Privacy Policy
Cyberint
Standard Terms and Conditions
The
Cyberint Standard Terms and Conditions specified herein, including any of its
exhibits, annexes, appendixes, or other document to which these Cyberint
Standard Terms and Conditions incorporate by reference (collectively, the “Agreement”) shall
govern Customer’s acquisition and/or use of the respective Cyberint’s
Services and forms an integral part of the respective Order Form, whether
purchased directly from Cyberint or via one of its Resellers. These terms and
conditions shall govern the relations between the Customer and Cyberint
Technologies Ltd., or its applicable Affiliates (individually and collectively “Cyberint”), as of the date of
Customer’s acceptance of the Order Form and/or first usage of the Services, the
earlier. Each of the Customer and Cyberint shall hereinafter be referred to as
a “Party” and jointly the “Parties”.
In consideration of the mutual promises, covenants and
understandings contained herein, the Parties agree as follows:
1.
Definitions
The following capitalized terms shall have the following respective
definitions (unless the context requires otherwise):
1.1
“Affiliate”–
means with respect to a Party, any entity that, at a given time during the
Term, directly or indirectly controls, is controlled by or is under common
control. Control means the direct or indirect ownership of more than 50% of the
voting securities of a business entity.
1.2
"Customer"-
means the respective entity executing the corresponding Order Form and/or the
entity which purchased and/or uses the Service, as applicable.
1.3
“Deliverables”–
means
the reports, alerts, notices, and other types of information generated by
using the Platform and related functionalities and/or by Cyberint personnel as
part of the Service, all as described in the respective Order Form.
1.4
“Documentation”–
means operation manuals, reference manuals, specifications, technical
documents, advertising materials, and other documentation relating to the
Deliverables now existing or produced from time to time by or on behalf of
Cyberint.
1.5
“Intellectual
Property Rights” – shall mean all worldwide: (a) patents, patent applications and
patent rights; (b) rights associated with works of authorship, including
copyrights, copyrights applications, copyrights restrictions, mask work rights,
mask work applications, Moral Rights and mask work registrations; (c) rights
relating to the protection of trade secrets and confidential information; (d)
design rights and industrial property rights;
(e) rights similar to those set forth herein and any other proprietary
rights relating to intangible property, including, without limitation,
trademarks, service marks and applications therefore, trade names and packaging
and all goodwill associated with the same; (f) divisions, continuation,
renewals, reissues and extensions of the foregoing (as applicable) now existing
or hereafter filed, issued, or acquired; and (g) all rights to sue for any
infringement of any of the foregoing rights and the right to all income,
royalties, damages and payments with respect to any of the foregoing rights,
and the term “Moral Rights” means any right to claim authorship of a
work, any right to object to any distortion or other modification of a work,
and any similar right, existing under the law of any country in the world, or
under any treaty, as well as any right to register, maintain, renew, and defend
such rights, whether or not they are registered.
1.6
"Platform"
means the
Argos platform developed and operated by Cyberint and any extension, updates, add-ons and upgrades thereto (to the extent delivered).
1.7
“Order
Form” – shall mean either (as applicable) (i) if
purchased directly from Cyberint, Cyberint’s proposal
or any sort of commercial offering approved by Customer or any other written
form as agreed by the Parties, setting the scope, usage, subscription term and
price of the Service; (ii) if purchased via a Reseller, the Reseller Offering
to the Customer that includes the Services.
1.8
“Reseller”– means
the legal
entity duly authorized by Cyberint to market, promote, resell
and distribute the Service to Customers, and / or approved MSSPs (managed
security service providers) legally engaged with the Customer and authorized by
Cyberint to use the Service for the benefit of the Customers.
1.9
“Reseller
Offering” – means Reseller’s commercial offering to the Customer, approved by the
Customer, setting the scope, usage, subscription term and price of Cyberint
solutions.
1.10 “Risk Mitigation Measures” – means (as applicable
under the Order Form): (i) takedown services for
detecting and disabling domains, websites, social media profiles and pages,
accounts, applications, etc., that are suspected to be involved in malicious or
fraudulent activities pertaining Customer’s brand or copyrights via active
takedowns of these fraudulent or fake digital identities; and/or (ii) engaging
with third parties on behalf of the Customer to explore and mitigate potential
risks or infringements of Customer’s legal rights resulting from fraudulent
and/or malicious activities against the Customer, its employees, customers or
assets.
