Terms of Service

1. The agreement and order of precedence

The Customer accepts these Terms by signing an order form that refers to them, by accepting them online, or by using the Service. The agreement consists of the order form, these Terms, the Data Processing Addendum (“DPA”), the Acceptable Use Policy and the End User License Agreement (together, the “Agreement”).

If these documents conflict, they apply in this order: (a) the order form, but only for the subscription it covers and only where it expressly changes these Terms; (b) the DPA, for the processing of personal data; (c) these Terms; (d) the End User License Agreement and the Acceptable Use Policy.

If the Customer and Stanch have signed a separate agreement for the Service, that agreement applies instead of these Terms, to the extent it covers the same subject.

2. Definitions

• “Service” means the Stanch data-loss prevention service: the cloud console at app.stanch.ai and its programming interfaces, the Software, and related support.
• “Software” means the Stanch endpoint agent for Windows and macOS, the Stanch browser extension for Chrome and Microsoft Edge, their helpers and installers, and their updates.
• “Customer Data” means the data the Customer, its Authorized Users or its devices submit to the Service or that the Service processes for the Customer, including security events, device records, configuration and any evidence the Customer chooses to collect.
• “Authorized Users” are the people the Customer allows to use the console or administer the Service.
• “Endpoint Users” are the people who use devices on which the Customer installs the Software, such as its employees and contractors.
• “Documentation” means the guides and descriptions of the Service that Stanch makes available, as updated from time to time.
• “Order form” means an ordering document, quote or online order for the Service that refers to these Terms.
• “Subscription Term” means the period stated in the order form, including renewals.
• “Fees” means the amounts payable under an order form.

3. The Service

Stanch will provide the Service to the Customer during the Subscription Term, as described in the Documentation and the order form. We may improve and change the Service, but we will not materially reduce its core functionality during a paid Subscription Term.

The Software is licensed under the End User License Agreement.

Optional features

Some features are off until the Customer turns them on, including evidence collection (which keeps the content behind selected incidents in an encrypted store) and Stanch Agent (an assistant in the console). Stanch Agent uses a third-party AI model provider, listed on our Subprocessors page, and receives the data described there. Its answers can be incomplete or wrong; the Customer is responsible for reviewing them before acting on them. Stanch Agent can only propose changes to cases, and a person must approve them.

Evaluations and pilots

If Stanch provides the Service for an evaluation, pilot or trial, or provides a feature marked as a preview, it is provided “as is”, without any warranty, indemnity or service commitment, may be changed or ended at any time, and is used at the Customer’s own risk, unless the order form says otherwise.

Support and service levels

Support channels and any service levels are those stated in the order form. Unless an order form states one, Stanch makes no commitment on availability or response times, but will use reasonable efforts to keep the Service available and to give advance notice of planned maintenance where practicable.

4. Accounts and access

The Customer controls who has access to its account and with which role, and is responsible for the actions of its Authorized Users. The Customer must keep sign-in credentials, API keys and device enrolment codes confidential, use two-step verification where the Service offers it, and tell us promptly at security@stanch.ai if it suspects unauthorised access.

5. The Customer’s responsibilities for monitoring

Stanch inspects information that Endpoint Users send from the devices on which the Customer installs the Software. The Customer decides whether, where and how to deploy it: which devices and channels are covered, the rules, the retention periods, whether evidence is collected and who may see the results. The Customer is the controller of that processing, and Stanch is its processor under the DPA. The Customer is responsible for:

• having a lawful basis for the monitoring, and complying with all laws that apply to monitoring people at work where its Endpoint Users are located, including data-protection, employment, labour and communications laws and the decisions of courts and regulators on workplace monitoring;
• telling Endpoint Users clearly, before the Software is used on their devices, that Stanch is installed, what it does and why; our page Stanch on your work computer may help, but the Customer remains responsible for its own notice;
• obtaining any consent, and consulting any works council, union or employee representative, that applicable law or agreements require, and carrying out any data-protection impact assessment the law requires;
• configuring the Service proportionately: installing the Software only on devices the Customer owns or manages for work, covering only the channels and data its security purposes need, keeping data no longer than needed, and limiting evidence collection and access to what is justified;
• where it enables inspection of encrypted (TLS) traffic, doing so lawfully and consistently with the terms of the applications concerned;
• the lawfulness of the data it gives the Service, such as the values and documents it registers for detection, and of its instructions to Stanch;
• meeting the system requirements in the Documentation, deploying and removing the Software, and keeping it up to date.

