INSECUREWEB, LLC
END-USER LICENSE
AGREEMENT
This End-User License Agreement (hereinafter referred to as the “EULA“) , is entered
into on the Effective Date (defined below)
and constitutes a legally binding agreement, governing the contractual
relationship between InsecureWeb, LLC, a company governed by the laws of
the State of Florida (USA), having its registered office located at Coral
Springs, Florida, USA (hereinafter referred to as “Company”), and each
Client (defined below). Company and Client shall also hereinafter be referred
to together as the “Parties” and individually as a “Party”.
This EULA governs Client’s access to and use of Company’s web-based
software-as-a-service (SaaS) digital attack surface analysis platform, located
at insecureweb.com (“SaaS Platform”), available to Client on a
subscription basis.
Client acknowledges
that this EULA includes, incorporates and is subject to the terms and
conditions of Company’s Dark Web
Monitoring Services Agreement. As such, all defined terms in the Dark Web Monitoring Services Agreement
shall have the same meaning under this EULA.
1.
ACCEPTANCE OF
THIS EULA
PLEASE READ THIS EULA CAREFULLY BEFORE ACCEPTING ITS TERMS AND
CONDITIONS. BY SELECTING “I ACCEPT”, CLICKING THE “SUBMIT” BUTTON BELOW, AND BY
DOWNLOADING, INSTALLING, OR USING THE SAAS PLATFORM, CLIENT ACKNOWLEDGES AND
AGREES THAT CLIENT: (I) HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF
THIS EULA; (2) REPRESENTS AND WARRANTS THAT CLIENT HAS THE RIGHT, AUTHORITY AND
CAPACITY TO ENTER INTO THIS EULA; (III) IS ELECTRONICALLY SIGNING/EXECUTING
THIS EULA IN A MANNER WHICH IS LEGALLY EQUIVALENT TO CLIENT’S HANDWRITTEN
SIGNATURE, (IV) AGREES THAT THIS EULA WILL COME INTO FORCE IMMEDIATELY AND
AUTOMATICALLY AND (IV) WILL BECOME LEGALLY BOUND BY ALL ENFORCEABLE TERMS AND
CONDITIONS CONTAINED IN THIS EULA INCLUDING WITHOUT LIMITATION THE TERMS OF THE
DARK WEB MONITORING SERVICES AGREEMENT AND/OR OTHER DOCUMENTS AND POLICIES THAT
ARE INCORPORATED HEREIN BY REFERENCE.
This EULA shall come into force on the date upon which the
Client accepts the terms and conditions of this EULA, by checking the box “I Accept” and clicking the “Submit” button below (“Effective
Date”) and will remain in full force and effect in accordance with the
terms provided herein, unless terminated earlier by the Parties.
If Client is accepting
the terms of this EULA on behalf of another person or legal entity, Client
represents and warrants that Client has the right, authority and capacity to
bind that person or legal entity under this EULA.
If Client does not agree with any or all of the terms of this EULA, or
if Client does not have the necessary authority, Client shall (i) not be
authorized to access and/or use the SaaS Platform for any purpose, (ii) refrain
from accessing and/or using the SaaS Platform immediately, and (iii) promptly
unsubscribe from Client’s access and/or use of the SaaS Platform.
2.
LICENSE GRANT
2.1.
Within the
scope of Client’s selected Subscription Plan and subject to the terms and
conditions of this EULA, and the Digital Attack Surface Analysis and Dark Web Monitoring Services Agreement, and
particularly to the limitations and restrictions set out under Section 4
(Limitations and Restrictions) of this EULA, Company grants Client a
non-exclusive, non-transferable, non-sublicensable, revocable and limited
license to download, install, access and use the SaaS Platform solely for Client’s
lawful business and/or personal purposes. Should Client be managed security services
provider, Company grants the managed security services provider with the
additional right and license to offer Client’s access to the SaaS Platform and
Company’s services. However, for the sake of clarity, the managed security
services provider shall be solely responsible for any and all
activities/actions of its end-clients whilst accessing the SaaS Platform and
services.
