Last Updated: April 21, 2026
This Agreement is entered into between GreyIP Technologies Inc. d/b/a Beacon Technology Group ("Company") and the End User Customer Entity ("Customer"), each as specified in the Order Form to which this Agreement relates. The Order Form, once accepted by Company, is hereby incorporated into and made a part of this Agreement by reference.
Company and Customer may be collectively referred to herein as the "Parties," and each individually as a "Party."
"Affiliate" means, with respect to either Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement, where control means the power to direct the affairs or management of such entity, whether through the ownership of more than fifty percent (50%) of the voting securities, by contract, as trustee or executor.
"Channel Partner" means a Company-authorized distributor, reseller, or other channel partner for the Software.
"Customer Data" means any data or information inputted or uploaded to the Software by or on behalf of Customer, or otherwise integrated with the Software via an API, or data belonging to Customer's applications within the environment in which the Software is installed (such as application metadata).
"Software" means Company's software as a service solutions, including but not limited to the CYFAX, PREVENT, and ARETE platforms, as described in Schedule A.
"Subscription Scope" means any Software usage and/or consumption limitations and parameters (for example, as to volume of Users, domains and assets, notifications, API access, Features, duration) set forth in the Order Form.
"Users" means an employee of Customer (or its Affiliates, as permitted hereunder) authorized to access and use the Software, whose email address is associated with the Customer's domain.
Subject to the terms and conditions of this Agreement and the Order Form, including the Subscription Scope, Company grants Customer a limited, worldwide, non-exclusive, non-assignable (except as provided in Section 13.3), non-sublicensable, non-transferable right and license, during the Subscription Term, to access and use the Software solely for Customer's internal end-use (collectively, the "Subscription").
Commencing promptly following the Start Date, Company shall perform the initial Software setup activities. Customer shall fully cooperate with Company in such efforts and shall provide Company with all information, access, and other resources necessary to achieve the Initial Setup. Customer represents and warrants that all information submitted during the Initial Setup process is, and will thereafter remain, complete and accurate.
The Software will be hosted by third-party hosting services providers (currently, Amazon Web Services and Microsoft Azure) selected by Company (each a "Hosting Provider"), and accordingly the availability of the Software shall be in accordance with the Hosting Provider's then-current uptime commitments.
As a condition to the Subscription, Customer shall not:
If Customer is purchasing the Subscription through a Channel Partner:
During the Subscription Term, and subject to Customer's payment of the Fees, Company shall provide its then-current, standard Software technical support and maintenance services ("Support Services"), as described in the Order Form.
As part of Support Services, Company may, from time to time, modify and replace Features and user interface of the Software to improve functionality.
Customer shall pay Company the Subscription fees and any other fees or charges specified in the Order Form. Unless expressly stated otherwise:
Company reserves the right to suspend or cease provision of the Software if Customer is seven (7) days or more overdue on a payment.
Company (and/or its licensors) is, and shall be, the sole and exclusive owner of all right, title, and interest in and to: (a) the Software and all related intellectual property; (b) its Confidential Information; (c) any Output (non-Customer-identifying information, data, reporting, analyses, and intelligence relating to the operation, support, and Customer's use of the Software); (d) any Feedback; and (e) any improvements, derivative works, and modifications thereof.
Beacon's handling of personal data is governed by this Agreement and our Privacy Policy. The capacity in which Beacon processes personal data depends on the specific processing activity:
Where Beacon acts as Processor, Beacon commits to:
For processing of Customer Data that qualifies as Personal Data under GDPR or Personal Information under CCPA, the Parties shall execute a Data Processing Addendum (DPA) on request of either Party, which shall form part of this Agreement. In the absence of an executed DPA, the commitments in this Section 7 shall serve as the data processing terms between the Parties.
Each Party (the "Recipient") may have access to certain non-public or proprietary information and materials of the other Party (the "Discloser"), whether in tangible or intangible form ("Confidential Information").
The Recipient shall not disclose or make available the Discloser's Confidential Information to any third party, except to its employees, contractors, advisers, agents, and investors, subject to substantially similar written confidentiality undertakings.
Recipient shall take commercially reasonable measures to protect the Discloser's Confidential Information from disclosure to a third party and shall use such information solely for the purposes expressly permitted under this Agreement.
THE SOFTWARE, SERVICES, OUTPUT, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY COMPANY HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS. ALL EXPRESS, IMPLIED, AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE) ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, OR REVENUE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
COMPANY'S ENTIRE, AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY COMPANY FROM CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM.
In the event a third party makes or institutes any claim against Customer alleging that Customer's authorized access and use of the Software infringes such third party's copyright or patent (an "Infringement Claim"), Company shall:
Company's combined aggregate liability under this Section 11.1 shall not exceed three (3) times the amounts actually paid by Customer to Company under this Agreement.
Customer shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of Section 2.4 (Restrictions), including any FCRA-prohibited use or unauthorized third-party redistribution of Software output; (b) Customer Data that Customer has uploaded without the legal right to do so; (c) Customer's use of the Software in violation of applicable law; or (d) any claim that Customer's use of Software output caused damage or harm to any third party whose data is referenced therein.
This Agreement commences on the Effective Date and shall continue in full force and effect until all Order Forms have expired. Unless otherwise agreed, the Order Form shall automatically renew for successive periods, unless either Party notifies the other Party in writing of its intent not to renew, not less than sixty (60) days prior to the expiration of the then-current Subscription Term.
Each Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure that breach within sixty (60) days after receipt of written notice (except that for payment defaults, such cure period will be seven (7) days; and Customer's breach of Section 2.4 FCRA or third-party-redistribution restrictions is a material breach that is non-curable at Company's sole discretion).
Upon termination: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Software, and (c) Customer shall permanently erase and/or return all Confidential Information of Company.
Contracting Entity: GreyIP Technologies Inc. d/b/a Beacon Technology Group
Address: 4900 S. University Drive, Suite 200B, Davie, FL 33328, United States
Governing Law: State of Florida, USA
Exclusive Jurisdiction: State and federal courts located in Broward County, Florida, USA
The laws of the State of Florida will govern this Agreement, without regard to conflict-of-laws principles. Any disputes shall be exclusively brought before and resolved by the courts located in Broward County, Florida. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.
This Agreement may not be assigned by either Party without prior written consent, except that either Party may assign this Agreement to an Affiliate or successor in connection with a merger, consolidation, or acquisition.
Customer shall not transfer, export, re-export, import, or divert the Software to any embargoed country or to any entity on the U.S. Treasury Department's list of Specially Designated Nationals.
This Agreement (and its annexes) represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and statements.
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If you have any questions about this End User License Agreement, please contact us:
Beacon Technology Group
Attn: Legal
4900 S. University Drive, Suite 200B
Davie, FL 33328, United States