6. Acceptable use

The Customer and its Authorized Users must use the Service in accordance with the Acceptable Use Policy. Stanch may suspend access under section 14 if the Service is used in breach of it.

7. Customer Data

As between the parties, the Customer owns Customer Data. The Customer grants Stanch the right to process Customer Data to provide, secure and support the Service and as the Agreement and the DPA otherwise allow.

Stanch will not sell Customer Data, will not use it to train or improve machine-learning models, and will access it only to provide the Service, to prevent or fix security or technical problems, at the Customer’s request (for example in a support session the Customer approves), or where the law requires.

Stanch may collect technical information about how the Service operates, such as performance measurements, error counts, feature usage counts and software versions, and use it to run, secure and improve the Service. When used for any purpose beyond the Customer’s own account, this information is aggregated or de-identified so that it does not identify the Customer or any individual.

Stanch will protect Customer Data with the security measures described in the DPA.

8. Fees and payment

The Customer will pay the Fees in the order form. Unless the order form says otherwise, Fees are invoiced annually in advance, are due within 30 days of the invoice date, and are non-refundable except as these Terms provide. Fees exclude taxes; the Customer pays any sales, use, value-added or similar taxes on them, other than taxes on Stanch’s income. If undisputed Fees remain unpaid more than 30 days after they are due, Stanch may suspend the Service after giving written notice.

9. Intellectual property

Stanch and its licensors own the Service, the Software, the Documentation and all improvements to them, including all intellectual property rights. The Customer receives only the rights expressly granted in the Agreement.

If the Customer or its users give Stanch suggestions or feedback, Stanch may use them without restriction or payment, but will not identify the Customer as their source without permission.

Stanch will not use the Customer’s name or logo in marketing without the Customer’s prior written consent.

10. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform the Agreement, and share it only with its employees, contractors and advisers who need to know it and are bound by duties of confidentiality at least as protective. Customer Data is the Customer’s confidential information.

Confidential information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party without a duty of confidence. A party may disclose confidential information where the law requires, after giving the other party prompt notice where the law allows.

These duties last during the Agreement and for five years after it ends, and for trade secrets for as long as they remain trade secrets.

11. Warranties and disclaimers

Each party confirms that it has the authority to enter into the Agreement.

Stanch warrants that, during a paid Subscription Term, the Service will perform materially as described in the Documentation, and that it will not materially reduce the security of the Service. If the Service does not, the Customer should tell us; we will try to correct it, and if we cannot within a reasonable time, either party may end the affected subscription and Stanch will refund the prepaid Fees for the remaining period. This is the Customer’s only remedy for breach of this warranty.

No data-loss prevention product stops every leak. Stanch inspects only the channels, applications and content types the Documentation describes as supported, and only on devices where the Software is installed, running and configured. Detection relies on patterns and models that can miss sensitive information or flag information that is not sensitive. The Service supports the Customer’s security program; it does not replace it, and it is not legal, compliance or security advice.

Except as expressly stated in the Agreement, and to the fullest extent the law allows, the Service, the Software and the website are provided “as is”, and Stanch disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Service will be uninterrupted or error-free.

12. Indemnities

By Stanch. Stanch will defend the Customer against any third-party claim that the Service, used as the Agreement permits, infringes that party’s intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, Stanch may obtain the right for the Customer to continue using the Service, modify it so that it does not infringe, or, if neither is reasonably possible, end the affected subscription and refund the prepaid Fees for the remaining period. Stanch has no obligation for claims arising from Customer Data, from combining the Service with anything Stanch did not provide, from modifications Stanch did not make, or from use in breach of the Agreement.

By the Customer. The Customer will defend Stanch against any third-party claim arising from Customer Data, from the Customer’s deployment or use of the Service to monitor people in breach of the law or of section 5, or from use of the Service in breach of the Acceptable Use Policy, and pay the damages and costs finally awarded or agreed in settlement.