2.2.
Client’s SaaS Platform license will be activated by Company
upon receipt by Company of Client’s Subscription Plan Fee payment and Client
having sufficient Credits available under Client’s Subscription Plan. Moreover,
the license granted to Client by Company shall be in accordance with the
features of Client’s selected Subscription Plan including but not limited to
(i) the type(s) of license and number of licenses Client are granted, (ii) the
Services Client has subscribed to, and (iii) the number of users who are
granted with access to the SaaS Platform.
2.3.
The SaaS Platform is licensed to Client by
Company on a Subscription License (defined below) basis and as provided below:
Provided that Client
has paid the applicable Subscription Plan Fee, a license for Client’s access to
and use of the SaaS Platform may be granted by Company to Client on a
subscription basis for a specific duration as per Client’s selected
Subscription Plan (“Subscription
License”). Under a Subscription License, Company shall provide Client
with a worldwide, non-exclusive, non-transferable, non-sublicensable right to access
and use the SaaS Platform, for the Subscription Term and subject to Section 13
(Term and Termination) of this EULA. Client acknowledges and agrees that Client’s
right to use the SaaS Platform under a Subscription License shall terminate
should Company cease to make a particular service available. In the event that Client
requests the cancellation of Client’s selected Subscription Plan, such
Subscription Plan will be cancelled at the end of the then-current Billing Cycle.
Client acknowledges and agrees that Client shall be entitled to a refund for
amounts paid by Client to Company prior to such cancellation, provided that such refund request is made by Client to Company
within thirty (30) calendar days from the commencement of Client’s selected
initial Subscription Plan. Furthermore, Client acknowledges that should Client not have sufficient
Credits available under Client’s selected Subscription Plan, Client shall be
able to access the SaaS Platform, however any services shall be suspended, and
Client shall only have view access.
3.
ACCESS AND USE
OF THE SAAS PLATFORM
3.1. Client acknowledges, understands and agrees that the SaaS
Platform shall be (i) provided to Client hereunder as a cloud service, and (ii)
hosted by Company and/or Company’s third party service providers.
3.2. Access. Client
acknowledges and agrees that Client must have/own at Client’s own expense the
applicable and necessary equipment, Internet connection and/or data service
plan to access and use the SaaS Platform. Client shall be solely responsible
for any and all costs Client incurs to access and use the SaaS Platform from
the cloud. Downloading, installing or using the
SaaS Platform may be prohibited or restricted by Client’s network
provider or may not function with Client’s network provider. Company makes no
representation that the SaaS Platform is appropriate, suitable and/or available
for use in any particular location.
3.3. Monitoring and Compliance. Company reserves
the right to monitor and gather information on Client’s use of the SaaS Platform to ensure compliance with the
(i) terms and conditions of this EULA, and (ii) Subscription License granted to
Client by Company under this EULA.
3.4. The following shall constitute a
material breach by Client of this EULA:
(i) transaction
volumes, storage volumes or the number of users accessing the SaaS Platform
exceeds, for any three (3) months in a twelve (12) month period, the
transaction volumes or capacity, respectively, licensed to Client by Company;
or
(ii) any
other unauthorized use of the SaaS Platform is discovered by Company.
4.
