immediately notify Censys of any actual or suspected unauthorized use or access of the Service and provide reasonable assistance to Censys in the investigation and prosecution of any such unauthorized use or disclosure.
  • 3.3 No Implied License. Except for the limited license expressly granted herein, no other license is granted, no other use is permitted and Censys (and its licensors) shall retain all right, title, and interest in and to the Service, the Censys Data, the Censys Property, the Documentation and Censys’ logos. As between Censys and Customer, the Service, the Censys Data, the Censys Property, the Documentation and the Censys brand features, including any and all Intellectual Property Rights therein, are and shall at all times remain the sole and exclusive property of Censys and are protected by applicable intellectual property laws and treaties.

4. ORDERS, FEES, AND PAYMENTS

  • 4.1 Order. Customer’s Order is placed through Censys’ self-serve checkout and specifies the Paid Service subscribed to, the Subscription fee payable for each Billing Cycle, and the Usage (including the Credits and number of Registered Users) included in such Paid Service. Censys shall only be responsible for providing the Paid Service identified in the Order for so long as Customer’s Subscription remains active and paid.
  • 4.2 Subscription Fees. In consideration for the Service, Customer shall pay, in advance for each Billing Cycle, the Subscription fee for the Paid Service specified in the Order. The Subscription fee corresponds to the Paid Service selected, which includes a fixed number of Credits per Billing Cycle. Credits are capped at the number included in the Paid Service; no add-on Credit packs are available for, and no overage fees are charged under, a Subscription. If Customer requires additional Credits or Registered Users, Customer may upgrade to a higher Paid Service through the Service, in which case the new Subscription fee will apply as specified through the Service at the time of upgrade.
  • 4.3 Payment Terms. Subscription fees are payable only by credit or debit card through Censys’ third-party payment processor; payment by ACH, wire or invoice is not available for a Subscription. By submitting an Order, Customer authorizes Censys (directly or through its payment processor) to charge the payment card provided by Customer (a) immediately upon submission of the Order, for the first Billing Cycle, and (b) automatically at the start of each subsequent Billing Cycle, for the then-current Subscription fee, in each case plus applicable taxes, until Customer’s Subscription is cancelled or terminated in accordance with these Terms of Service. Customer acknowledges that its payment card information will be stored by Censys’ payment processor for such recurring transactions and agrees to keep its payment information accurate and current. All payments shall be made in US dollars and shall be nonrefundable, and no refunds, credits or proration will be provided for partial Billing Cycles, unused Credits or cancellation. Customer agrees to reimburse Censys for all costs (including attorneys’ fees) incurred by Censys in collecting payments. In addition to its other rights and remedies, Censys may, at its option, suspend Customer’s access to the Service or terminate these Terms of Service and the Order in the event that Customer is not current in the payment of fees owed to Censys.
  • 4.4 Failed Payments; Grace Period; Lapse. If a Subscription renewal charge is declined or otherwise fails, Customer’s Subscription will be placed in a past-due state for a period of up to 30 days from the renewal date (the “Grace Period”). During the Grace Period: (a) Censys (directly or through its payment processor) may automatically retry the charge one or more times; (b) Customer may update its payment method through the Service; and (c) Customer will retain access to the Service and to its existing Active Credits, but no Credits for the new Billing Cycle will be granted unless and until the renewal charge succeeds. If the renewal charge succeeds during the Grace Period, the Credits for the new Billing Cycle will be granted upon payment and the Subscription will continue. If the renewal charge has not succeeded by the end of the Grace Period, Customer’s Subscription will lapse: Customer’s access to the Paid Service will be revoked, all Active Credits will expire and become Lapsed Credits, and Customer’s Organization will be placed in the limited state described in Section 2.7.
  • 4.5 Chargebacks and Payment Disputes. If Customer initiates a chargeback or otherwise disputes a charge with its card issuer or payment processor, Censys may immediately suspend or disable Customer’s Organization and its access to the Service pending resolution of the dispute, without liability to Customer. Customer agrees to contact Censys at [billing@censys.com] to resolve any billing question before initiating a chargeback. If a chargeback is upheld, or Customer otherwise remains not current in the payment of fees owed to Censys, Censys may terminate these Terms of Service and the Order in addition to its other rights and remedies.
  • 4.6 Taxes. All Subscription fees are exclusive of any applicable federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes). Applicable taxes will be calculated based on the billing information provided by Customer and added to the Subscription fee at checkout and on each renewal. Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Censys’ net income. Customer is responsible for providing accurate and current billing information, including, where applicable, a valid VAT, GST or similar tax identification number, and may provide Censys with a valid certificate of exemption from the requirement of paying sales, use or other purchase related taxes, if applicable.

