Sidekick Legal Terms and Conditions

Last Updated: March 14, 2024

Terms of Service

Background

The Sidekick plugin provides additional local features during your use of the BinaryNinja desktop application (the “Plugin”.) Your use of the Plugin is subject to the End User License Agreement for the Plugin.

The Sidekick service is available by subscription and accessible through the Plugin, is an Artificial Intelligence/Machine Learning (AI/ML)-powered service that augments the BinaryNinja desktop application providing additional capabilities that help users analyze and understand binary programs (the “Service”), to the extent and within the Service subscription tier you have chosen, which may alter data caps, prioritization of your Sidekick queries, and other features (“Service Tier”.)

These terms, together with any referenced guidelines, laws, or policies such as our Data Privacy Policy, collectively constitute the Terms of Service (“ToS”) that you agree to as a condition of using the Service.

The terms “you” or “your” in the ToS mean you as the user of the Service or, if you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and in which case the terms “you” and “your” collectively include both you and the entity on behalf of which you are accepting the ToS. Any reference to “we”, “us”, or “our” means Vector 35 Inc, a Delaware Corporation, the company that furnishes the Service.

The term “Data” means the information which you submit or is uploaded through your use of the Service, or which we otherwise collect or generate as a result of your use of the Service, which includes without limitation any information from or derived from binaries, annotations to the binaries (such as comments, structures, names, types, etc.), text, comments, as well as any user information not otherwise governed by our Data Privacy Policy.

The term "Metadata" means the additional information included with the Data in each request to the Service for providing support for and monitoring abuse of the Service. The Metadata collected from the Plugin and included with each request to the Service includes the following:

• Sidekick service plan API key
• Binary Ninja license serial number
• Binary Ninja version number
• Python version used to execute the Plugin
• Request size
• Request header user agent
• IP address
• Date and time of the request

The term "Third Party" means an external entity or service that the Plugin or Service utilizes in our ability to provide the Plugin or Service.

Conditions

The Plugin may be used without the Service; however, in order to use the Service, you must provide a Service API key generated from a user account of the Sidekick service. The Plugin will share Data with our servers and may share Data with Third Parties as necessary for our ability to provide the Service.

Prohibitions

You are prohibited from using the Service in a manner which:

• is not expressly allowed under these ToS;
• is in breach of any applicable local, national, or international law or regulation;
• transfers or attempts to transfer any rights granted to you under the ToS;
• harms or infringes upon our rights or interests, or those of any third party, including for example:
  • discrediting any individual, product, or firm;
  • circumventing any copy-protection, license servers, or other protections designed to protect against the unauthorized copying or use of any product or service, including the Service, except in connection with bona fide security research;
  • engaging in any activity that could damage, overload, harm or impede the normal functioning of the Service;

Further, as a condition of your use of the Service, you agree that you will not:

• attack, or attempt to attack the Service via any means, including for example a denial-of-service attack or a distributed denial-of service attack;
• obtain, use or mine information from the Service except as specifically permitted by the ToS, including without limitation in any way that could identify individual persons in their private capacity, or any attempt to access or misappropriate content contained in any such information;
• use the Service as a component in any other automated service whether commercial or otherwise;
• attribute any information or intelligence you receive through the Service to any third party without our explicit written permission;
• gain unauthorized access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service, or act in any manner intended to impersonate or masquerade as another individual; or
• use the Services with any Data that is or could be considered proprietary, classified, or sensitive, personally-identifiable information, or Data that is or could be considered subject to the International Traffic in Arms Regulations (“ITAR”), or to do any other thing which may cause the appearance that we have provided a defense article or service as defined therein.

Rights in and License to Data

You retain any preexisting ownership rights to original material in the Data. When Data or other information is made accessible by you through the Plugin to the Service, you give us (and our partners) a worldwide, non-exclusive, royalty- and cost-free, transferrable license to use, edit, host, store, reproduce, modify, create derivative works, sell or offer for sale, and distribute regardless of format and without respect to any restrictive markings either,

1. For your Commercial Use of the Service, solely for our ability to provide the Service, or
2. For your Non-Commercial Use of the Service, for our ability to provide the Service, as well as for us to use any such Data for continual product improvement and training of our AI/ML models, or
3. For your limited free Use of the Service, for our ability to provide the Service, as well as for us to use any such Data for continual product improvement and training of our AI/ML models.

For our ability to provide the Service, we may share the Data with Third Parties that separately define their own rights to the Data; however, we will undertake reasonable efforts to ensure that we select Third Parties with rights to data consistent with our own. Refer to Third Party Services for more information.

By using the Service, you represent that the Data complies with these ToS, that you are either the original owner of the Data or that you have the necessary rights and permissions to contribute the Data with the requisite license, and understand that you share it, and information about it, with us, and our partners and Third Parties, and that insights drawn from Data may be used by us, including to monitor and further improve the Service.

We will undertake reasonable efforts to limit dissemination and derivatives to the materially pertinent portion of Data, without needless duplication or dissemination of Data unrelated to the material part.

Although we have no obligation to monitor use of the Service, user Content or any Data, we may monitor the Service to detect and prevent fraudulent activity or violations of these ToS and retain sole discretion to remove Data, Content or users from the Service at any time and for any reason without notice. This includes recording identifying information such as your IP address to verify compliance, attribute malicious activity, and ensure our compliance with applicable laws and regulations, including without limitation the Digital Millennium Copyright Act. In any event, we shall at all times have the right to remove any Data from the Service without notice and in our sole discretion.