LIMITATIONS AND
RESTRICTIONS
4.1. Except as expressly set forth in this EULA, Client
agrees that Client will not and is not permitted to:
(i)
unbundle, transfer,
sublicense, or assign Client’s rights under this EULA to any other person or
entity;
(ii)
modify, adapt, copy
or create derivative works of the SaaS Platform;
(iii)
reverse-engineer,
decompile, decrypt, disassemble or otherwise attempt to derive the source code
for the SaaS Platform;
(iv)
use the SaaS Platform in violation of the terms and conditions of this EULA
(v)
infringe upon any of Company’s
intellectual property rights or upon any third party’s intellectual property
right in relation to the SaaS Platform;
(vi)
remove, delete, hide,
move or alter any proprietary notices, labels, logos, icons, images, text or
marks on the SaaS Platform;
(vii)
sell, rent,
lease, record, license, sublicense, share, distribute, publicly communicate,
transfer or exploit in any other manner the
SaaS Platform;
(viii)
make copies,
publish, or reproduce the SaaS Platform;
(ix)
alter or
modify the SaaS Platform;
(x)
transmit
viruses, malware, malicious or destructive code, or any other prohibited items,
into the SaaS Platform. Such prohibited
items include: any routine (sequence of code
that is intended to be called and used repeatedly when executing a computer
program), device, or other undisclosed malicious
programs (e.g. time bomb, virus, software lock, drop dead device, malicious
logic, worm, Trojan horse, or trap, back door or software routine) that is
either (a) designed to delete, disable, deactivate, interfere with, or
otherwise harm any software, program, data, device, system, or service; or (b)
intended to provide unauthorized access or produce unauthorized modifications;
(xi)
use any robot,
spider, data scraping or extraction tool, or similar mechanism in the SaaS Platform;
(xii) use the SaaS Platform for phishing/scamming or other
malicious purposes;
(xiii) access, use, or otherwise exploit the SaaS Platform (including, but not limited to,
by benchmarking, monitoring availability, performance and functionality,
or conducting competitive analysis) for the purpose of competing with or
disparaging Company or its SaaS Platform;
(xiv) access or use portions of the SaaS Platform that Company has not authorized
Client to access or use; and/or
(xv)
reject, avoid,
elude, remove, deactivate, or evade, in any way, any security mechanism put in
place by Company to protect the SaaS Platform.
4.2.
Export Laws. Client acknowledges and agrees that this EULA and Client’s use of the SaaS
Platform shall be subject to the United States export laws and regulations, and
any other applicable jurisdictions. As such, Client shall not remove or export
from the United States or allow the export or re-export of the SaaS Platform by
any third party, in violation of any export restrictions, laws or regulations
of the United States of America or any other foreign agency or authority. For
the avoidance of doubt, Client shall be solely and exclusively responsible for
complying with any applicable export control laws and economic sanctions
relating to Client’s business, facilities, and the provision of services to
third parties, whilst using the SaaS Platform; and obtaining any needed authorization for export.
5.
SUBSCRIPTION
PLAN FEES AND TAXES
5.1.
Company makes the SaaS Platform available to Client on a recurring subscription basis. Under Client’s
selected Subscription Plan, subject to the Dark Web Monitoring Services Agreement,
Client shall pay a monthly Subscription
Plan Fee to access and use the
SaaS Platform.
5.2.
Client agrees to pay the
applicable Subscription Plan Fee on the due date and using a verified payment
as specified by Company. Should Client fail to pay any applicable Subscription
Plan Fee, such failure may result in the immediate termination by Company of Client’s
Subscription License, this EULA, and the Dark Web Monitoring Services Agreement.
5.3.
By subscribing to the SaaS Platform, Client agrees to Company
charging Client’s payment method with the applicable Subscription Plan Fee for
each billing period on the specific billing date. Client acknowledges and
understands that the Subscription Plan Fee is non-refundable.
5.4. Company reserves the right to modify the Subscription
Plan Fees at any time in its sole discretion. The Subscription Plan Fee shall be exclusive of
any applicable federal or state sales or use taxes. Client shall be solely responsible to bear, remit, and pay any
and all taxes, which shall include but not be limited to sales, use,
value-added, or other similar taxes in connection with the SaaS Platform.
6.
UPDATES
TO SAAS PLATFORM AND SUPPORT SERVICES
6.2. Client acknowledges and agrees that the SaaS Platform or any/some portion(s) thereof
may not operate properly should Client fail to download and install any
Updates. Client further agrees that all Updates shall be deemed an integral
part of the SaaS Platform once published
by Company and therefore shall be subject to all the terms and conditions
contained in this EULA.