1.11 “Service”– means the subscription services or functionality identified in the approved Order Form.
2.
Subscription Scope and Restrictions
Scope. Subject to the terms of this Agreement, Cyberint hereby grants the
Customer a limited, non-exclusive, non-transferable, and non-sublicense-able
right to access and/or use the Platform solely for Customer’s own internal
business use during the Term. Any rights not expressly granted by Cyberint are
hereby reserved, and except for the subscription granted under this section,
Customer is granted no other right or license to the Service, the Platform or
related Documentation, whether by implied license, estoppel, patent exhaustion,
operation of law, or otherwise.
Restrictions. As a condition to the use the Service, Customer shall not do (or permit
or encourage to be done) any of the following subscription restrictions (in
whole or in part): (a) copy, "frame" or "mirror" the
Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise
distribute or make available the Services to any third party without Cyberint’s prior written consent; (c) alter, adapt,
arrange, translate or modify the Service and/or incorporate any portion of the
Argos platform into any other software; (e) decompile, disassemble, decrypt,
reverse engineer, extract, or otherwise attempt to discover the source code or
non-literal aspects (such as the underlying structure, sequence, organization,
file formats, non-public APIs, ideas, or algorithms) of the Service; (f)
remove, alter, or conceal any proprietary rights notices displayed on or in the
Service; (g) circumvent, disable or otherwise interfere with security-related
or technical features or protocols of the Service; (h) make a derivative work
of the Services, or use it to develop any service or product that is the same
as (or substantially similar to) it; (i) store or
transmit any robot, malware, trojan horse, spyware, or similar malicious item
intended (or that has the potential) to damage or disrupt the Service; (j) use
the Service other than as detailed in the Documentation or outside the
permitted scope of the Order Form; or (k) publicly disseminate performance
information or analysis about the Services, including, without limitation
benchmarking test result related to the Services.
3. Risk Mitigation Measures
3.1 To the extent Risk
Mitigation Measures are applicable under the Order Form, Customer hereby
authorizes Cyberint to act on its behalf in initiating and pursuing Risk
Mitigation Measures and other related threat mitigation activities that may be
requested by the Customer, during the Term. As part of this limited and
revocable authorization, Customer agrees to provide written authorizations upon
Cyberint’s reasonable request that Cyberint can
present to the third-party provider(s) to confirm Cyberint’s
authority to submit takedown requests on behalf of Customer.
3.2 The Customer acknowledges and agrees that any request for the takedown
or removal of content, materials, or information from a target platform (inter
alia website, application store, social media provider) is the sole
responsibility of the Customer. Prior to initiating any such takedown request,
the Customer undertakes to conduct thorough verification or any
other applicable measures to ensure that the takedown target infringes
Customer’s legal rights.
3.3 Customer acknowledges and agrees that Cyberint does not: (i) exert control over aspects of the Risk Mitigation
Measures processed beyond its direct purview, including procedures carried out
by third parties, nor does it guarantee the success of such procedures; (ii)
provide any legal advice with respect to the Risk Mitigation Measures; and
(iii) assume any liability for the associated consequences of Risk
Mitigation Measures.
3.4 Customer hereby agrees to fully and immediately defend and hold
harmless Cyberint and its corporate affiliates, directors, officers, employees
and subcontractors (each an "Indemnitee”) against any claims, demand,
suit, or action and will indemnify each Indemnitee for any and all liabilities,
awards, damages, losses, costs and expenses (including without limitation
reasonable attorneys’ fees and expert witness costs) incurred or suffered by the Indemnitee under
or in connection with any such Risk Mitigation Measures (including but not
limited to any takedown request).
4.
Cyberint’s Representations
and Warranties
Cyberint declares, agrees and undertakes as follows:
4.1
Cyberint
shall make the Service available to the Customer pursuant to this Agreement.
4.2
Cyberint
represents and warrants that it has the ability, experience, skills, expertise
manpower and necessary resources to provide the Service during the Term.
