Terms of Service

THIS PLATFORM SERVICES AGREEMENT ("AGREEMENT") IS A LEGALLY BINDING CONTRACT BETWEEN YOU, ON BEHALF OF THE LEGAL ENTITY YOU REPRESENT ("LICENSEE"), AND HYRAX LLC ("HYRAX"). THIS AGREEMENT GOVERNS THE LICENSEE'S PURCHASE AND USE OF HYRAX PRODUCTS AND SERVICES ("PRODUCTS"), REGARDLESS OF HOW SUCH PRODUCTS ARE OBTAINED.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY OTHERWISE ACCEPTING OR USING THE PRODUCTS, YOU: (A) REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE LICENSEE; AND (B) AGREE THAT THE LICENSEE IS LEGALLY BOUND BY AND WILL COMPLY WITH THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS, OR USE THE PRODUCTS.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Platform Services Agreement, Order Form(s) referencing this Platform Services Agreement, and information contained in a URL or policy referenced in this Platform Services Agreement and/or Documentation.

"Credits" means the prepaid units of service capacity purchased by Licensee that are consumed when using the Services, including but not limited to scanning repositories, generating fixes, and processing pull requests.

"Documentation" means Hyrax's user guides and other end user documentation for the applicable Service, which may be available at https://docs.gethyrax.app/, as updated from time to time.

"Free Services" means, individually and collectively, Services that Hyrax makes available to Licensee free of charge, subject to usage limits. Free Services exclude Services provided as a Free Trial and Services for which Licensee has paid Fees.

"Free Trial" means a temporary subscription to the Services for which no Fees are charged, subject to the terms and conditions of this Agreement.

"Hyrax" means Hyrax LLC, a wholly owned subsidiary of Iru Inc., and/or its Affiliates as identified in the relevant Order Form.

"Licensee" means, in the case of an individual accepting this Agreement on their own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, such company or other legal entity and the Affiliates of that company or other legal entity.

"Licensee's Data" means all electronic data submitted by Licensee or on Licensee's behalf to the Services, including but not limited to repository content, code, configuration files, commit history, and metadata.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Order Form" means an ordering document or online purchasing or registration portal that specifies the Services to which Licensee has subscribed.

"Repository" means a code repository connected to the Services for scanning, fixing, or other processing.

"Services" means the products purchased by Licensee and provided by Hyrax, including but not limited to code scanning, automated fixing, pull request generation, and code governance features, as specified on an Order Form.

"User" means individuals who are authorized by Licensee to use the Services, for whom a subscription to the Services has been procured.

2. Hyrax's Obligations

2.1 Access to Services. Hyrax will make the Services available to Licensee pursuant to this Agreement during the applicable Subscription Term. Hyrax grants Licensee a limited, non-sublicensable, non-exclusive, non-transferable right during the Subscription Term to allow Licensee and Licensee's Users to access and use the Services in accordance with the Documentation, solely for internal business purposes.

2.2 Free Trial. If you register for a Free Trial, Hyrax will provide access to the Services at no charge until the earlier of: (a) the Free Trial period's end, (b) commencement of your paid subscription, or (c) termination by Hyrax. Data entered during a Free Trial will be lost unless you purchase an equivalent subscription or export such data prior to the end of the Free Trial. Free Trial Services are provided as-is, without warranty.

2.3 Free Services. Hyrax may provide Free Services as described in the Documentation, subject to this Agreement and documented usage limits. Hyrax may terminate access to Free Services at any time with or without notice. Free Services are provided as-is, without warranty.

3. Use of Services

3.1 Subscriptions. Licensee's right to access and use the Services is purchased as subscriptions for the term stated in the applicable Order Form. Licensee agrees that purchases are not contingent on the delivery of any future functionality or features.

3.2 Licensee's Responsibilities. Licensee is responsible for all activities conducted under Licensee's and Licensee's Users' logins to the Services. Licensee will use the Services in compliance with this Agreement, the applicable Order Form, and all Documentation.

3.3 Usage Limits. The Services may be subject to usage or credit limits as specified in the applicable Order and Documentation. If Licensee exceeds a contractual limit, Hyrax may work with Licensee to either execute an Order Form for additional capacity or reduce usage to conform to that limit.

3.4 Usage Restrictions. Licensee will not:

• Sell, resell, license, sublicense, distribute, rent or lease the Services
• Use the Services to store or transmit Malicious Code
• Attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services
• Permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit
• Modify, copy or create derivative works based on the Services
• Disassemble, reverse engineer, or decompile the Services
• Use the Services to build a competitive product or service
• Submit code to the Services that Licensee does not have the right to process

3.5 Code and Repository Access. Licensee grants Hyrax the right to access and process Licensee's repositories and code solely for the purpose of providing the Services. Hyrax will:

• Process code in isolated, ephemeral compute environments
• Not retain repository content after processing is complete except as necessary to deliver results
• Not use Licensee's code to train machine learning models without explicit consent
• Not share Licensee's code with third parties except as necessary to provide the Services

4. Proprietary Rights

4.1 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Hyrax, its Affiliates, and its and their licensors reserve all rights, title, and interest in and to the Services, including all related intellectual property rights.

4.2 Licensee's Data. As between Hyrax and Licensee, Licensee exclusively owns all rights, title, and interest in and to Licensee's Data, including all code and repository content. Licensee grants Hyrax a limited license to process Licensee's Data as reasonably necessary to provide the Services.