6.3. Client acknowledges that Updates shall be provided to Client
by Company (i) for free or at an additional fee, depending on Client’s selected
Subscription Plan; and (ii) provided that Client has upgraded the SaaS Platform
to a supported version.
6.4. Support Services. Company will provide Client
with reasonable support services, via (i) telephone and chatbot between Monday to Friday from 08h00am
to 17h00pm EST, and (ii) ticketing system, twenty-four hours a day seven days a
week (24/7), in order to address any queries, concerns, or technical issues
Client may have pertaining to the SaaS Platform as well as to any payment/account issue.
7.
COMPANY’S INTELLECTUAL PROPERTY RIGHTS IN THE SAAS PLATFORM
7.1.
All content,
trademarks, logos and names, data, software, or information contained in any
materials, or documents used by Company in relation to the SaaS Platform, including, but not limited to, any and all
copyrighted works, databases, text, tools, software, technology, algorithms,
graphics, icons, designs, logos, hyperlinks, domain names, codes, and
agreements (“Materials”), are the sole and exclusive property of or are
licensed to Company and as such all updates and modifications to the SaaS Platform will vest in Company or Company’s licensors. Client
may not reproduce, distribute or copy the Materials by any means, whether
electronically or not, without Company’s prior written permission.
7.2.
Any and all
intellectual property rights in the Materials, SaaS Platform, including all patents, rights in inventions,
rights in designs, trademarks, trade and business names and all associated
goodwill, rights to sue for passing off or for unlawful competition, copyright,
moral rights and related rights, rights in databases, topography rights, domain
names, rights in information (including know how and trade secrets) and all
other similar or equivalent rights existing in the Materials and SaaS Platform, now or in the future in any part of the world,
in each case whether registered or unregistered and including all applications
for, and renewals or extensions of, such rights for their full term (“Company’s
Intellectual Property Right(s)”), vest solely and exclusively in Company,
its group affiliates (if any), licensors or vendors, as the case may be. All
rights not expressly granted by Company to Client are reserved by Company. Save
as expressly set out under this EULA, Client shall not acquire any right, title
or interest in Company’s Intellectual Property Rights.
8.
CONFIDENTIAL
INFORMATION
8.1.
Client acknowledges and agrees that the SaaS Platform incorporates confidential
and proprietary information developed/acquired by or licensed to Company
including, but not limited to, technical and non-technical data, formulas,
patterns, compilations, source codes, digital files, features,
Updates, releases, enhancements, bug fixes, workarounds, patches, devices, methods,
techniques, drawings and processes in connection with the
SaaS Platform, which constitutes the valuable intellectual property of Company and
its licensors (“Confidential Information”).
8.2. Client agrees that all Confidential Information provided
to Client by Company under this EULA is to be held by Client in confidence, and
shall not be disclosed except as permitted by the terms of this EULA.
8.3. Where Confidential Information is disclosed by Client,
to the extent required by law, this shall not be considered a breach of this
EULA, provided Client promptly provide (i) Company with prior written notice of
such compelled disclosure (to the extent legally permitted); and (ii) Client’s
reasonable assistance and cooperation to Company, at Company’s expense, if Company
wishes to contest the disclosure of its Confidential Information.
9.
PRIVACY
AND DATA PROTECTION
9.1.
Company is committed
to protecting Client’s privacy. As such, the provisions of Company’s Privacy
Policy, available at [insert],
will govern the manner in which Client’s personal information is collected,
processed, used and stored by Company in relation to Client’s access to and use
of the SaaS Platform.
9.2.
Company
assumes no responsibility for the deletion of data, loss of data, or the
failure to store data. Company shall not have any obligation to monitor the use
of the data transmitted or stored through the SaaS Platform. Company reserves the right, consistent with Company’s Privacy Policy and/or
other applicable data protection requirements, and if mandated by applicable
law, regulation, legal process, or governmental order, to disclose user data or
other information, but only to the extent required to comply with those laws,
regulations, or orders. Unless prohibited by law or other order, Company shall
(i) provide reasonable notice of any such required or requested disclosure to Client,
and (ii) reasonably cooperate with Client to limit such disclosure to the
extent allowed by law.