4.3
It shall
use commercially reasonable efforts to make the Platform available 24 hours a
day, 7 days a week, except for: (i) planned downtime
(of which Cyberint shall give advance electronic notice), and (ii) any
unavailability caused by circumstances beyond Cyberint’s
reasonable control, including, for example, an event of Force Majeure (as
specified below in section 13), Internet failure or delay, usage of
non-Cyberint application, or denial of service attack .
4.4
Cyberint
warrants and undertakes that there is no legal, commercial
or contractual restriction which precludes or may preclude it or the Cyberint
representatives from performing their obligations pursuant to this Agreement.
Use of subcontractors by Cyberint is permitted and shall not release Cyberint
from any of its undertakings hereunder.
4.5
Except for
the warranties set forth in this section REF _Ref156824147 \r \h \* MERGEFORMAT
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, Cyberint
makes no warranty whatsoever with respect to the Service;
whether express or implied by law, course of dealing, course of performance,
usage of trade or otherwise.
5.
Customer’s Representations and Warranties
The Customer declares, agrees and undertakes as
follows:
5.1
The
Customer shall not: (i) use Service and/or
Deliverables in violation of applicable laws and regulations; (ii) send to or
store at Cyberint and/or its Affiliate any infringing, obscene, threatening, or
otherwise unlawful or tortious material, including material that violates privacy
rights; (iii) use the Service and/or
Deliverables in a
manner which violates or causes misappropriation of Cyberint intellectual
property rights; (iv) use the Service and/or Deliverables without holding the required authority, including any required
authorization from third parties. The Customer shall be liable for the acts
and omissions of its representatives, Affiliates, and any other persons who
access or use the Service and/or Deliverables through the Customer’s account or
with the Customer’s authorization, relating to this Agreement.
5.2 The Customer acknowledges that Cyberint’s
ability to perform the Services depends and is conditional upon Customer’s
co-operation and the fulfilment of the obligations set forth in this Agreement.
Cyberint shall not be responsible for any deficiency or delay in performing the
Services if such deficiency or delay results from Customer’s (or its
Affiliates’) failure to provide reasonably necessary timely co-operation and/or
required access to information and documents required for the
provision of the Service and perform responsibilities of the
Customer.
6.
Payment
For Customers purchasing the Service directly
from Cyberint
6.1
In
consideration for the provision of Service by Cyberint it shall be entitled to
receive the amounts specified in the Order Form (the “Fees”).
6.2
Payment of Fees shall be made
according to the payment terms specified in the Order Form and shall be
rendered against a duly issued invoice.
6.3 Except as
otherwise specified in the Order Form; (i) Fees are
based on Service and content subscriptions purchased and not actual usage, (ii)
payment obligations are non- cancelable and Fees paid are non-refundable, and
(iii) quantities purchased cannot be decreased during the relevant subscription
term.
6.4
Unless
otherwise specified in the Order Form, Cyberint will invoice Customer in
advance in accordance with the relevant provision in the Agreement. Unless
otherwise stated in the Order Form, invoiced fees are due net 30 days from the
invoice date and shall be paid by electronic funds transfer or by any other
means deemed appropriate in the Parties’ mutual consent. Customer is
responsible for providing complete and accurate billing and contact information
to Cyberint and notifying Cyberint of any changes to such information.
6.5
Taxes. Cyberint’s Fees do not include any taxes, levies, duties or similar governmental assessments of any nature,
including, for example, value-added, sales, use or withholding taxes,
assessable by any jurisdiction whatsoever (collectively, “Taxes”). If Cyberint has the legal obligation to pay or collect
Taxes for which Customer is responsible under this section, Cyberint will
invoice Customer and Customer will pay that amount unless Customer provides
Cyberint with a valid tax exemption certificate authorized by the appropriate
taxing authority. For clarity, Cyberint is solely responsible for taxes
assessable against it based on its income, property
and employees.
6.6
Fees
overdue more than thirty (30) days will accrue interest at the rate of one and
a half percent (1.5%) per month.
For Customers purchasing the Service from a
Reseller
6.7 If the Customer purchased the Service via a
Reseller, then the Service (including the subscription to the Platform) is
subject to the payment of the applicable fees and fulfilment of the Customer’s
undertakings as set forth in the Order Form between Customer and the Reseller.