Upon your request, we will take reasonable efforts to delete or cease use of Data, but you understand and agree that, except as required by law and as set forth in our Data Privacy Policy, we have no liability for the deletion of any Data, content, other materials or communications maintained by the Service or shared with our partners. Notwithstanding the foregoing, the Data is irrevocably licensed, and we can make no guarantees about our ability to remove Data, derivatives, latent data, artifacts, previously-transmitted or transferred Data, or Data upon which our AI/ML models have been trained.

Our Rights

All rights, title, and interest in and to the Service are and will remain our exclusive property. Nothing in these ToS should be construed as conferring, by implication or otherwise, any license or right under any copyright, patent, trademark, database right, sui generis right or other intellectual property or proprietary interest of ours, our licensors or any third party. Nothing in our ToS gives you a right to use our trademarks, logos, domain names, and other distinctive brand features.

Any Data, feedback, comments, or suggestions you may provide to, or regarding us or our Service is voluntary. We are free to use any feedback, comments or suggestions as we see fit and without obligation to you.

Changes in Service

The Service is constantly evolving, and the form and nature of the Service may change from time to time without prior notice to you. We may update and amend the ToS from time to time and you will be notified of any such changes, and your continued use of the Service after such notification shall constitute your acceptance of the amended ToS. In the event such changes in the ToS are unacceptable to you, you may cease use of the Service at any time.

We may establish limits on your use of the Service, consistent with the Service Tier which you have purchased, including storage, bandwidth, computational resources or otherwise, at our sole discretion and at any time without prior notice to you.

Our failure to enforce any right or provision of these ToS will not be deemed a waiver of such right or provision. In the event that any provision of these ToS is held to be invalid or unenforceable, the remaining provisions of these ToS will remain in full force and effect.

Disclaimers

Your access to and use of the Service is at your own risk. You understand and agree that the Service is developmental and provided to you on an "as-is" basis without representation or warranty, whether express, implied, or statutory. Without limiting the foregoing, we specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant or guarantee that the Service and Data are accurate, reliable or correct; that the Service and Data will meet any requirements you may have; that the Service and Data will be available at any particular time or location, uninterrupted, error-free, without defect or secure unless otherwise provided in your Service Tier; that any defects or errors will be corrected; or that the Service and Data are free of viruses or other harmful components.

We are not liable for any loss or damage caused by your use of the Services, nor any manner of denial of service/distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, Data or other proprietary material due to your access to or use of the Service or Data or any third-party content or websites accessed through, or in any way in conjunction with, the Service or Data.

We make no representations or warranties, express or implied, with respect to any functions, insights or assistance provided by the Service, and expressly disclaim any condition or warranty of merchantability, non-infringement, or fitness for a particular purpose.

Except as may be required by law and as set forth in our Data Privacy Policy, you further understand and agree that we have no responsibility or liability for the deletion of, or the failure to store or transmit, any Data, content, other materials or communications maintained by the Service or shared with our partners.

Limitation of Liability

WE AND ANY PAST, PRESENT OR FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARE NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL , EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER LOSSES, RESULTING FROM (i) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR DATA; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR SUBMISSIONS, UPLOADS, OR DATA CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMIT OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO CASE SHALL OUR LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE.

Jurisdiction and Choice of Law

If either we, or you, bring against the other any proceeding arising out of this ToS or pertaining to the use of Services or Data, such proceeding will be heard exclusively in the United States District Court for the Middle District of Florida, Orlando Division, or, only if there is no Federal subject matter jurisdiction, in any state court of Florida sitting in Brevard County, and you and we submit to the exclusive jurisdiction of those course for purposes of any such proceeding. The laws of the state of Florida, excluding its conflict of law provisions, governs all matters (including, without limitation, the validity, interpretation, and construction,) of the ToS, any dispute, claim, or proceeding arising out of or in connection with the ToS, or their subject matter or formation (including non-contractual disputes or claims).

Third Party Services

For our ability to provide the Service, we may share Data with the following Third Parties, whose terms of use and privacy policies for the shared Data are also provided:

• OpenAI
  • https://openai.com/enterprise-privacy
• Mistral AI
  • https://mistral.ai/terms/#terms-of-use
• Anthropic
  • https://www.anthropic.com/legal/commercial-terms
  • https://www.anthropic.com/legal/privacy

Data Privacy Policy

Purpose

This policy outlines the information that is collected, stored, used, and retained by the Service when using the Plugin as defined in our Terms of Service.

Information Collected

As defined in our Terms of Service, the Plugin collects and shares with the Service information from and derived from the binaries loaded by Binary Ninja (the Data) and information for the purpose of providing support for and monitoring abuse of the Service (the Metadata).

Use of Information

The information shared with the Service will be used according to your Use of the Service per our Terms of Service based on your Service Tier. It will not be used or shared for any other purpose, nor will we sell it to any third party.

For our ability to provide the Service, we may share the Data with Third Party Services that separately define their own data privacy policy; however, we will undertake reasonable efforts to ensure that we select Third Parties with data privacy policies consistent with our own. Refer to Third Party Services for more information.

Retention of Information

The information shared with the Service (including both the Data and Metadata) will be retained as follows:

• Metadata from all Service requests will be retained indefinitely (for providing support and monitoring abuse), unless requested for removal
• Data permitted for continual product improvement and training of our AI/ML models according to your Use of the Service (per our Terms of Service) will be retained indefinitely, unless requested for removal
• Data not permitted for continual product improvement and training of our AI/ML models according to your Use of the Service (per our Terms of Service) will be removed after 30 days from the date of the Service request

User Consent

By using the Plugin and/or Service, you consent to the collection, storage, use, and retention of the information outlined in this policy.

Questions or Concerns

If you are uncertain that your use of the Service complies with the ToS or have a question or concern with any aspect of the ToS, Data Privacy Policy, Site or Service, please contact us. We value our users' privacy and will do everything we can to address any concerns they may have.