9.3.
All data Client enters into
the SaaS Platform shall be owned solely by Client.
9.4.
Client represents and
warrants that Client has obtained all the necessary rights, releases,
authorizations and permissions to provide Client’s Data to Company, and the
transfer and use of Client’s Data by Company. Client further warrant that (i)
the transfer of Client’s Data to Company does not violate any laws, third party
rights, including any intellectual property rights, rights of privacy, or
rights of publicity, and (ii) any use, collection and disclosure of Client’s
Data as authorized under this EULA is not inconsistent with the terms of any
applicable privacy policies. Client acknowledges and agrees that Company shall
not be responsible for any deletion, corruption, failure to store or loss of
any Client’s Data if such deletion, corruption, failure to store or loss is due
to an act or omission by Client, Client’s employee(s), contractor(s), agent(s),
any authorized user or any other third party.
9.5.
Client hereby grants Company
with a limited license to copy, transmit, store and back-up or otherwise access
Client’s Data, as applicable, solely for the following purposes:
(i) to provide the SaaS Platform to Client (including to enable Client
and Client’s authorized users to access and use the Dark Web Monitoring Services);
(ii) to diagnose problems with the SaaS Platform;
(iii) to enhance and otherwise modify the SaaS
Platform;
(iv) for Company’s administrative, support and training purposes;
(v) to develop other products and services, provided Company
de-identifies Client’s Data; and
(vi) as reasonably required to perform Company’s obligations under this
EULA.
9.6.
Personal information, usernames, passwords and prompts exchanged through the
SaaS Platform are protected by advanced encryption
techniques. However, Client acknowledges, understands and agrees that keeping Client’s
personal information, username(s) and password(s) secure from disclosure also requires Client’s responsible behavior in
protecting such data. As such, Client shall assume the entire responsibility at
all times for the supervision, management, control and confidentiality of Client’s
Data and assume the entire risk for the fraudulent or unauthorized use of Client’s
Data. Client understands that failure to protect Client’s Data may allow an
unauthorized third party to use Client’s personal information/identity to
access the SaaS Platform under Client’s
name/profile/account.
10.1.
CLIENT AGREES THAT CLIENT’S USE OF THE SAAS PLATFORM IS AT CLIENT’S OWN RISK. IN NO
EVENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS,
PARTNERS, OR VENDORS BE LIABLE TO CLIENT OR ANY THIRD PARTIES UNDER THIS EULA
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST OF PROFITS, LOSS
OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE
TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR TECHNOLOGY) ARISING FROM
OR IN ANY WAY CONNECTED WITH (I) THIS EULA; AND/OR (II) THE SAAS PLATFORM.
10.2.
REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES
IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL COMPANY’S
AGGREGATE LIABILITY TO CLIENT UNDER THIS EULA EXCEED THE SUBSCRIPTION PLAN FEE
PAID BY CLIENT, IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE COMMENCEMENT OF A
CLAIM, EVEN IF COMPANY HAS BEEN ADVISED OF SUCH DAMAGES. THE FOREGOING
LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.3.
CLIENT ACKNOWLEDGES THAT EXCEPT AS SET FORTH
HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY COMPANY
TO CLIENT OR TO ANY PERSON ON CLIENT’S BEHALF AS TO THE PROFITABILITY OR ANY
OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM THE USE OF THE SAAS PLATFORM. CLIENT
HAS RELIED SOLELY UPON CLIENT’S OWN SKILL AND JUDGMENT IN ACCESSING AND USING
THE SAAS
PLATFORM.
11.