6.8 To the extent there is any conflict between
this Agreement and the agreement entered between Customer and the respective
Reseller, then this Agreement shall prevail. Any rights granted to Customer in
the agreement entered between Customer and the respective Reseller which are
not contained in this Agreement, apply only in connection with such Reseller.
In that case, Customer must seek redress or realization or enforcement of such
rights solely with such Reseller and not Cyberint.
6.9 Cyberint reserves the right to temporarily
suspend provision of Service or to terminate this Agreement upon at least five
(5) days prior notice to the extent that Reseller notifies Cyberint that
Customer’s failed to pay Reseller the applicable fees for the Service and / or
fulfill its contractual undertakings with regards to consumption of the Service
and Customer does not cure such breach within such notice period.
7.
Confidentiality; Data Security and Privacy
7.1 Confidentiality. In connection with the Agreement each Party has been, and/or will
be, provided with, and/or has access to certain confidential information of the
other Party. With respect to any and all information
disclosed by either Party ("Disclosing
Party") to the other Party ("Receiving
Party”), the Parties wish to ensure due protection of such information and
therefore agree to the following terms and conditions to cover disclosure of
the Confidential Information described below:
7.2
Neither
Receiving Party shall disclose to third parties Confidential Information (as
defined below) of the Disclosing Party, unless such
disclosure is approved in writing by the Disclosing Party. The Receiving Party
will keep the Confidential Information of the Disclosing Party confidential and
secure and will protect it from unauthorized use or disclosure by using at
least the same degree of care as the Receiving Party employs to avoid
unauthorized use or disclosure of its own Confidential Information of like
nature, but in no event less than reasonable care.
7.2.1
“Confidential Information” means all
non-public information, in any form, furnished or made directly or indirectly
by a Party to the other Party, or to which either Party gains access in the
course of or incidental to the performance of the Agreement, which is clearly identified
as confidential at the time of disclosure or which, in the normal course of
business, should reasonably be understood by the receiving Party, because of
legends or other markings, the circumstances of disclosure, or the nature of
the information itself, to be proprietary and confidential to the Receiving
Party
7.2.2
Each Party
will use Confidential Information obtained from the other Party solely for the
purpose of fulfilling its undertakings or exercising its rights under this
Agreement (the “Purpose”).
7.2.3
The
Receiving Party will limit dissemination of Confidential Information only to
its employees and/or subcontractors and/or consultants who have a “need to
know” for the Purpose only and who have signed a non-disclosure agreement with
the Receiving Party containing terms at least as protective of the Disclosing
Party’s Confidential Information as those contained herein. The receiving Party
is liable for any breach of confidentiality by any of its employees, subcontractors or consultants, as applicable.
7.2.4
The
obligations of confidentiality do not apply to an information that the
Receiving Party can show: (a) is or becomes a part of the public domain through
no act or omission of the other Party; (b) was in the other Party’s lawful
possession prior to the disclosure and had not been obtained by the other Party
either directly or indirectly from the Disclosing Party; (c) is lawfully
disclosed to the other Party by a third party that is not bound by restriction
on the disclosure; or (d) is independently developed by the Receiving Party
without use and/or reference to the Confidential Information of the Disclosing
Party .
7.2.5
Should the
Receiving Party be required by law, court or other
competent state authority to disclose any Confidential Information obtained
from the Disclosing Party, the Receiving Party will, if permissible, provide
the Disclosing Party with prompt prior written notice of such request or
requirement so that the Disclosing Party can seek appropriate lawful protective
measures.
7.2.6
Upon Disclosing
Party’s first demand, the Receiving Party shall return to Disclosing Party all
Confidential Information, including all records, products and samples received,
and any copies thereof, as well as any notes, memoranda or other writings or
documentation, in any form or medium, which contain, embody or pertain to the
Confidential Information or any portion thereof, whether in its possession or
under its control, and shall erase all electronic records thereof, and shall so
confirm to Disclosing Party in writing.
7.2.7
The above
confidentiality undertakings will survive termination and/or expiration of this
Agreement and shall continue in full force and effect for a period of five (5)
years from the date of the last disclosure of Confidential Information to the
Receiving Party.
