Halcyon Limited Warranty Agreement
Updated 09/2024
This Halcyon Limited Warranty Agreement (“Warranty Agreement”) is entered into by Halcyon Tech, Inc. (“Halcyon”) and the Customer (“Customer”) as of the effective date of the Subscription Services Agreement made between Halcyon and the Customer (“Warranty Effective Date”). This Warranty Agreement is not valid unless there is a fully executed Subscription Services Agreement. For good and valuable consideration, the sufficiency of which is hereby acknowledged, Halcyon and Customer agree as follows:
1. Definitions
1.1. “Anti-Tamper Protections” refers to the security configuration that, when enabled, prevents unauthorized changes to the agent’s settings or files, ensuring that the agent continues to operate correctly and securely.
1.2. “Blocking Security Posture” refers to the security configuration or state in which Halcyon’s product is actively set to prevent, detect, and block potential ransomware threats.
1.3. “Cap for the Warranty Period” refers to the maximum aggregate value ($$) of Halcyon Professional Services to be provided by Halcyon personnel in response to a Ransomware Security Incident. For the avoidance of doubt, Halcyon will not pay for any third-party services to respond to a Ransomware Security Incident; only services provide by Halcyon personnel are included in the Halcyon Professional Services provided by this Warranty Agreement.
1.4. “Endpoints” refers to any devices or computing systems that are connected to and part of Customer’s Protected Environment.
1.5. “Protected Environment” refers to any computing environment, network, or system where Halcyon’s anti-ransomware product is actively deployed and operational. This includes, but is not limited to, all devices, endpoints, servers, and infrastructure where Halcyon’s product is installed and configured to provide security, monitoring, and/or protection services.
1.6. “Ransomware Security Incident” or “Security Incident” refers to a cybersecurity event in which unauthorized access or infiltration of the Customer’s Protected Environment occurs, resulting in the deployment of ransomware. Further, the Ransomware Security Incident is characterized by the encryption of data, systems, or files within the Protected Environment, with the intent to extort a ransom payment from the Customer in exchange for the decryption key and/or the restoration of access.
1.7. “Warranty Period’ refers to the duration of time commencing on the Warranty Effective Date and extending through the duration of the Subscription Period, during which the terms and conditions of this Warranty Agreement shall apply.
2. Warranty
2.1. Scope. If Customer experiences a Ransomware Security Incident in its Protected Environment during the Warranty Period, Customer’s sole and exclusive remedy from Halcyon will be under this limited warranty, subject to the terms herein. This limited warranty shall include the provision of incident response and recovery services to be provided to support the Customer subsequent to a Ransomware Security Incident (“Halcyon Professional Services”) up to a maximum amount not to exceed the applicable Cap set forth in Table 1:
Table 1:
Aggregate Halcyon Professional Services for multiple Ransomware Security Incidents that were discovered in the Warranty Period shall not exceed the Cap for the Warranty Period. This limited warranty extends only to Customer and does not extend to any third parties (including, but not limited to, suppliers, service providers, end-clients, employees or agents of Customer) or any of their losses or damages.
2.2. Pre-existing and related security incidents. This limited warranty does not extend to pre-existing incidents or related security incidents that include a pre-existing incident.
2.3. Disclaimer. Except for the limited warranty provided in Section 2.1 of this Warranty Agreement and any warranties provided in the Halcyon Platform Subscription Services Agreement, Halcyon software, is provided AS IS. HALCYON AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM, LICENSED SOFTWARE, AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HALCYON DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR LICENSED SOFTWARE OR ANY ASSOCIATED SERVICES WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT. THE PLATFORM AND LICENSED SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. HALCYON CANNOT AND DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED BY THE USE OF THE PLATFORM OR LICENSED SOFTWARE.
2.4. International Warranties. For Customers located outside the United States, this Warranty Agreement, and any associated warranties, shall only be valid if explicitly approved in writing by Halcyon. Without such written approval, no warranties or related claims shall be considered valid or enforceable.
3. Qualification.
The following must be valid to be eligible for the Warranty providing Halcyon Professional Services:
3.1. During the entirety of the Warranty Period: (a) Customer must have an active Halcyon subscription; (b) Customer’s covered Endpoints in a Protected Environment must be in the Blocking Security Posture (or higher) at all times; and (c) Customer must have Anti-Tamper Protections activated on all covered Endpoints;
3.2. At the time the Security Incident first occurs, Customer must have deployed, and must be running, on the Endpoint(s) that experienced such Security Incident the most-recent version of the Halcyon software made available by Halcyon to Customer;
3.3. The event date and discovery date of the Security Incident must occur during the Warranty Period;
3.4. Customer must notify Halcyon in accordance with Section 4 below;
3.5. Customer must be in compliance with Halcyon’s Subscription Services Agreement, including without limitation any payment obligations; and
3.6. During the entirety of the Warranty Period, Customer must reasonably cooperate with Halcyon, including without limitation by implementing all reasonable remediation steps provided by Halcyon and providing all reasonably requested information.
4. Notification.
If Customer discovers during the Warranty Period a Security Incident that occurred during such Warranty Period, Customer shall notify Halcyon of such Security Incident by sending an email to services@halcyon.ai no later than three (3) days after the discovery date of such Security Incident.
5. Governing Law and Venue.
This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of California, excluding its conflict of laws provisions. Any suit or proceeding relating to this Agreement shall be brought only in the state and federal courts located in San Diego, California, and both parties hereby submit to the jurisdiction of such courts.
6. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter herein and therein, and supersedes all prior discussions, understandings and agreements with respect to its subject matter.