5. CONFIDENTIALITY

  • 5.1 Scope. “Confidential Information” means all financial, business, operational, marketing or technical information disclosed by or for a party in relation to any Order or the Service or otherwise, whether disclosed in tangible, written, oral or electronic form, that is of a nature that should reasonably be considered to be confidential and proprietary. Without limitation, the Service, the Censys Property, the Documentation and all pricing information are Censys’ Confidential Information. Confidential Information expressly excludes any information to the extent that a recipient can demonstrate such information is (a) already known by it prior to receipt from the disclosing party without restriction; (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party; (c) generally available to the public without breach of these Terms of Service; or (d) independently developed by the recipient without reference to or use of any of the disclosing party’s Confidential Information. Notwithstanding anything to the contrary herein, Censys Data is expressly acknowledged and agreed by the parties to constitute Censys’ Confidential Information for the purposes of these Terms of Service. For the avoidance of doubt, any elements of Censys Data that may be available to the public shall not diminish the confidentiality of Censys Data as provided to Customer.
  • 5.2 Confidentiality. Except for the specific rights expressly granted by these Terms of Service, the receiving party shall not use, copy or disclose any of the disclosing party’s Confidential Information without the disclosing party’s prior written consent. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations hereunder. The receiving party shall only disclose the disclosing party’s Confidential Information to the receiving party’s employees, contractors and agents (“Representatives”) who have a need to know such information for the purposes of these Terms of Service, are bound by substantially similar confidentiality obligations and shall use reasonable care to safeguard the disclosing party’s Confidential Information. The receiving party shall be responsible for any breach of confidentiality by its Representatives. Promptly upon the disclosing party’s request at any time, the receiving party shall return all of the disclosing party’s tangible Confidential Information, permanently erase all of the disclosing party’s Confidential Information in electronic form and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Notwithstanding the foregoing, either party may provide a copy of these Terms of Service or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry.
  • 5.3 Compelled Disclosure. Nothing herein shall prevent a party from disclosing any Order or these Terms of Service or any of the other party’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided that, prior to any such disclosure, the receiving party shall (to the extent lawful): (a) promptly notify the disclosing party in writing of such requirement to disclose; and (b) cooperate with the disclosing party, at the disclosing party’s expense, in protecting against or minimizing any such disclosure or obtaining a protective order.

6. PROPRIETARY RIGHTS

  • 6.1 Censys Data; Censys Property. Censys (and/or its licensors) shall own all Intellectual Property Rights, and all other right, title and interest, in and to the Service, the Documentation, the Censys Data and the Censys Property. Customer shall not redistribute or resell the Censys Data. Censys shall not have any obligation to store any Censys Data or Collections beyond the term of Customer’s Subscription or following termination of these Terms of Service.
  • 6.2 Service Feedback. Customer may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Service (“Feedback”). All Feedback provided to Censys is entirely voluntary and may be used freely by Censys for the development of the Service.
  • 6.3 General Learning; Aggregated Data. Customer agrees that Censys and its agents and affiliates are free to (a) collect, use, edit, host, store, reproduce, modify, distribute and create derivative works of Search Queries, provided that Censys will not publish Search Queries in a manner that, directly or indirectly, identifies Customer or any individual person (“De-identified Search Data”), (b) collect, use and create derivative works of data regarding Service usage and performance derived from the Service; (c) aggregate such data with other data to create compilations and analysis of such data in an aggregate and de-identified form (the “Aggregated Data”); and (d) use, copy, modify, edit, host, store, reproduce, create derivative works of, publish, distribute and disclose such Aggregated Data in a manner that does not, directly or indirectly, identify Customer or any individual person. Censys shall own all right, title and interest to the De-identified Search Data, Aggregated Data and any derivative works thereof. In addition, Censys shall be free to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Search Queries or otherwise acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer).

