Management Console Agreement
This Management Console Agreement ("Agreement") is between Osprey Project LLC, a California limited liability company ("Osprey Project LLC", "we", "us", or "our"), and the entity on whose behalf an account is created ("Provider", "you", or "your"). By creating an account, clicking to accept, or using the Osprey management console at console.osprey.ac (the "Console"), you accept this Agreement. The person accepting represents that they have authority to bind the Provider. This is the separate agreement referenced in Sections 5 and 9 of the Terms of Service ("Public Terms").
1. Definitions
"Managed Client" means an organization the Provider manages through the Console. "End User" means a person using the Osprey extension on a device enrolled under a Managed Client. "Active Device" means an enrolled device that is not archived, as shown on the Console's usage page. "Threat Intelligence Sources" has the meaning given in Section 9 of the Public Terms. Capitalized terms used but not defined in this Agreement have the meanings given in the Public Terms.
2. Access and license
We grant the Provider a non-exclusive, non-transferable right to access and use the Console during the term of this Agreement to deploy, configure, and manage the Osprey extension for Managed Clients. The Console is closed-source and is not licensed for self-hosting or redistribution. The Provider may not reverse engineer the Console except where law permits notwithstanding this limit, sublicense or resell Console access outside the managed relationship, or use the Console to build a competing product.
3. Relationship to the Public Terms
The Public Terms govern use of the Service, including the hosted proxy, by the Provider, Managed Clients, and End Users. This Agreement governs the Console. If this Agreement conflicts with the Public Terms regarding the Console, this Agreement controls.
4. Provider responsibilities
The Provider is responsible for its team members' accounts and credentials, for the accuracy of enrollment and configuration, and for the acts and omissions of its Managed Clients and End Users as if they were the Provider's own. The Provider will bind each Managed Client, and will require each Managed Client to bind its End Users, to terms no less protective of Osprey Project LLC than the Public Terms, including the restrictions in Section 9 of the Public Terms, the acceptable use rules, the disclaimers, and the absence of any direct claim against Osprey Project LLC. The Provider will take commercially reasonable steps to ensure Managed Client and End User compliance and will assist us in enforcing these terms on reasonable request. Pricing between the Provider and its Managed Clients is the Provider's own business.
5. Fees and billing
Fees accrue on Active Devices during each billing period at the rates presented at signup or in the Console, are billed monthly through Stripe, and are exclusive of taxes, which the Provider is responsible for. Archived devices are excluded from the billable count. We may change rates with at least 30 days' notice, effective at the next billing period. If payment fails, we may suspend Console access after notice until payment is made. Billing disputes must be raised within 60 days of the charge. Fees are non-refundable except where required by law.
6. Threat intelligence licensing
Section 9 of the Public Terms is incorporated into this Agreement. Some Threat Intelligence Sources are licensed for non-commercial use only and are disabled for managed deployments through the configuration the Console delivers. The Provider may not circumvent these restrictions and will not permit Managed Clients or End Users to do so; circumvention is grounds for immediate termination. Threat Intelligence Sources may be added, removed, or restricted at any time as upstream licensing requires, without credit or refund. The Provider acknowledges that the Console records compliance-relevant events, including events indicating use of a restricted Source.
7. Branding
The Provider may brand client-facing output using the Console's branding features and may not otherwise misrepresent the origin of the Service. The Provider grants us a license to host and display its brand assets within its tenant for that purpose and warrants that it holds the rights to those assets. Use of the Osprey name and branding is governed by Section 11 of the Public Terms.
8. Data
As between the parties, the Provider owns the data in its tenant, including enrollment, configuration, event, and device data. We process that data to provide, operate, secure, and improve the Console and the Service as described in the Privacy Policy. The Provider is responsible for the lawful basis, notices, and consents needed to submit Managed Client and End User data, including device tags and user email addresses. For 30 days after termination, the Provider may export its tenant data from the Console; we then delete it in the ordinary course, subject to backup cycles and legal obligations.
9. Service level
The Console and the Service are provided on a best-effort basis with no service level commitment. We may perform maintenance, and features may change over time. Preview and beta features are provided as is and may be modified or withdrawn at any time.
10. Term, suspension, and termination
This Agreement runs month to month and renews with each billing period. Either party may terminate at any time; accrued fees remain due. We may suspend or terminate immediately for breach of this Agreement or the Public Terms, circumvention under Section 6, non-payment, a security risk, or where required by law or by a Threat Intelligence Source's licensing. On termination, Console access ends and configuration documents stop being served to enrolled devices. Sections 4, 6, 8, and 11 through 14 survive termination.
11. Disclaimers
Each party represents that it has the authority to enter this Agreement. The disclaimers in Section 14 of the Public Terms apply to the Console and this Agreement. The Console and the Service are provided as is and as available.
12. Indemnification
The Provider will defend, indemnify, and hold harmless Osprey Project LLC and its members, managers, contributors, maintainers, operators, licensors, and service providers from any claim, liability, damage, loss, or expense, including reasonable attorneys' fees, arising out of the Provider's use of the Console, claims by Managed Clients or End Users, data the Provider submits, the Provider's breach of this Agreement, or circumvention under Section 6.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONSOLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF OSPREY PROJECT LLC ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONSOLE WILL NOT EXCEED THE FEES PAID BY THE PROVIDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO THE PROVIDER'S PAYMENT OBLIGATIONS, THE PROVIDER'S INDEMNIFICATION OBLIGATIONS, OR THE PROVIDER'S BREACH OF SECTION 6.
14. General
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws rules, and the state and federal courts located in San Diego County, California have exclusive jurisdiction over disputes arising out of or related to it, except to the extent applicable law requires otherwise. Notices to the Provider may be sent to the account email; notices to us go to support@osprey.ac. We may update this Agreement with at least 30 days' notice, and continued use of the Console after the effective date of an update means the Provider accepts it. The Provider may not assign this Agreement without our prior written consent; we may assign it in connection with a reorganization or transfer of the Service. The parties are independent contractors. Managed Clients and End Users are not third-party beneficiaries of this Agreement and have no claim against Osprey Project LLC under it. This Agreement, the Public Terms, and the Privacy Policy are the entire agreement regarding the Console. If any provision is found unenforceable, it will be limited or eliminated to the minimum extent necessary and the remaining provisions will remain in full force. Failure to enforce a provision is not a waiver of it.