7.2.8
The Parties
shall comply with all applicable laws and regulations pertaining to data
security and privacy. To the extent
applicable in respect of any personal data held or otherwise processed by
Cyberint during the course of its dealings with Customer in connection with
this Agreement, the Cyberint’s Data Processing
Addendum available at _______________ shall apply.
8.
Intellectual
Property Rights.
As between the Parties, Cyberint is, and shall be, the sole and exclusive
owner of all intellectual property rights in and to: (a) the Service, Platform
and all related software and intellectual property; and (b) any
and all improvements, derivative works, and/or modifications of/to the
foregoing, regardless of inventorship or authorship. Customer shall make, and
hereby irrevocably makes, all assignments necessary or reasonably requested by
Company to ensure and/or provide Cyberint the ownership rights set forth in
this paragraph. Cyberint shall be entitled, from time to time, to modify and
replace the features (but not material functionalities, unless it improves the
material functionality) and user interface of the Service. Nothing herein
constitutes a waiver of Cyberint’s intellectual
property rights under any law. If Cyberint receives any feedback (which may
consist of questions, comments, suggestions or the
like) regarding any of the Service (collectively, “Feedback”), all
rights, including intellectual property rights in such Feedback shall belong
exclusively to Cyberint and such shall be considered Cyberint’s
Confidential Information. Customer hereby irrevocably and unconditionally
transfers and assigns to Cyberint all intellectual property rights it has in
such Feedback. The Customer shall be the
owner of the Deliverables, all subject to its compliance with this Agreement.
9.1
Indemnification
by Cyberint. Cyberint shall indemnify the Customer and its
corporate affiliates, directors, officers, employees and subcontractors (the “Representatives”),
from and against claims, damages, losses, suits, actions, expenses and/or liabilities (including but not limited to reasonable
attorneys’ fees) in connection with a third party claim alleging that the
use of the Service, when used as permitted under this Agreement, infringes the
intellectual property rights of a third party (“Claim”). If the Service
becomes, or in Cyberint’s opinion is likely to
become, the subject of a Claim, then Cyberint may, at its sole discretion: (a)
procure for Customer the right to continue using the Service; (b) replace or
modify the Service, without derogating from the functionality of the Service to
avoid the Claim; or (c) terminate this Agreement upon written notice to
Customer and refund the Customer by Cyberint or Reseller for any prepaid fees
on a pro-rata basis for the remaining period of the subscription term.
Notwithstanding the above,
Cyberint shall have no responsibility for Claims resulting from or based on: (i) Cyberint’s compliance with
Customer’s instructions or specifications; (ii) combination or use of the
Service not in accordance with the Documentation or in violation of applicable
laws or regulations; (iii) modifications to Platform and/or its
functionalities; or (iv) Customer’s breach of this Agreement.
9.2
Indemnification
by Customer. Customer shall indemnify Cyberint and its Representatives, from and
against claims, damages, losses, suits, actions, expenses and/or liabilities
(including but not limited to reasonable attorneys’ fees) in connection with a
third-party claim resulting from any complaint, claim, allegation, or demand
arising in connection with Customer’s usage and/or actions associated with the
Services and/or Deliverables.
9.3
Indemnification
procedure. The mutual indemnification obligations under section 9 are subject to
the following preconditions: (i) the indemnified
party promptly notifies the indemnifying party in writing of any such
third-party claim; and (ii) the indemnifying party is given the sole authority
to handle the defense or settlement of any such third-party claim; and (iii)
the indemnifying party shall not settle any such third-party claim without
receipt of the indemnified party prior written consent.
The above mutual indemnification undertakings are limited to the actual
sums the indemnifying party shall be obliged to pay following and pursuant to
final judgment given by a competent court following such third-party claim (if
and to the extent proven to have been caused by the indemnifying party) or
following a settlement agreement approved by the Parties. This indemnification
section states the Parties entire liability, and the Parties exclusive remedy
for any alleged or actual third-party claims.
10.
Limitation
of Liability.
10.1 IN NO EVENT SHALL THE PARTIES AND/OR THEIR AFFILIATED COMPANIES, NOR THE
OFFICERS, AGENTS OR EMPLOYEES OF ANY OF THE FOREGOING, BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE
OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM ANY CLAIM
OR ACTION UNDER OR RELATED TO THIS AGREEMENT HOWEVER CAUSED AND WHETHER BASED
UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT
(INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR
NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.