INDEMNIFICATION
11.1. Client agrees to
indemnify and hold Company harmless from and against any liability, demand,
damages, cost, or expense arising from any third-party claim based on: (i) Client’s
violation of the terms of this EULA; (ii) Client’s use or misuse of the SaaS Platform; (iii) Client’s
access to the SaaS Platform; and/or (iv) Client’s
infringement of any third party’s intellectual property rights.
11.2. Company shall
indemnify and hold Client harmless from and against any liability or expense
arising from a third-party claim (i) resulting
from any breach by Company of its obligations under this EULA; (ii) arising
from the SaaS Platform violating or infringing upon any applicable law or any
right of any third party (including any copyright, trademark right, moral
right, patent right and other intellectual property rights, statutory or
otherwise); and/or (iii) based on Company’s infringement of any third party’s
intellectual property rights.
11.3. In the event of a
claim subject to indemnification hereunder, the indemnified Party shall: (i)
promptly notify the indemnifying Party of the claim, (ii) provide the
indemnifying Party with reasonable cooperation and assistance, at the
indemnifying Party’s expense, to defend such claim; and (iii) allow the
indemnifying Party the opportunity to assume the control of the defense and
settlement of such claim. The indemnified Party shall be entitled to
participate in the defense of such claim and to employ counsel at its own
expense to assist in the handling of such claim. The indemnifying Party must
obtain the prior written approval from a duly authorized signatory of the
indemnified Party prior to entering into any settlement affecting the
indemnified Party’s rights.
12.
DISCLAIMER OF WARRANTIES
12.1. Client’s use of the SaaS Platform is at Client’s sole risk. The SaaS Platform is provided and licensed to Client on an “as is” and “as
available” basis with all faults, defects, bugs, and errors.
12.2. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
WITH REGARD TO CLIENT’S USE OF THE SAAS PLATFORM WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES
APPLY WITHIN THE EXTENT PERMITTED BY LAW.
12.3. COMPANY AND/OR ITS RESPECTIVE AFFILIATES
(IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY,
ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED IN THE
SAAS PLATFORM, AND
(ii) GRAPHICS PUBLISHED ON THE SAAS PLATFORM FOR ANY PURPOSE. COMPANY AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL
WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED IN THE SAAS PLATFORM, INCLUDING ALL WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.4. CLIENT ACKNOWLEDGES THAT THE INFORMATION AND
RELATED GRAPHICS PUBLISHED ON THE SAAS PLATFORM COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND
CHANGES.
12.5. NEITHER COMPANY NOR ITS AFFILIATES (IF ANY), LICENSORS AND
VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION
THAT MAY BE AVAILABLE ON THE SAAS PLATFORM IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER
PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT
ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE CLIENT’S
COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
12.6. COMPANY MAKES NO WARRANTY THAT (I) THE SAAS PLATFORM WILL MEET CLIENT’S REQUIREMENTS OR
EXPECTATIONS, OR BE COMPATIBLE WITH CLIENT’S SYSTEM(S) AND/OR DEVICE(S) (II)
THAT CLIENT’S ACCESS TO OR USE OF THE SAAS PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE,
(III) THAT ANY DEFECTS IN THE SAAS PLATFORM WILL BE
CORRECTED, OR (IV) THAT THE SAAS PLATFORM OR ANY SERVER
THROUGH WHICH CLIENT ACCESSES THE SAAS PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL
COMPONENTS.
12.7. ANY FILE DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SAAS PLATFORM IS ACCESSED AT CLIENT’S OWN RISK, AND CLIENT WILL BE
SOLELY LIABLE FOR ANY (I) DAMAGE CAUSED BY ANY SUCH FILE TO CLIENT’S SYSTEM(S)
,OR (II) LOSS OF CLIENT’S DATA.
12.8. FOR THE AVOIDANCE OF DOUBT, ANY
AND ALL RISK ARISING FROM CLIENT’S USE OF THE SAAS PLATFORM SHALL
REMAIN SOLELY WITH CLIENT.
