Master Services Agreement

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INSECUREWEB, LLC

 

DARK WEB MONITORING SOFTWARE-AS-A-SERVICE (SAAS)

MASTER SERVICES AGREEMENT

 

This Dark Web Monitoring Software-as-a-Service Master Dark Web Monitoring Services Agreement (the “Agreement”) 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”.

 

RECITALS

 

Whereas, Company has developed a web-based software-as-a-service (SaaS) digital attack surface analysis platform, located at insecureweb.com (“SaaS Platform”) that provides Company’s customers/clients and managed security service providers (collectively the “Client(s)”) with dark web monitoring, typo squatting, digital footprint analysis and email security services/solutions. Company delivers such services/solutions to its Clients via the SaaS Platform and on a subscription basis (through the Internet).

 

Whereas, in accordance with the terms and conditions of this Agreement, Client desires to obtain from Company, by means of a subscription, the right to access and use the SaaS Platform and Dark Web Monitoring Services (defined below) for the benefit of its business operations and/or personal purposes.

 

And Whereas, Company wishes to grant Client a license to use the SaaS Platform and Dark Web Monitoring Services (defined below), for the duration of the Client’s Subscription Plan (defined below).

 

NOW, THEREFORE, the Parties hereby agree as follows:

 

1.           ACCEPTANCE AND MODIFICATION OF THIS AGREEMENT

 

1.1        By accessing the SaaS Platform and by using the Dark Web Monitoring Services (defined below), Client agrees to be bound by the terms and conditions of this Agreement and accepts to comply with all applicable laws and regulations. Should Client disagree to be bound by this Agreement, in whole or in part, Client shall (i) not be permitted/authorized to use the SaaS Platform and Dark Web Monitoring Services (defined below), and (ii) refrain from accessing/using the SaaS Platform and Dark Web Monitoring Services (defined below). 

 

1.2        Client acknowledges, understands and agrees that Client’s access to the SaaS Platform and Dark Web Monitoring Services (defined below) shall also be governed by the terms and conditions of Company’s End-User License Agreement (EULA), which are expressly incorporated into this Agreement by reference.

 

1.3        Company reserves the right, at any time and in its sole discretion, to modify or replace the terms of this Agreement. Client shall be solely responsible for checking this Agreement periodically in order to stay abreast of any changes to the Agreement. Client’s continued use of the SaaS Platform and Dark Web Monitoring Services (defined below) following the posting of any changes to this Agreement shall be subject to the newly modified Agreement.

 

2.           SAAS PLATFORM LICENSE GRANT

 

2.1        License Grant. Company hereby grants Client a non-exclusive, limited, non-transferable, revocable, non-sublicensable license to access and use the SaaS Platform:

 

(i)           for Client’s lawful internal business and personal purposes;

(ii)          in accordance with the features of the applicable Subscription Plan (defined below) selected by Client; and

(iii)        for the Subscription Term (defined below).

 

2.2        Subject to the terms and conditions of this Agreement and Company’s End-User License Agreement, Company shall use commercially reasonable efforts to provide Client with access to the SaaS Platform and Dark Web Monitoring Services (defined below) in accordance with the features of the Subscription Plan (defined below) selected by Client.

 

2.3        Client acknowledges, understands and agrees that Company may, in its sole discretion, modify, update or upgrade the SaaS Platform and Dark Web Monitoring Services (defined below) to (i) fix defects, bugs, or errors in the SaaS Platform and Dark Web Monitoring Services (defined below); (ii) cure security vulnerabilities of the SaaS Platform; (iii) comply with applicable laws; or (iv) if Company deems such modifications, updates and upgrades necessary or useful to maintain or enhance the (a) quality or delivery of the SaaS Platform and Dark Web Monitoring Services (defined below); (ii) competitive strength of or market for the SaaS Platform and Dark Web Monitoring Services (defined below); and (iii) performance and cost effectiveness of the SaaS Platform and Dark Web Monitoring Services (defined below).

 

2.4        Restrictions. Client shall/may not permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code, underlying structure, ideas, know-how or algorithms related to the SaaS Platform and Dark Web Monitoring Services (defined below); (ii) modify, translate, or create derivative works based on the SaaS Platform and Dark Web Monitoring Services (defined below); (iii) use the SaaS Platform and Dark Web Monitoring Services (defined below) for timesharing or service bureau purposes; (iv) modify, remove or obstruct any proprietary notices or labels on the SaaS Platform and Dark Web Monitoring Services (defined below); or (v) use the SaaS Platform and Dark Web Monitoring Services (defined below) in any manner so as to assist or take part in the development, marketing or sale of a product potentially competitive with the SaaS Platform and Dark Web Monitoring Services (defined below). For the avoidance of doubt, the SaaS Platform and Dark Web Monitoring Services (defined below) are Company’s Confidential Information (defined below).

