THIS TERMS OF USE AGREEMENT (THIS "AGREEMENT") GOVERNS THE USE OF AND ACCESS TO THE SEARCHLIGHT SOLUTION(S) DEVELOPED BY SEARCHLIGHT SECURITY LLC ("SEARCHLIGHT").
BY CLICKING ON THE "I ACCEPT" BUTTON, MAKING A PAYMENT AND/OR ACCESSING THE SEARCHLIGHT SOLUTION, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. THE TERM "CUSTOMER" REFERS TO THE LEGAL ENTITY IDENTIFIED ON THE INVOICE FOR WHICH SEARCHLIGHT HAS AGREED TO PROVIDE THE SEARCHLIGHT SOLUTION PURSUANT TO THE AGREEMENT. SEARCHLIGHT AND CUSTOMER ARE SOMETIMES REFERRED TO COLLECTIVELY AS THE "PARTIES" AND INDIVIDUALLY AS A "PARTY". IF CUSTOMER DOES NOT AGREE TO BE BOUND BYTHIS AGREEMENT, CUSTOMER MAY NOT USE THE SEARCHLIGHT SOLUTION.
1. TRIAL
General. During the period when Customer is receiving the Services under an evaluation license ("Trial Services"), the terms and conditions of this Clause 1 shall apply and those in Clauses 2.1 (Grant of Subscription Rights), 3.4 (Support Services), 4 (Fees and Expenses; Payments), and 9.1 (Indemnity by Searchlight) (collectively, the "Inapplicable Provisions") do not apply. Reference Clause 2.1 (Grant of Subscription Rights) for the terms applicable to a commercial subscription to the Services.
Evaluation License and Term. Subject to the terms and conditions of this Agreement (excluding the Inapplicable Provisions), Searchlight hereby grants Customer and its Authorized Users a limited, non-exclusive, non-transferable (except in connection with a permitted assignment) license to: (i) access and use the Services in accordance with the Documentation; and (ii) to use the Results, subject to the limitations set forth on the initial Invoice solely for the purposes of internally evaluating the performance and functionality of the Services on an evaluation basis, until the earlier of (a) the end of the period specified within the applicable Searchlight Solution or (b) the date Customer elects to commence a commercial subscription (the "Trial Period").
Conversion into Commercial License. When the Trial Period concludes, in the event the Customer elects to commence the commercial subscription, the evaluation license will automatically be converted into a commercial license as set forth in Clause 3.1 (Subscription Rights). Customer may elect to commence the commercial subscription by providing written notice to Searchlight prior to the expiration of the period set forth in Clause 1.2.
Termination of Evaluation License. The license in Clause 1.2, all of Customer's rights to use the Trial Services, and this Agreement will terminate immediately in the event that Customer provides written notice to Searchlight of Customer's intention not to purchase the commercial subscription. Upon termination of the evaluation license, Customer shall promptly cease use of the Trial Services and the Results. All Confidential Information shall be returned or destroyed pursuant to Clause 7.3. Disclaimer. ANY DATATHAT CUSTOMER OR ANY OF ITS AUTHORIZED USERS ENTERS INTO THE SERVICES DURINGTHE TRIAL PERIOD MAY BE PERMANENTLY LOST IF CUSTOMER ELECTS NOT TO PURCHASE THE SERVICES UNLESS CUSTOMER EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
2. INTELLECTUAL PROPERTY
Grant of Subscription Rights. Subject to the terms and conditions of this Agreement, and Customer's and its Authorized Users' continuing compliance therewith, Searchlight hereby grants Customer a personal, non-exclusive, non-transferable (except in connection with a permitted assignment), non-sublicensable, revocable right during the Term (as defined below) for Customer's internal business purposes(a) to access and use the Searchlight Solution, in accordance with the Documentation; (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's user of the Searchlight Solution; and (c) to use the Results solely for Customer's internal business purposes. Customer may permit any Authorized Users to access and use the features and functions of the Searchlight Solution as contemplated by this Agreement, subject to such restrictions and limitations as Searchlight may impose on Authorized Users from time to time, including any set forth on an Invoice. Any "open source" or "free software" components owned by third parties that are comprised in Searchlight Solution are licensed under the terms of the end-user license that accompanies such components.