12.9. CLIENT ACKNOWLEDGES AND
UNDERSTANDS THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED
WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CLIENT
INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.
13.
TERM, SUSPENSION AND TERMINATION
13.1. The term of this EULA shall come into force when the initial term of Client’s
Subscription Plan commences and shall continue until the Subscription License
expires or is terminated in accordance with this Section 13 (Term and Termination).
13.2. Client acknowledges and agrees that Company shall not be
liable for any loss, costs or damages Client incur as a result of Client’s
Subscription License expiring or of Client’s failure to renew such Subscription
License.
13.3. Suspension. Company
may suspend or temporarily disable Client’s access to and use of the SaaS Platform if (i) Client fail to make
payment for the Subscription Plan Fee on time with such payment having remained
unpaid upon expiration of the thirty (30) calendar days’ prior written notice
provided by Company to Client in order to request payment for such Subscription
Plan Fee; (ii) Company suspects Client
of partaking in any illegal activity; (iii) Company reasonably believes that Client
has violated the terms of this EULA; or (iv) requested by law enforcement
authorities or other government agencies. Client acknowledges and agrees that Company
shall not be liable to Client or any third party for any loss or damages caused
to Client or any third party as a result of the suspension by Company of Client’s
access to and use of the SaaS Platform.
For the avoidance of doubt, any suspension by Company of Client’s access to and use of the SaaS Platform shall not relieve Client from Client’s obligation
to make payment of the Subscription Plan Fee.
13.4. Termination for Cause. Without prejudice to
any other rights or remedies to which the Parties may be entitled, either Party
may terminate this EULA without liability to the other if:
(i)
the other Party commits a material breach of any of the terms of this
EULA and (if such breach is remediable) fails to remedy such breach within
thirty (30) calendar days of the date upon which the non-breaching Party has
been notified in writing of such breach;
(ii)
an order is made, or a resolution is passed by any competent authority
for the winding up of the other Party, or if circumstances arise which entitle
a court of competent jurisdiction to make a winding-up order in relation to the
other Party;
(iii)
an order is made by any competent authority for the appointment of an
administrator to manage the affairs, business and property of the other Party,
or legal documents are filed by a third party with a court of competent
jurisdiction for the appointment of an administrator of the other Party;
(iv)
a receiver is appointed by an authority of competent jurisdiction, or if
any other third party takes possession of or sells the other Party’s assets;
(v)
the other Party makes any arrangement or composition with its creditors,
or makes an application to a court of competent jurisdiction for the protection
of its creditors in any way;
(vi)
the other Party ceases, or threatens to cease, to trade; or
(vii) the other Party takes any similar
action in any jurisdiction as a consequence of the other Party incurring debt.
13.5. Effect of Termination. Client acknowledges that upon
termination of this EULA or upon the cancellation of Client’s selected
Subscription Plan, Client shall cease to access and use the SaaS Platform. Any termination or expiration of this EULA
shall not relieve Client from Client’s
obligation to make payment of the Subscription Plan Fee owed up until and
including the effective date of termination or expiration.
13.6. Upon either Party’s termination
of this EULA, all licenses and rights granted to Client by Company hereunder
will immediately terminate, and Client shall cease to use the SaaS Platform.
14.
MODIFICATION OF EULA
Company reserves the right, at any time and in
its sole discretion, to modify or replace this EULA. Client shall be solely
responsible for checking the terms of this EULA periodically, to stay abreast
of any changes to the EULA. If Client
object to any such changes, Client’s sole recourse shall be to cease using the SaaS
Platform. Client’s
continued use/access to the SaaS Platform following the posting of any changes
to this EULA shall indicate Client’s acknowledgement of
such changes and satisfaction with the SaaS Platform as so modified and
therefore Client shall be subject to the newly modified terms of this EULA.
15.