7. WARRANTIES AND DISCLAIMERS

  • 7.1 Service. Censys represents and warrants to Customer that the Service will operate in all material respects in accordance with the Documentation. Any warranty claim under this Section 7.1 must be made in writing within 30 days after performance of the portion of the Service giving rise to the claim. Censys’ sole liability and Customer’s exclusive right and remedy for a breach of such warranty is for Censys to correct or re-perform the nonconforming Service.
  • 7.2 Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS SECTION 7 AND SUBJECT TO SECTION 9.3, TO THE FULLEST EXTENT PERMITTED BY LAW, CENSYS HEREBY DISCLAIMS (FOR ITSELF, ITS AFFILIATES AND THEIR SUPPLIERS) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE SERVICE (AND ANY PORTION THEREOF, INCLUDING CENSYS DATA) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CENSYS MAKES NO WARRANTY THAT THE SERVICE OR ANY CENSYS DATA WILL MEET CUSTOMER’S REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE. CENSYS MAKES NO REPRESENTATIONS, AND DISCLAIMS ANY AND ALL LIABILITY, WITH RESPECT TO THE PERFORMANCE OF CUSTOMER’S PRODUCTS, SERVICES AND ANY OTHER COMMERCIAL OFFERINGS OF CUSTOMER INTO WHICH THE CENSYS DATA MAY HAVE BEEN INCORPORATED. CENSYS ADDITIONALLY MAKES NO GUARANTEES, WARRANTIES, OR PREDICTIONS REGARDING THE OUTCOME OF ANY RESULTS GENERATED USING THE SERVICE. CENSYS FURTHER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, VALIDITY, RELIABILITY, AVAILABILITY, OR COMPLETENESS OF ANY INFORMATION, INCLUDING WITHOUT LIMITATION ANY INFORMATION PRODUCED OR GENERATED BY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING.

8. INDEMNIFICATION

  • 8.1 Censys Infringement Indemnity. Except as provided below, Censys agrees to: (a) defend Customer against any allegation, demand, claim, action, proceeding or suit (each, a “Claim”) by a third party that Customer’s authorized use of the Service infringes any US patent or copyright or misappropriates any trade secret of such third party; and (b) indemnify Customer for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement arising out of such Claim; provided that (x) Customer promptly provides Censys with written notice of such Claim and reasonable cooperation, information, and assistance in connection therewith, and (y) Censys shall have sole control and authority to defend, settle or compromise such Claim (provided that Censys may not settle any Claim unless the settlement unconditionally releases Customer of all liability). If the Service becomes or, in Censys’ opinion, is likely to become, the subject of any injunction preventing its use as contemplated herein, Censys may, at its option: (1) obtain for Customer the right to continue using the Service; or (2) replace or modify the Service so that it becomes non-infringing, without substantially compromising its principal functions. If (1) and (2) are not reasonably available to Censys, then it may terminate these Terms of Service and the Order upon written notice to Customer and refund to Customer any unused prepaid fees under such Order for the Service, prorated for the remainder of the then-current Billing Cycle. Notwithstanding the foregoing, Censys shall have no liability or obligation to Customer under this Section 8.1 with respect to any Claim or Loss to the extent based upon: (i) Search Queries; (ii) Censys Data; (iii) any unauthorized use of the Service; (iv) any modification or combination of the Service with data, software, hardware, or systems not provided by Censys; (v) any portion of the Service that implements Customer’s specific requirements; (vi) Customer’s continuing allegedly infringing activity after being notified to cease use as provided for herein; or (vii) Customer’s continuing use of any version of the Censys Property after being provided modifications that would have avoided the alleged infringement. The foregoing states the sole and exclusive liability of Censys, and Customer’s sole and exclusive remedy, with respect to any actual or alleged violation of Intellectual Property Rights by the Service or any part thereof or by its use or operation.
  • 8.2 Customer Indemnity. Customer agrees to: (a) defend Censys against any Claim by a third party that results from or arises out of (i) any breach by Customer of the restrictions in Section 3 of these Terms of Service, or (ii) any product, service or other commercial offering of Customer into which any Censys Data has been incorporated, or with respect to which Customer utilizes the Service; and (b) indemnify Censys for any Losses awarded by a court of competent jurisdiction or agreed to as part of a monetary settlement and arising out of such Claim; provided that (x) Censys promptly provides Customer with written notice of such Claim and reasonable cooperation, information, and assistance in connection therewith, and (y) Customer shall have sole control and authority to defend, settle or compromise such Claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases Censys of all liability).