10.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE
LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO
AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID TO CYBERINT AND/OR THE RESELLER (AS
APPLICABLE) IN RESPECT OF THE SERVICE DURING THE 12 MONTHS PRECEDING THE CLAIM
(THE “LIABILITY CAP”).
THE ABOVE LIABILITY CAP SHALL NOT APPLY TO:
(I) VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY UNDERTAKINGS; OR (II) THE
PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (III) CUSTOMER
PAYMENT OBLIGATIONS; OR (IV) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY.
11.
Independent Service Provider
Cyberint is and throughout the Term shall be
an independent contractor of the Customer. Nothing in this Agreement shall
constitute one Party as an employee, agent, joint venture
or partner of another. At no time shall the Customer make any commitments or
incur any charges or expenses for or in the name of Cyberint or its affiliates.
12.
Term and
Termination
12.1
This Agreement shall commence
upon execution of the Order Form by the applicable Parties and shall continue
in effect until all Parties respective obligations regarding all the ordered
Services have been fulfilled (hereinafter and above the “Term”) unless
terminated earlier in accordance with specific terms of the Agreement or
Parties written consent or pursuant to Section 12.2 below.
12.3
Effect of Termination. Upon
expiration or earlier termination of an Order Form for any reason: (a) the
subscription and any other rights granted by Cyberint to Customer shall
automatically terminate, (b) Customer shall cease all access and use of the Service
thereunder, (c) Customer shall (as directed) permanently erase and/or return
all Confidential Information of Cyberint in Customer’s possession or control,
and (d) all outstanding Fees and charges shall become immediately due and
payable. The provisions of this Agreement that, by their nature and content,
must survive the termination of this Agreement in order to
achieve the fundamental purposes of this Agreement (including limitation of
liability) shall so survive. Termination shall not affect any rights and
obligations accrued as of the effective date of termination.
If the performance by Cyberint of any obligation arising out of or
in connection with this Agreement, is prevented, restricted or interfered with
by an event of Force Majeure, including but not limited to, war, revolution,
civil strife, climatic disturbance, natural disaster, pandemic, acts of public
enemies, blockade, embargo, any law, order, proclamation, regulation,
ordinance, demand or requirement of any government or any judicial authority or
representative of any such government having jurisdiction, or any other act
whatsoever, whether similar or dissimilar to those referred to herein, which
are beyond the reasonable control of Cyberint, then Cyberint so affected shall,
upon giving prior written notice to the Customer, will be excused from any
non-performance under this Agreement to the extent of such prevention,
restriction or interference, provided Cyberint shall use its best efforts to
avoid or remove such cause of non-performance, and shall continue to perform
hereunder whenever such cause or causes are removed or avoided.
14. Evaluation
Use (applicable only for Proof of Value usage)
If Cyberint grants a potential customer a right to use any part of
the Platform on a trial, evaluation, beta, proof-of-concept, or other
free-of-charge basis (“Evaluation Use”), then the potential customer may
only use the Platform on a temporary basis for the period of
time as agreed by Cyberint. If there is no period identified by
Cyberint, such use is limited to 14 days. If the potential customer does not
cease the Evaluation Use by the end of the trial period, Cyberint will invoice
the potential customer for the then-current list price for use of the Platform.
Cyberint, in its sole discretion, may stop providing the Evaluation Use at any
time, at which point the potential customer will no longer have access to any
related data, information, and files and must immediately cease using the
Platform. The potential customer acknowledges that during an Evaluation Use, the
Platform (or portion thereof) may not have been subject to Cyberint’s
usual testing and quality assurance processes and may contain bugs, errors, or
other issues. Except where agreed to in writing by Cyberint, the Evaluation Use
is provided “AS-IS” without technical support or any express or implied
warranty or indemnity for any problems or issues, and Cyberint will not have
any liability relating to your Evaluation Use.
15.
General
Provisions.
