Webscout Master Services Agreement
Last Updated: 21 September, 2025.
This Master Services Agreement (“Agreement”) is entered into between Coredive ApS (CVR: 43463471), a Danish company trading as Webscout (“Webscout”), and the entity or individual purchasing the Services (“Client”).
This Agreement governs the Client’s access to and use of Webscout’s products, services, and data (collectively, the “Services”). By executing an Order Form that references this Agreement, or by accessing or using the Services, the Client agrees to be bound by its terms.
This Agreement incorporates by reference the Webscout Privacy Policy (https://webscout.io/privacy) and any applicable Data Processing Agreement (“DPA”) as required under Regulation (EU) 2016/679 (GDPR).
1. License and Usage Restrictions
1.1. Grant of License. Subject to the terms of this Agreement and payment of all applicable fees, Webscout grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the purchased Services and any data provided therein (“Data”) solely for the Client’s internal security analysis and threat intelligence purposes during the Subscription Term.
1.2. Usage Restrictions. Client shall not, and shall not permit any third party to:
Resell, sublicense, distribute, lease, or otherwise make the Services or Data available to any third party.
Use the Services or Data to develop a product or service that competes with Webscout.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structures of the Services.
Copy, modify, or create derivative works of the Services or Data, except as expressly permitted for internal analysis.
Use the Services or Data in any manner that violates applicable law or infringes upon the intellectual property rights of Webscout or any third party.
2. Payment and Fees
All fees are specified in the Order Form and are quoted in Danish Kroner (DKK). Fees are invoiced annually in advance and are due within thirty (30) days of the invoice date. Late payments shall be subject to an interest charge of 1.5% per month, or the maximum rate permitted by law, whichever is lower. All fees are non-refundable except as expressly stated in Section 3.5.
2.1. VAT. All fees are quoted exclusive of VAT. If applicable and required by law, the appropriate VAT will be added at the time of invoicing.
3. Term and Termination
3.1 Term. This Agreement begins on the Effective Date of the first Order Form and continues until all Subscription Terms have expired or until terminated in accordance with this Section.
3.2 Termination for Convenience. Either party may terminate this Agreement for convenience only after the expiration of all active Subscription Terms. Early termination during an active Subscription Term is not permitted.
3.3 Termination for Cause. Either party may terminate this Agreement if the other party commits a material breach of its obligations and fails to cure such breach within thirty (30) days after receiving written notice.
3.4 Immediate Termination. Either party may terminate this Agreement immediately, without providing a cure period, in the event of a non-curable material breach. Non-curable breaches include, but are not limited to:
The Client’s breach of the license restrictions in Section 1,
The Client’s failure to pay undisputed fees when due,
Either party’s violation of applicable law,
Repeated material breaches after prior written notice.
3.5 Effect of Termination. Upon termination of this Agreement for any reason:
All rights and licenses granted to the Client under this Agreement immediately cease, and the Client must immediately discontinue use of the Services.
All fees accrued prior to the effective date of termination remain due and payable.
Fees are non-refundable except in the case of termination by the Client due to Webscout’s uncured material breach, in which case Webscout will refund any prepaid, unused fees.
4. Intellectual Property and Data Ownership
4.1. Webscout IP. Webscout and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services, the Data, and any underlying technology or documentation. No rights are granted to the Client other than as expressly set forth herein.
4.2. Client Data. Any data, queries, or information submitted by the Client (“Client Data”) to the Services remains the property of the Client. The Client grants Webscout a worldwide, royalty-free license to use, process, and analyse Client Data solely to the extent necessary to provide and improve the Services.
4.3. Webscout-Generated Data. For the avoidance of doubt, all Data provided by Webscout to the Client, and any intelligence, analysis, or data derived by Webscout from the processing of Client Data, are the exclusive property of Webscout.
4.4. Export of Results. The Client may download or export analysis results from the Services, provided such exports are used exclusively for the Client’s internal purposes and are handled in accordance with the confidentiality and usage restrictions of this Agreement.
5. Data Protection and Compliance
5.1. GDPR Compliance. Both parties agree to comply with their respective obligations under EU’s General Data Protection Regulation (“GDPR”).
Webscout as a Processor. When processing Client Data containing personal data on behalf of the Client, Webscout acts as a “Data Processor,” and the Client is the “Data Controller.” The terms of the DPA shall apply.
Webscout as a Controller. When providing its proprietary intelligence Data, which may constitute personal data collected independently by Webscout, Webscout acts as a “Data Controller.”
5.2. Security. Webscout shall implement and maintain appropriate technical and organizational security measures to protect the Services and any data therein from unauthorized access, use, or disclosure, consistent with industry best practices and applicable law. Breach notifications shall be handled in accordance with the Data Processing Agreement (“DPA”) and GDPR requirements.
6. Confidentiality
6.1. Confidential Information. During the course of the Agreement, either party (“Receiving Party”) may receive confidential information belonging or relating to the other party (“Disclosing Party”). For the purposes of this Agreement confidential information shall mean non-public information and documentation of a party disclosed to or accessed by other party in connection with the Agreement, including information about a party's employees, products, services, customers, suppliers, contractors, tradecraft, intellectual property, and other third parties conducting business with the party.
6.2. Obligations. The receiving party shall use Confidential Information only for the purposes of this Agreement, hold it in confidence, and not disclose it to any third party. Each party shall take reasonable measures to protect the confidentiality of the other party’s information. These obligations shall not apply to information which:
Has already passed into the public domain other than by breach of the Agreement
Is already in the receiving party’s possession without a duty of confidentiality
The Receiving Party received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure
The Receiving Party has independently developed without access to the Confidential Information
Can be defined as Client Data; or
Has been expressly allowed for sharing by the Disclosing Party.