Limitations. Customer shall not, and shall not permit any Authorized User or other party to: (a) use any Searchlight Property in a production environment, for production purposes, any revenue generating purposes or for any purpose other than to conduct the trial internally; (b) access or use the Searchlight Property except as provided in Clause 2.1 or in a manner inconsistent with applicable law, the Documentation or this Agreement; (c) modify, translate, or create derivative works of, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code form or structure of, any element of the Searchlight Property, except as expressly permitted by applicable law; (d) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer any Searchlight Property or Customer’s limited right to use the Searchlight Solution; (e) export any Searchlight Property; (f)remove, alter, or obscure any proprietary notices or labels on any Searchlight Property; (g) use any Searchlight Property in the context of its service provision to, or otherwise in any fashion for the direct or indirect benefit of, any customer, partner, licensee or any other third party; (h) without limiting the generality of Clause 2.2(g), use any Searchlight Property in the context of its service provision to, or otherwise in any fashion for the direct or indirect benefit of, any Governmental Authority; (i) use the Searchlight Solution for the purposes of accessing or attempting to access, information relating to, or otherwise seeking to identify, any particular individual or group of individuals for or in relation to law enforcement purposes or otherwise. Customer acknowledges and agrees that the Searchlight Solution will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.
Monitoring for Compliance. Customer hereby: (a) acknowledges and irrevocably consents to; and(b) undertakes to ensure that each Authorized User (i) acknowledges, and (ii)if and as permitted and required by applicable privacy and data protection legislation, consents to, Searchlight’s monitoring (including through use of certain automated and technological solutions) of Customer’s and/or Authorized Users’ activities on or with respect to the Searchlight Property to monitor Customer’s and/or Authorized Users’ compliance with the terms and conditions of this Agreement (including, in particular, the Limitations set out in Clause2.2).
3. PROVISION OF SERVICES
EULA. Customer acknowledges and agrees that prior to accessing Searchlight Solution or using any other relevant Searchlight Property made available to them by Searchlight, it shall ensure that all Authorized User accept Searchlight’s relevant EULA relating to the access to and/or use of the relevant Searchlight Property.
Access Protocols. On or promptly following the Effective Date, in respect of not more than the maximum number of Authorized Users to whom Access Protocols are agreed to be issued (as specified on the front page of this Agreement), Customer shall provide to Searchlight such Authorized Users’: (a) full names; and (b)Customer-provided email addresses. Following Customer having provided such details, Searchlight shall provide the necessary Access Protocols to the designated Authorized Users by email to the relevant email addresses provided by Customer. Customer will not allow any Access Protocols provided to it under this Agreement to be used by more than one individual Authorized User.
Customer Employees Only. Notwithstanding anything to the contrary in this Agreement, no agents, consultants or contractors that Customer may engage from time to time that are employed by any person that Searchlight reasonably deems to be its competitor, or someone is or is reasonably suspected to be working (formally or otherwise) for or for the benefit of any Governmental Authority, shall be permitted to access or use Searchlight Solution, any Results or any other Searchlight Property. Without affecting any other right or remedy available to it, in the event that Searchlight determines (acting reasonably) that any Authorized User is employed by any person that Searchlight reasonably deems to be its competitor or to be someone is or is reasonably suspected to be working (formally or otherwise) for or for the benefit of any Governmental Authority, Searchlight may: (a) deactivate the user account of that Authorized User and disable any associated Access Protocols; (b) permanently and irretrievably destroy the user account of the deactivated Authorized User and all Customer Data stored therein; and/or (c) terminate this Agreement on notice without liability to Customer.
Support Services. Subject to the terms and conditions of this Agreement, Searchlight will exercise commercially reasonable efforts to (a) provide support for the use of the Searchlight Solution to Customer; (b) keep the Searchlight Solution operational and available to Customer; and (c) provide bug fixes or workaround intended to correct any reproducible failures of the Searchlight Solution to substantially conform to the Documentation.
4. OWNERSHIP
Customer hereby grants to Searchlight a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services (the "Feedback"). Searchlight will not identify Customer as the source of any such Feedback.