 

3.           DARK WEB MONITORING SERVICES

 

3.1        Company agrees to provide Client with access to and use of the SaaS Platform, on a subscription basis in accordance with this Agreement, so as to provide Client with;

 

(i)           dark web monitoring services which enable Client to search and monitor the dark web (including but not limited to black market sites, P2P networks, hidden chat rooms, botnets and private websites) and visible websites in order to identify and detect whether (a) Client’s sensitive, confidential and/or personal data has been stolen and compromised, or (b) there is a potential security or vulnerability threat to Client’s Data (defined below) or systems, which may be exposed on the dark web and used by third parties for illegal/criminal purposes against Client; and

(ii)          notifications to alert Client in the event of Client’s sensitive, confidential and/or personal data being compromised, advertised or sold on dark web forums, thereby enabling Client to take the necessary precautionary action/measures to prevent potential, ongoing or future cyber-attacks;

 

(collectively the “Dark Web Monitoring Service(s)”).

 

3.2        Client acknowledges and understands that:

 

(i)           through the Dark Web Monitoring Services, Company shall match Client’s Data (defined below) with publicly available information which is collected by Company from the dark web so as to ascertain whether Client’s Data has been exposed, stolen or compromised. As such, Client will be solely responsible for selecting the data that Client wishes to be entered into the SaaS Platform, and which Client wants to (a) protect from being exposed on the dark web, and (b) be notified/alerted in the event of Client’s Data being exposed/discovered on the dark web.

(ii)          Company collects and accesses information from the dark web:

(a)         by taking the necessary precautions, including the use of an encrypted connection and virtual private network;

(b)         using legitimate credentials as provided by the dark web forums operators;

(c)         solely for the purposes of providing the Dark Web Monitoring Services to Client;

(d)         for legitimate cybersecurity purposes (e.g., to help Client identify and defend against cybersecurity threats); and

(e)         with no criminal, fraudulent or malicious intent or motive.

(iii)        the information Company collects and accesses from the dark web is information that has expressly been stolen and exposed, and is intended by the dark web forums to be made available/accessible to the public.

(iv)        Company does not, and shall not, purchase any stolen information that is exposed/discovered on the dark web from any third party.

(v)         Client shall use the SaaS Platform and Dark Web Monitoring Services solely for the purposes of protecting Client’s business/personal interests, to perform penetration tests or for ethical hacking purposes. Client is prohibited from using the SaaS Platform and/or Dark Web Monitoring Services to gain unauthorized access to a third party’s systems and for any other illegal purposes.

(vi)        the Dark Web Monitoring Services are supplemental to, and are not intended to replace, any physical, technical, or procedural security measures (including but not limited to filters, virus software, firewalls, surveillance or information security programs) that Client may now have or implement in the future. Client acknowledges further and agrees that no security solution can be one hundred percent (100%) effective, and as such Company does not guarantee the quality, effectiveness, or efficiency of Client’s security framework/posture, including any policies, procedures, or operations.

(vii)      Client shall not use any data, reports, analyses, statistics or other information obtained from Client’s use of the Dark Web Services for the purposes of verifying or evaluating (a) any third party’s credit worthiness or personal, family or household insurance needs; (b) any third party’s employment, promotion, reassignment or retention as an employee, or (c) any other purpose authorized under Section 604 of the Fair Credit Reporting Act, as applicable. As such, Client agrees to not use any data, reports, analyses, statistics or other information obtained from Client’s use of the Dark Web Services for improving or providing advice to any third party in relation to the third party’s credit record, credit history or credit rating.

 

3.3        In providing the Dark Web Monitoring Services to Client, Company has implemented a  best practice approach, including but not limited to (i) creating protocols that outline acceptable conduct for all Company personnel and contractors who interact with third parties on the dark web; (ii) practicing good cybersecurity by not connecting and properly securing Company’s systems to/from the dark web’s network(s); and (iii) reporting any ongoing or impending computer crime to the relevant law enforcement officials/authorities.  

 

3.4        Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

 

4.           SUPPORT SERVICES

 

4.1        Company will provide Client with support services, free of charge, aimed at addressing any queries and technical issues Client may encounter or experience while using the SaaS Platform and Dark Web Monitoring Services (“Support Dark Web Monitoring Services”).