6.3. Subject to the obligations under this clause, the Receiving Party is entitled to disclose Confidential information to the employees and management of the Receiving Party. In connection with any such disclosure, the Receiving Party will ensure that the individuals to whom the information is disclosed are made aware of and abide by the confidentiality obligations under the Agreement.
6.4. Required Disclosures. Nothing in this clause shall be interpreted to restrict either party from disclosing Confidential Information obtained from the other party where such disclosure is required in order to comply with any applicable law, regulation, or court order. Where legally permissible, the disclosing party shall provide the other party with prompt written notice of such requirement and shall limit the disclosure strictly to the extent necessary to comply with such legal obligation.
7. Service Availability (SLA)
7.1. Uptime Commitment. Webscout commits to a Yearly System Availability of 98.0% for its Online platform Services. This commitment does not apply to any test, demo or development systems. “System Availability” is defined as the time in the calendar year the system is available via HTTP/HTTPS for normal usage.
The following events are not counted negatively against the System Availability:
Scheduled maintenance for which Webscout will provide at least one week’s advance notice and which will be scheduled outside of Business Hours (9:00 to 17:00 CET, Monday-Friday) when possible
Scheduled and periodic offline backups by Webscout
Scheduled maintenance by the hosting or infrastructure providers of Webscout, of which Webscout will give prior notice to the Client
Denial of Service as a result of external attacks against Webscout or its hosting and infrastructure provider(s)
Events typically regarded as force majeure.
Scheduled maintenance and offline backups shall be subject to the following limitations:
Scheduled maintenance or offline backup shall be carried out outside normal business hours when possible
The total number of hours in any calendar month during which the platform services are unavailable due to scheduled maintenance or offline backup shall not exceed twenty (20) hours.
Nothing of the above restricts Webscout and the Client to agree on maintenance windows outside of the schedule or to amend the schedule in agreement, in order to react in a flexible manner to security alerts, raised bug reports or other events requiring maintenance.
7.2. Incident Response. Webscout will respond to and resolve service incidents according to the following severity levels and timelines:
7.3. Service Credit. Following a documented Severity 1 (Critical) incident that results in the Yearly System Availability dropping below the 98.0% commitment, the Client may submit a written request to Webscout for a service credit.
An Approved credit will be calculated as a percentage of the monthly fee attributable to the affected Service, in accordance with the following schedule:
Webscout will acknowledge all requests for a service credit within ten (10) business days of receipt and will inform Customer within thirty (30) calendar days whether the request is approved or denied.
8. Warranties and Disclaimers
8.1. Mutual Warranties. Each party warrants that it has the legal power to enter into this Agreement.
8.2. Webscout Warranties. Webscout warrants that the Services will perform materially in accordance with applicable documentation and will not infringe upon any third-party intellectual property rights.
8.3. Client Warranties. Client warrants that it has all necessary rights to provide Client Data to Webscout for processing.
9. Limitation of Liability and Indemnification
9.1. Limitation of Liability. To the maximum extent permitted by law, neither party shall be liable for any indirect, consequential, special or punitive damages, including loss of profits or revenue.
9.2. Liability Cap. Each party’s total aggregate liability arising out of or related to this agreement shall not exceed the total fees paid or payable by the Client to Webscout during the twelve (12) months immediately preceding the event giving rise to the liability.
9.3. Indemnification. Webscout will defend and hold harmless the Client against any third-party claim that may arise from the Services infringing an EU patent or copyright. The Client will defend Webscout against any third-party claim that may arise from the Client's breach of this Agreement or any misuse of the Services.
10. General Provisions
10.1. Notices. All notices shall be in writing and sent to the addresses on the Order Form or via email to designated contacts. Any notice under this Agreement shall be deemed duly given when sent by registered mail. Proof of dispatch or transmission shall constitute conclusive evidence of delivery.
10.2. Entire Agreement. This Agreement, including all Order Forms and referenced policies, constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter. Any conflicting terms on a Client’s purchase order are void. Both parties waive any right they may have to claim damages or to rescind (in the case of misrepresentation) the Agreement for any misrepresentation or warranty not set out in this Agreement unless such misrepresentation or warranty was made fraudulently.
10.3. No Waiver. Any failure by either party to exercise an option or right conferred by this Agreement shall not of itself constitute or be deemed a waiver of such option or right.
10.4. Severability. If any provision in this Agreement is declared void or unenforceable by any judicial or administrative authority this shall not nullify the remaining provisions of this Agreement which shall remain in full force and effect.
10.5. Transferability. Neither party shall be entitled to assign its rights and obligations under the Agreement to a third party without the other party's prior written consent, however such consent should not be unreasonably withheld or delayed.
10.6. Advertising and Publicity. Neither the Client nor Webscout shall advertise, publish, or otherwise disclose the existence or terms of this Agreement, including the use of the other party’s name, logo, or trademarks, without the prior written consent of the other party.
11. Disclaimer
Except as otherwise expressly provided, the Services are provided “as is.” Webscout disclaims all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Webscout cannot guarantee that the Services will be free of false positives or false negatives, or that all such errors will or can be corrected. The client is solely responsible for any actions taken based on the Services.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Denmark, without regard to its conflict of law principles. Any dispute arising in connection with this Agreement shall be settled exclusively by arbitration in Copenhagen in accordance with the rules of the Danish Institute of Arbitration.
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