15.1
Customer
acknowledges that the Service and/or Deliverables are provided on an “as-is”
basis. As such, Cyberint cannot guarantee absolute accuracy or
comprehensiveness of the output data mentioned in the Deliverables. The
Customer assumes all risks related to its use and/or actions and/or lack of
actions which are associated to the output data mentioned in the Deliverables,
including but not limited to the accuracy, completeness, and reliability of
security ratings features, Risk Mitigation Measures and other
functionalities related to the Platform and Service. Unless specifically agreed
herein, no representation or other affirmation of fact, including statements
regarding capacity or suitability for use or performance of the services,
whether made by Cyberint’s employees or otherwise,
shall be deemed to be a warranty by Cyberint for any purpose, or give rise to
any liability of Cyberint whatsoever.
15.2
Notwithstanding
anything stated herein to the contrary, all work done, and Service performed by
Cyberint for the Customer shall be governed by this Agreement unless and to the
extent that the Parties both execute a subsequent agreement expressly stating that
certain work and services are not to be governed by this Agreement. Any terms
and conditions printed, or linked to, within any Customer’s purchase order (or
other comparable purchasing document) which are in addition to and/or
inconsistent with the terms and conditions of this Agreement, shall be of no
effect.
15.3
Cyberint
shall provide support during the Term of this Agreement, as defined in the
Order Form, in accordance with the applicable service level agreement available
at _______________ (“SLA”).
Unless otherwise specifically indicated in the Order Form, the minimum service
level will be provided per the Standard Support, as defined in the SLA.
15.4
The
Customer acknowledges and hereby covenants and agrees that without the prior
written consent of Cyberint, the Customer will not hire, or make any offer of
employment to any person employed or any agent retained by Cyberint: (a) at any
time during the term of the Agreement (including any extensions hereof); and
(b) for a period of 12 months following the termination thereof.
15.5
This
Agreement and any dispute arising out of or relating to this Agreement shall be
governed by and interpreted and construed in accordance with the laws of the
jurisdiction as shown in the table below, without regard to any conflict of law
principles that would apply another law:
|
Registered location of the Customer |
Governing Law |
Venue |
|
USA, Canada, Latin America |
New York |
ICC Arbitration |
|
UK |
England |
London, UK |
|
Singapore |
Singapore |
SIAC Arbitration (Singapore International Arbitration Centre). |
|
Other |
Israel |
Tel Aviv, Israel |
*Any
proceedings shall be conducted in the English language and any arbitration
procedure shall be settled by a single arbitrator. Notwithstanding the
foregoing, each Party may also seek interim relief in any court of competent
jurisdiction.
15.6
This Agreement (including all the
exhibits attached thereto) constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and supersedes all prior oral or
written presentations, promises, agreements, understandings, negotiations, and
discussions, whether oral or written, regarding the subject matter hereof.
15.7
This Agreement shall not be
amended, modified or varied, other than by a written
instrument executed and signed by both parties and their duly authorized
representatives.
15.8
Unless specifically agreed
otherwise by the Parties hereto, neither Party shall assign or transfer this
Agreement nor any right or obligation herein, without the prior written consent
of the other party, and any such prohibited assignment or transfer shall be
null and void.
15.9
All notices hereunder will be in
writing, addressed to the addresses written in this Agreement, and shall be
given by and be deemed received by the other party if sent by: (i) a delivery service, on the date confirmed as the actual
date of delivery by such service; (ii) registered air mail, return receipt
requested, within five (5) days of mailing; or (iii) e-mail with an electronic
written confirmation of receipt, on the next business day after transmission,
if not transmitted on a business day, or on the day of transmission, if
transmitted on a business day.
15.10
If any provision(s) of this
Agreement, shall, to any extent, be held to be invalid, illegal or
unenforceable in any given jurisdiction, or any governmental agency or
authority shall require the Parties to delete any provision of this Agreement
as a condition of validity, legality or enforceability of the remainder of this
Agreement in any given jurisdiction, such invalidity, illegality,
unenforceability or deletion shall not impair or affect the remaining
provisions of this Agreement, or the validity or enforceability of such
provision in any other jurisdiction. The parties shall replace any invalid
section with a valid one coming economically as close as possible to the
invalid one.
15.11
Sections 5, 6, 7, 8, 9, 10, 13 and 15 of this
Agreement and any other provision which by its express terms or nature survives
beyond the termination or expiration of this Agreement, shall survive the
termination or expiration of this Agreement.
Last version
update -12 February 2024