As between the Parties, Searchlight retains sole ownership of all right, title and interest in and to: (a) Searchlight Solution; (b) the Searchlight Data; (c) any Results; and (d) Feedback, together with any and all associated technology and software owned or used by Searchlight, any associated processes, materials, tools, and business methods relating thereto, including, in each case any and all (w)updates, improvements or modifications thereto; (x) documentation relating thereto (including the Documentation); (y) Intellectual Property Rights therein or thereto; and (z) any benchmarking, analytics or technical data relating to the performance or operation thereof (collectively, the "Searchlight Property"). Searchlight reserves all rights in and to the Searchlight Property not expressly granted in this Agreement. Customer hereby assigns with full title guarantee, all rights, title and interest, including Intellectual Property Rights, in and to the Feedback.
As between the Parties, all Intellectual Property Rights in and to Customer Data shall vest in Customer upon their creation absolutely and Searchlight shall not obtain any right, title or interest in the Customer Data whatsoever, except that Searchlight shall be permitted to use the Customer Data in accordance with the license granted in Clause 6.3.
6. CONFIDENTIALITY AND DATA
Confidential Information. Each Party undertakes that it shall not at any time use or disclose to any person any Confidential Information of the other Party, subject to the remainder of this Clause 6.1. Each Party may disclose the other Party’s Confidential Information: (a) to its employees, officers, representatives, advisers and (with respect to Searchlight only) any other Searchlight Personnel who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement (provided that each Party shall ensure that its employees, officers, representatives, advisers and (with respect to Searchlight only) any other Searchlight Personnel to whom it discloses the other Party’s Confidential Information comply with this Clause 6.1); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. In addition, each Party will protect the other Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
Each Party agrees that it shall comply with its respective obligations under applicable privacy and data protection legislation in its performance of this Agreement.
Customer Data License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Data. Customer hereby grants to Searchlight a non‑exclusive, worldwide, royalty-free license to use the Customer Data for the purposes described in and anticipated by this Agreement and for Searchlight to provide the Services described in this Agreement. For the avoidance of doubt, Searchlight shall have the right to run any Customer Data through Searchlight’s machine learning and artificial intelligence tools in order to train and improve Searchlight’s models and algorithms ("Models").
Customer warrants and represents on an ongoing basis, and undertakes, that throughout the Term it shall have, the necessary rights, power, consents and authority to transmit Customer Data to Searchlight under, and in the fashion described in this Agreement and to grant Searchlight such license to use Customer Data. Customer also represents and warrants that any Customer Data will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Searchlight’s system or data; and (e) otherwise violate the rights of a third party.
7. TERM AND TERMINATION
Term. The term of this Agreement shall commence on the Effective Date and continue for one (1) year from the earlier of (i) the date Customer elects to commence the commercial subscription or (ii) the date the Trial Period expires (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for subsequent three (3) years terms (each a "Renewal Term", together with the Initial Term, the "Term"), unless one Party provides the other Party at least thirty (30) days written notice prior to the end of the then current term of its intent to not renew the then current term.
Termination. Either Party may terminate this Agreement by giving notice to the other Party if the other Party commits a material breach of any term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so. Searchlight may terminate this Agreement in whole or part with immediate effect on written notice to Customer.
Effects of Termination. Upon expiration or termination of this Agreement: (a) any and all licenses, permissions and authorisations granted to Customer by Searchlight under this Agreement or relevant part thereof (if applicable) will terminate automatically; (b) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed; and (c) any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall remain in full force and effect. Any obligation to return, destroy or permanently erase Confidential Information outlined in this Clause 7.3 shall not apply: (y) in respect of one (1) copy of the Customer Data, that Searchlight may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and (z) to any Confidential Information or Customer Data that is retained by Searchlight on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the applicable provisions of this Agreement relating to data security and Confidential Information shall continue to apply to any such Confidential Information and/or Customer Data. The provisions of Clauses 1.4, 4, 5, 6, 7.3, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
8. WARRANTIES AND DISCLAIMERS
Limited Warranty by Searchlight. Searchlight represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards.
Limited Warranty by Customer. Customer represents and warrants that it has obtained from the relevant authorities, including but not limited to any relevant governmental entity, the proper consents and permissions needed to access and use the Searchlight Solution(s) provided to Customer under this Agreement.