GENERAL PROVISIONS
15.1. Non-Exclusivity. The Parties’ respective obligations under this EULA are non-exclusive,
and nothing herein is intended to
restrict Client from accessing or using any other third party’s products or
services, even if such products or services are similar to the services
provided by Company through
the SaaS Platform. Nothing herein is
intended to limit Company’s right to provide access and use of the SaaS Platform to other users.
15.2. Notices. Except as otherwise provided under this EULA,
any notice required or permitted to be given will be effective only if it is in
writing and sent by certified mail, registered mail, courier or to enterprise@insecureweb.com
15.3. Force Majeure. A Force Majeure event means any event beyond a Party’s reasonable control that,
by its nature, could not have been foreseen or, if it could have been foreseen,
was unavoidable, including strikes, lock-outs or other industrial disputes
(whether involving its own workforce or a third party’s), acts of God, epidemic
and pandemic, war, riot, embargoes, acts of civil or military authorities, acts
of terrorism or sabotage, shortage of supply or delay in delivery by our
vendors, fire, flood, earthquake, accident, radiation, inability to secure
transportation, failure of communications or energy sources, malicious damage,
breakdown of plant or machinery, or default of suppliers or sub-contractors. Company
shall not be liable for delays or failures to perform any of its obligations
under this EULA to the extent caused by a Force Majeure Event.
15.4. No Waiver. Each Party agrees that any delay or omission on the part of the other
Party to exercise any right, power or remedy under this EULA will not
automatically operate as a waiver of such right, power or remedy or any other
right, power or remedy and no waiver will be effective unless it is in writing
and signed by the waiving Party. Further the waiver or the single or partial
exercise of any right, power or remedy by either Party hereunder on one
occasion will not be construed as a bar to a waiver of any successive or other
right, power or remedy on any other occasion.
15.5. Severability. In the event that any provision of this EULA shall be unenforceable or
invalid under any applicable law or be so held by applicable court decision,
such unenforceability or invalidity shall not render this remaining provisions
of the EULA unenforceable or invalid, and, in such event, such remaining
provisions shall be changed so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law or
applicable court decision.
15.6. Assignment. This EULA shall not be assigned by either Party without the prior
written permission of the other. However, Company may assign its rights and
obligations hereunder without Client’s prior written permission to any entity
acquiring all, or substantially all of Company’s assets or shares.
Notwithstanding the above, this EULA shall be binding upon any permitted
successors and assigns of either Party.
15.7. Entire Agreement. This EULA and the Digital Attack Surface and Dark Web Monitoring
Services Agreement contains the full and entire agreement between the Parties
with respect to the subject matter hereof. This EULA supersedes all prior
negotiations, representations and proposals, written or otherwise, relating to
its subject matter.
15.8. Governing Law & Jurisdiction. In the event of any
disagreement between the Parties with respect to any aspect of this EULA, the
Parties agree to discuss in good faith to reach an amicable resolution prior to
starting any litigation/legal proceedings against each other.
This EULA, and any dispute arising out of or in connection
with the EULA, its subject matter or its formation (including non-contractual
disputes or claims), shall be governed by, and construed in accordance with the
laws of the State of Florida (USA). The Parties irrevocably submit to the
exclusive jurisdiction of the American Arbitration Association in Miami Dade,
Florida, USA to settle any
dispute which may arise out of or in connection with this Agreement.
In no event shall any
claim, action or proceeding, in relation to Client’s access to and use of the SaaS
Platform be instituted by Client against Company more than one (1) year after
the cause of action arose.
This EULA was last modified on 06/26/2022.
© Client acknowledges,
understands and agrees that all title and intellectual property
rights, including but not limited to copyrights, in and to the contents of
this End-User License Agreement
(and any copies thereof) which may be accessed through the SaaS Platform
located at insecureweb.com are solely and
exclusively owned by InsecureWeb, LLC, and are
protected by applicable copyright or other intellectual property laws and
treaties. This End-User
License Agreement grants Client no rights to copy and use such
content. All rights not expressly granted herein are reserved by InsecureWeb, LLC.