Procedure. The party seeking defence must notify the other promptly, give it sole control of the defence and settlement (a settlement may not impose an obligation or admission on the defended party without its consent), and provide reasonable cooperation at the defending party’s expense.

13. Limitation of liability

Excluded losses. To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if it was told they were possible.

Cap. To the fullest extent the law allows, each party’s total liability arising out of or in connection with the Agreement is limited to the Fees paid and payable by the Customer under the Agreement in the 12 months before the event that gave rise to the liability.

Exceptions. These limits do not apply to the Customer’s obligation to pay Fees, to either party’s indemnity obligations, to liability for fraud, gross negligence or wilful misconduct, or to liability that the law does not allow to be limited.

14. Term, suspension and termination

The Agreement lasts for as long as a Subscription Term is in effect. Renewal is as stated in the order form.

Either party may end the Agreement by written notice if the other materially breaches it and does not cure the breach within 30 days of notice, or if the other becomes insolvent, makes an arrangement with its creditors or enters liquidation.

Stanch may suspend the Customer’s access, in whole or in part, if this is reasonably needed to prevent harm to the Service, to other customers or to third parties, if the Service is used in breach of the Acceptable Use Policy, if the law requires it, or for non-payment under section 8. Stanch will give notice where it reasonably can and restore access once the reason is resolved.

When the Agreement ends, the Customer’s right to use the Service ends, and the Customer must stop using the Software and remove it from its devices. For 30 days after the end, the Customer may export Customer Data through the console, which remains available read-only for that purpose. Stanch then deletes Customer Data as described in the DPA. If the Agreement ends because of Stanch’s uncured breach, Stanch will refund the prepaid Fees for the remaining period.

Sections that by their nature should survive the end of the Agreement, including sections 7 and 9 to 13 and 16, survive it.

15. Using this website

Anyone may use stanch.ai for information about Stanch. The website’s content is for general information, may change without notice, and is not an offer or a commitment about the Service; the Agreement governs the Service.

When using the website, you must not break the law, attempt to gain unauthorised access to it or to our systems, interfere with its operation, introduce malicious code, or copy or scrape it in a way that burdens it. Security research is welcome under the rules on our Security page.

Links to other websites are provided for convenience; we are not responsible for their content. The Stanch name and logo are our trademarks and may not be used without our permission.

Our Privacy Policy and Cookie Policy explain how we handle data on the website.

16. General

Governing law and courts. The Agreement, and any dispute arising out of or in connection with it, is governed by the laws of the State of Israel, without regard to its conflict-of-laws rules, unless the order form names another law. The courts of Tel Aviv-Jaffa, Israel have exclusive jurisdiction, unless the order form names other courts. Either party may seek urgent injunctive relief in any competent court. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to these Terms. We may update these Terms by publishing a new version on this page. For a Customer with an active subscription, changes take effect at the next renewal of its Subscription Term, unless we give at least 30 days’ notice of an earlier date or the change is required by law. Changes that affect only the website apply when published.

Assignment. Neither party may assign the Agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition or sale of all or substantially all of the relevant business, with notice.

Subcontractors. Stanch may use subcontractors and subprocessors to provide the Service and remains responsible for their performance.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

Compliance. Each party will comply with the anti-corruption, export-control and sanctions laws that apply to it. The Customer will not use or allow access to the Service in a country, or by a person, subject to applicable sanctions.

Notices. Notices to the Customer may be sent to the email address of its account owner or the address in the order form. Notices to Stanch must be sent to contact@stanch.ai.

Relationship. The parties are independent contractors. The Agreement creates no partnership, agency or employment relationship, and no third-party beneficiaries.

Entire agreement. The Agreement is the parties’ entire agreement on its subject and supersedes prior agreements and understandings about it. Terms in a Customer purchase order or similar document do not apply. A failure to enforce a right is not a waiver. If a provision is unenforceable, the rest remains in effect, and the provision applies to the extent it is enforceable.

Language. These Terms are written in English. A translation is for convenience only; the English version prevails.

17. Contact

Questions about these Terms: contact@stanch.ai.