4.3 Generated Fixes and Suggestions. Code fixes, suggestions, and pull requests generated by the Services are provided to Licensee for Licensee's use. Licensee is solely responsible for reviewing, testing, and approving any generated code before merging into production systems.

4.4 Feedback. Licensee grants Hyrax a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Licensee relating to the Services.

5. Fees and Payment

5.1 Fees. Licensee will pay all fees specified in an Order Form ("Fees"). Except as otherwise specified: (a) Fees are based on subscriptions purchased and Credits consumed; (b) payment obligations are non-cancellable, and Fees paid are non-refundable; and (c) subscription quantities cannot be decreased during the relevant Subscription Term.

5.2 Credits. Credits are consumed when using the Services. Credit consumption rates vary by service type (scanning, fixing, etc.) and are documented in the pricing documentation at https://gethyrax.app/pricing. Unused Credits expire at the end of the billing period unless otherwise specified.

5.3 Invoicing and Payment. Unless otherwise stated in the Order Form, Fees are due in advance, either monthly or annually. Invoiced Fees are due net 30 days from the invoice date.

5.4 Overdue Charges. If payment is not received by the due date, Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.5 Suspension. With 30 days notice, Hyrax may suspend Licensee's access to the Services if any Fees owed are past due until such amounts are paid in full.

5.6 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments. Licensee is responsible for paying all Taxes associated with purchases hereunder.

6. Term and Termination

6.1 Term of Agreement. This Agreement commences on the date Licensee first accepts it and continues until all Subscription Terms have expired or have been terminated.

6.2 Renewal. Except as otherwise specified, each Subscription Term will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives written notice of non-renewal at least 30 days before the end of the expiring Subscription Term.

6.3 Termination. Either party may terminate this Agreement for cause upon (a) 30 days written notice of a material breach if such breach remains uncured, or (b) the institution of insolvency, receivership, or bankruptcy proceedings against the other party.

6.4 Refund Upon Termination. Upon any termination for cause by Licensee, Hyrax will refund any prepaid Fees covering the remainder of the then-current Subscription Term. Upon any termination for cause by Hyrax, Licensee shall pay any unpaid Fees covering the remainder of the Subscription Term.

7. Data Protection

Hyrax will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Licensee's Data. The terms of the data processing addendum available at https://gethyrax.app/legal/data-processing-addendum ("DPA") are hereby incorporated by reference.

Upon Licensee's request made within 60 days after termination or expiration of this Agreement, Hyrax will make Licensee's Data available for export or download. After such 60-day period, Hyrax will delete all copies of Licensee's Data, unless legally prohibited.

8. Confidentiality

8.1 Definition. "Confidential Information" means all information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Licensee's Confidential Information includes Licensee's Data and code; Hyrax's Confidential Information includes the Services and Documentation.

8.2 Protection. The Receiving Party will use the same degree of care to protect the Confidential Information as it uses for its own confidential information (but in no event less than reasonable care), and will not use Confidential Information for any purpose not authorized by this Agreement.

9. Representations, Warranties, and Disclaimer

9.1 Mutual Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2 Hyrax Warranties. Hyrax warrants that during an applicable Subscription Term: (a) the Services will perform materially in accordance with the applicable Documentation, (b) Hyrax will not materially decrease the overall security of the Services.

9.3 Licensee Warranties. Licensee represents and warrants that: (a) Licensee has the right to submit all code and data to the Services, (b) Licensee's use of the Services will comply with all applicable laws.

9.4 AI-GENERATED CODE DISCLAIMER. THE SERVICES MAY GENERATE CODE FIXES, SUGGESTIONS, AND PULL REQUESTS USING ARTIFICIAL INTELLIGENCE. SUCH GENERATED CODE IS PROVIDED "AS IS" AND LICENSEE IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND APPROVING ANY GENERATED CODE BEFORE USE. HYRAX DOES NOT WARRANT THAT GENERATED CODE WILL BE FREE OF ERRORS, SECURITY VULNERABILITIES, OR DEFECTS.

9.5 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FREE SERVICES AND FREE TRIAL SERVICES ARE PROVIDED "AS IS."

10. Indemnification

10.1 By Hyrax. Hyrax will defend Licensee against any third party claim alleging that the Services infringe such third party's intellectual property rights, and will indemnify Licensee from damages finally awarded as a result.

10.2 By Licensee. Licensee will defend Hyrax against any third party claim arising out of: (a) an allegation that Licensee's Data or code infringes third party rights, or (b) any unauthorized or illegal use of the Services by Licensee.

11. Limitation of Liability

11.1 Limitation. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT.

11.2 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. General

12.1 Entire Agreement. This Agreement is the entire agreement between Licensee and Hyrax regarding Licensee's use of the Services and supersedes all prior agreements.

12.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to an Affiliate or in connection with a change of control, merger, or sale of substantially all assets.

12.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules.

12.4 Dispute Resolution. The parties agree to first attempt to resolve any dispute through good faith negotiation. If such dispute cannot be resolved, the parties agree that all disputes shall be resolved exclusively by binding arbitration before a single arbitrator in Miami-Dade County, Florida.

12.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

12.6 Notice. All notices related to this Agreement will be in writing and will be effective upon personal delivery, the second business day after mailing, or the day of sending by email. Notices should be sent to legal@gethyrax.app.

Contact Information