9. LIMITATION OF LIABILITY

  • 9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING THE SUBJECT MATTER OF THESE TERMS OF SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF OR DAMAGE TO DATA, LOSS OR INTERRUPTION OF USE INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH LAPSED CREDITS OR ANY CONVERSION OF ACTIVE CREDITS TO LAPSED CREDITS RELATED THERETO, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 9.2 EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE AND THE ORDER, AND TO ANYTHING WHICH IT HAS DONE OR NOT DONE IN CONNECTION WITH THE SAME (WHETHER FROM BREACH OF CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE), SHALL BE LIMITED, IN AGGREGATE FOR ALL CLAIMS ARISING, TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CENSYS UNDER THE ORDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
  • 9.3 NOTHING IN THESE TERMS OF SERVICE EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR ANY BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (PROPRIETARY RIGHTS), FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OR FOR ANY OTHER LIABILITY WHICH MAY NOT LAWFULLY BE EXCLUDED OR LIMITED, EVEN IF ANY OTHER TERM OF THESE TERMS OF SERVICE WOULD OTHERWISE SUGGEST THAT THIS MIGHT BE THE CASE.

10. TERM AND TERMINATION

  • 10.1 Term of these Terms of Service. These Terms of Service shall commence on the Effective Date and continue in effect for so long as Customer has an active Subscription or otherwise accesses or uses the Service.
  • 10.2 Subscription Term; Automatic Renewal. Unless earlier terminated as set forth herein, Customer’s Subscription begins on the date Censys successfully processes Customer’s payment for the Order and continues for one Billing Cycle (the “Initial Term”). Thereafter, the Subscription will renew automatically for successive Billing Cycles (each subsequent Billing Cycle, a “Renewal Term”), and Customer’s payment card will be charged the then-current Subscription fee at the start of each Renewal Term in accordance with Section 4.3, unless and until Customer cancels its Subscription in accordance with Section 10.3 or the Subscription lapses or is terminated in accordance with these Terms of Service. Subscriptions are offered on a monthly basis only. Censys may decline to renew Customer’s Subscription by notice to Customer by email prior to the end of the then-current Billing Cycle. Censys reserves the right to increase the fees payable for a Subscription, to be determined by Censys in its sole discretion, upon 60 days’ notice to Customer by email or through the Service; any increase will apply beginning with the first Renewal Term that commences after the end of the notice period, and Customer may cancel its Subscription before that date if it does not accept the increase.
  • 10.3 Cancellation by Customer. Customer may cancel its Subscription at any time through the subscription management (Plan) settings in the Service. Cancellation takes effect at the end of the then-current Billing Cycle, and Customer will not be charged for any subsequent Billing Cycle. From the date Customer requests cancellation until the end of the then-current Billing Cycle, Customer’s Subscription will be in a pending-cancellation state and Customer will retain access to the Service and its Active Credits. Upon the effective date of cancellation, all Active Credits expire and become Lapsed Credits and Customer’s Organization will be placed in the limited state described in Section 2.7. Fees already paid are nonrefundable and no proration applies to cancellation.
  • 10.4 Termination. These Terms of Service and the Order may be terminated by either party by delivering written notice of such termination to the other party: (a) if the other party materially breaches these Terms of Service or the Order and fails to cure such breach within 30 days after receiving written notice of such breach from the non-breaching party; or (b) if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. Notwithstanding the foregoing, Censys may suspend or terminate Customer’s Subscription and access to the Service immediately upon notice to Customer if Customer breaches Section 2.3 (Service Access) or Section 3 (License Restrictions and Customer Obligations), or as provided in Sections 4.3 and 4.5.