No Warranties. To the fullest extent permitted by law, all Searchlight Property and services provided hereunder are provided "as is" and Searchlight expressly disclaims any and all terms, conditions, representations or warranties of any kind, whether express or implied, made with respect to the Searchlight Property and the services provided under this Agreement, including any implied conditions, representations or warranties of fitness for a particular purpose, non-infringement of third‑party rights, completeness, truthfulness, accuracy, reliability, performance, or any other qualities or attributes.
Searchlight shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Results.
Darknet Materials. Customer hereby acknowledges, and shall procure that each Authorized User acknowledges, that: (a) the Darknet may contain, and consequently Searchlight Solution may be used to access, certain Illicit Materials; and (b) that Searchlight is not in any manner responsible for such Illicit Materials. Accordingly, as between the Parties, Searchlight shall have no liability whatsoever to Customer, Authorized Users, or any other person, with respect to any Illicit Materials accessed from or via the Darknet by or on behalf of Customer or its Authorized Users in the use of the Searchlight Solution or otherwise under or in connection with this Agreement.
9. INDEMNIFICATION; LIMITATION OF LIABILITY
By Searchlight. Searchlight shall defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Searchlight Solution infringes any U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secrets Act, and Searchlight will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Customer agrees to give Searchlight: (a) prompt written notice of such claim (except that delayed notification will not negate Searchlight’s obligations if such delay did not materially prejudice Searchlight’s ability to defend the claim); (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Searchlight may reasonably request, at Searchlight’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Searchlight shall have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) Customer Data or the combination, operation, or use of the Services with products, services, deliverables, materials, technologies, business methods or processes not furnished by Searchlight; (2) modifications which were not made by Searchlight; or (3) Customer’s breach of this Agreement or use of the Services other than in accordance with this Agreement (collectively, "IP Exclusions"). Upon the occurrence of any claim for which indemnification is or may be due under this Clause, or in the event that Searchlight believes that such a claim is likely, Searchlight may, at its option (i) modify or replace the Services so that they become non-infringing; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate this Agreement (or the applicable Invoices) on written notice to Customer and refund to Customer any pre-paid fees for Services not provided based on the remainder of the then current Term. The obligations set forth in this Clause shall constitute Searchlight’s entire liability and Customer’s sole remedy for any infringement or misappropriation.
By Customer. Customer shall indemnify, hold harmless, and, at Searchlight’s option, defend Searchlight from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, losses, and liabilities for any actions arising out of any (a) IP Exclusions, or (b) Customer Data (including without limitation any third party claim that any Customer Data is false, misleading, disparaging, infringing or a misappropriation, as applicable, of any intellectual property rights of a third party). Searchlight agrees to give Customer: (i) prompt written notice of such claim (except that delayed notification will not negate Customer’s obligations if such delay did not materially prejudice Customer’s ability to defend the claim); (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Customer may reasonably request, at Customer’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Customer shall not settle any third-party claim, unless such settlement completely and forever releases Searchlight with respect thereto or unless Searchlight provides its prior written consent to such settlement. In any action for which Customer provides defense on behalf of Searchlight, Searchlight may participate in such defense at its own expense by counsel of its choice.
Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL INVOICES, OR THE USE OF THE PROPRIETARY ITEMS BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING ALL INVOICES, SHALL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO SEARCHLIGHT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY. Nothing in this Agreement limits or excludes the liability of either Party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other act, omission, or liability which may not be limited or excluded by applicable law. Subject to the foregoing, Searchlight shall not in any circumstances be liable to Customer whether in contract, tort(including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any claims, damages, losses, liabilities or for any other reason or cause whatsoever.