  • 10.5 Effects of Termination. Upon any expiration or termination of these Terms of Service and the Order, or upon cancellation or lapse of Customer’s Subscription, all rights, obligations and licenses of the parties under these Terms of Service and the Order shall cease, except that accrued payment obligations and Sections 1, 2.6(g), 2.7, 3.3, 4, 5, 6, 7.2, 8, 9, 10.5 and 11, and any other provisions that by their nature are intended to survive, will survive.

11. GENERAL PROVISIONS

  • 11.1 Publicity. Subject to all trademark and logo usage guidelines as may be provided by Customer to Censys, Customer hereby grants Censys the right to use the name, logo and other identifying marks and descriptions of Customer in Censys’ general marketing activities, including in any sales and marketing materials, customer lists and on Censys’ website.
  • 11.2 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
  • 11.3 Notices. Any notice or communication to Customer hereunder may be given by email to the email address associated with Customer’s Account or by notice through the Service, and shall be effective when sent. Any notice to Censys hereunder shall be in writing and either personally delivered or delivered by a recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to Censys, Inc., [address], Attn: Legal, with a copy by email to [legal@censys.com], and shall be effective upon receipt. All notices shall be in English.
  • 11.4 Miscellaneous. The relationship of the parties hereunder shall be that of independent contractors, and nothing herein shall be deemed or construed to create any employment, agency or fiduciary relationship between the parties. Each party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under these Terms of Service. Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, these Terms of Service as a result of any cause or condition beyond such party’s reasonable control. Neither party may assign these Terms of Service without the prior written consent of the other party, provided that either party may assign these Terms of Service, without the other party’s consent, to any successor to all or substantially all of its business that concerns these Terms of Service (whether by sale of assets or equity, merger, consolidation or otherwise). These Terms of Service shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. These Terms of Service, together with all Orders, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, whether written or oral, containing such subject matter. If any provision of these Terms of Service is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. Any failure to enforce any provision of these Terms of Service shall not constitute a waiver thereof or of any other provision. These Terms of Service may not be amended, nor any obligation waived, except by a writing signed by both parties or as provided above with respect to updates by Censys. Except as specifically provided otherwise, each right and remedy in these Terms of Service is in addition to any other right or remedy that may be available at law or in equity.
  • 11.5 Governing Law; Venue. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Michigan and the United States, without regard to its conflicts of law provisions. Any legal action or proceeding relating to these Terms of Service shall be brought exclusively in the state or federal courts located in Ann Arbor, Michigan, and each party consents to the jurisdiction thereof. In any action or proceeding to enforce or interpret these Terms of Service, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees).
  • 11.6 Injunctive Relief. Each party agrees that a breach or threatened breach of Sections 5 (Confidentiality) or 6 (Proprietary Rights) or the scope of any license granted hereunder may cause irreparable harm for which damages at law may not provide adequate relief, and therefore the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.
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