General During the Term, and for a further twelve (12) months following expiry or termination, Customer agrees that it shall not directly or indirectly employ or engage(without Searchlight’s prior written agreement), or solicit for such employment or engagement, any Searchlight Personnel who have been engaged in the performance of the services pursuant to this Agreement, whether or not such person would commit a breach of contract by reason of leaving service or office. Customer shall at its own expense comply with all applicable laws and regulations relating to its activities under this Agreement, as they may change from time to time, including with any conditions binding on it in any applicable licenses, registrations, permits or approvals. Searchlight may engage Subcontractors to perform any or all of its obligations under this Agreement. Customer acknowledges and agrees that Searchlight may include the Customer’s name and a description of the technology and services provided to the Customer under this Agreement in case study marketing content, lists of or references to any of Searchlight’s clients on its website and/or in proposals, and in other marketing materials. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation. To the extent of any conflict or inconsistency as between this Agreement and any Terms of Service, this Agreement shall govern and prevail. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Neither Party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party, provided that Searchlight may assign this Agreement to any Affiliate of Searchlight or to any successor in interest by way of merger, acquisition, or sale of all or substantially all of its assets without the consent of Customer. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties(or their authorised representatives). This Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (for the purposes of this Clause 10., "Proceedings") each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.
10. DEFINITIONS
"Access Protocols" means the user log-in credentials, together with the network link required to enable Authorized Users to set their password, necessary to access Searchlight Solution.
"Authorized Users" means each of the Customer’s employees who (from time to time) have been granted active Access Protocols to the Searchlight Solution by Searchligh tpursuant to Customer’s rights under this Agreement.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity. In this context, "Control"(and its inflections) means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.
"Confidential Information" means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential, including the Searchlight Property (or any representation, manifestation or part thereof).
"Darknet" the 'Tor network', and the hidden services on or accessible via that network.
"Cerberus" means Searchlight’s proprietary cloud-based software-as-a-service Darknet intelligence platform, known as 'Cerberus'.
"Customer Data" means any data, media, information or other content that is (i) provided by Customer to Searchlight under or in connection with this Agreement; or (ii) inputted by Customer or Authorized Users into the Searchlight Solution.
"DarkIQ" means Searchlights proprietary cloud-based software-as-a-service risk based Darknet intelligence platform, known as 'DarkIQ'.
"Documentation" means the manuals, product literature, and instructions prepared or published by or on behalf of Searchlight and provided with the Searchlight Solution that describe or relate to the Searchlight Solution and its use, operation, features, functionality, capabilities and maintenance.
"EULA" means any terms of use, end user license agreement, acceptable use policy or similar relating to the use of the Searchlight Website or any other Searchlight Property, including any End User License Agreement (or similar) that may presented to or provided to Authorized Users upon accessing the Searchlight Solution.
"Governmental Authority" means any governmental, administrative, regulatory, law‑enforcement, judicial or other body, authority or agency in any jurisdiction –including any employees, agents, contractors, consultants or similar acting for or on behalf of any of the foregoing (whether formally or informally).
"Illicit Materials" means any data, information, content or other materials, which:(i) are or may be considered to be abusive, distressing, graphic, sexually-explicit or offensive; (ii) are illegal or infringing of third party rights, are the product of an illegal action or infringement of third party rights, or relate to, represent or depict illegal or infringing acts; or (iii)relate to, constitute or depict to fraudulent activities, falsified official documents or currency, stolen property, weapons, firearms, ammunition or explosives, drugs, contraband or any other illegal or controlled substances, or acts of terrorism, terrorist organisations or operations (including the financing of acts of terrorism or organisations).
"Invoice" means Searchlight’s standard invoice executed by both Parties that references this Agreement.
"Professional Services" means professional services provided by Searchlight to Customer as described in any Invoice (as may be further elaborated in any statement of work).
"Results" means results, information or findings derived from the Customer’s use of the Searchlight Solution.
"Searchlight Data" means any data, media, information or other content that is accessible via Searchlight Solution or that is inputted by, on or behalf of, Searchlight (excluding any Customer Data).
"Searchlight Personnel" means any of Searchlight’s employees, agents, contractors or consultants together with, as the context permits and requires, employees, agents, contractors or consultants of its Affiliates and/or Subcontractors.
"Searchlight Solution" means the web-based application hosted on the Searchlight Website, as set forth on the applicable Invoice.
"Searchlight Website" means the web interface of Cerberus and/or DarkIQ, as applicable.
"Services" means any services provided by Searchlight to Customer under this Agreement, including, but not limited to, provision of the Searchlight Solution.
"Subcontractor" means any third party that may perform any element of the services described in this Agreement for or on behalf of Searchlight.