 

4.2        Company shall provide Client with 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 and Dark Web Monitoring Services as well as to any payment/account issue.

 

5.           SERVICE LEVEL

 

Company shall use commercially reasonable efforts to make the SaaS Platform and Services available to Client at a service level of ninety-nine percent (99%) uptime per month.

 

6.           REGISTRATION, PASSWORD AND SECURITY

 

6.1        In order to access and use the SaaS Platform and Dark Web Monitoring Services, Client must first register with Company through our online registration process, by providing all required information which shall include but not be limited to Client’s full name, company name, and email address. An account shall thereafter be opened by Company, in its sole discretion, for Client on the SaaS Platform (“Client’s Account”).

 

6.2        Each Client’s Account is personal, non-transferable and may only be registered and used by one (1) single individual/entity. Client may not access any third party’s account or authorize any third party to access Client’s Account and use the Dark Web Monitoring Services on Client’s behalf. Client acknowledges and agrees that Company may, in its sole discretion, deny Client access to its SaaS Platform and/or Dark Web Monitoring Services for any reason or no reason at all.

 

6.3        Where a registered user is a legal entity, the natural person registering the Client’s Account on behalf of such legal entity warrants that Client has the legal capacity and power to (i) act on behalf of and represent such legal entity, (ii) proceed with the registration of the legal entity and creation of its Client’s Account on the SaaS Platform, (iii) accept the terms of this Agreement on its behalf, and (iv) make payment of the subscription in relation to the use of the SaaS Platform and Dark Web Monitoring Services for and on behalf of such legal entity. 

 

6.4        Client agrees to (i) provide true, accurate, current and complete information about Client as prompted by Company’s registration process, and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times. If Client provides any information to Company that is untrue, inaccurate, outdated, or incomplete, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Company may close Client’s Account on the SaaS Platform and deny Client the ability to access and use the Dark Web Monitoring Services. Client agrees to hold Company harmless and bear full responsibility for all damages accrued by Company in the event of any violation of the obligations provided under this Section 6.4.

 

6.5        Client may indicate, during the registration process, to Company, Client’s preferred username (which shall be Client’s registered email address) and Client’s choice of password to be used as login credentials to access Client’s Account (“Login Credentials”). Client shall be solely responsible for (i) maintaining the confidentiality of Client’s Login Credentials; and (ii) any and all activities which occur under Client’s Account. Client agrees to notify Company immediately of any unauthorized use of Client’s Account or any other breach of security. Company shall not be liable for any loss that Client may incur as a result of any third-party using Client’s Login Credentials and/or accessing/using Client’s Account either with or without Client’s knowledge. However, Client may be held liable for losses incurred by Company due to any third-party using Client’s Login Credentials and/or Client’s Account. Client acknowledges and agrees that Client may not (i) use the Client’s Account of another user registered on the SaaS Platform, and further acknowledges that Client’s Account is for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the SaaS Platform and when using the Dark Web Monitoring Services.

 

7.           CLIENT’S DATA

 

7.1        Client’s Data shall mean any and all electronic data, information that is related to an identified or identifiable (including but not limited to usernames, names, surnames, address, phone numbers, domain numbers, and internet protocols) and materials submitted/inputted by Client or Client’s authorized users for the purposes of using the SaaS Platform and Dark Web Monitoring Services and to enable Company to process any and all data/information on Client’s behalf.

 

7.2        Client shall own all rights, title and interest in and to all of Client Data’s and shall have sole responsibility for the legality, legitimacy, reliability, integrity, accuracy and quality of Client’s Data.

 

7.3        Sensitive Data. Client acknowledges and agrees to comply with any and all applicable data legislations in relation to any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction, unless  Client and Company separately enter into a HIPAA business associate agreement.

 

7.4        Data Security. Company shall use commercially reasonable measures, as required by applicable law, to establish and maintain electronic and physical safeguards against unauthorized access, destruction, loss, accidental or unauthorized deletion, disclosure or alteration of Client’s Data under Company’ control. Such measures shall, in no event be less rigorous than applicable industry standards. Furthermore, Company shall ensure that the security, confidentiality and integrity of Client’s Data transmitted through or stored on Company’ servers. For the avoidance of doubt, Company shall not be liable to Client for any and all destruction, loss, accidental or unauthorized deletion, disclosure or alteration of Client’s Data.

 

7.5        In the event of any loss or damage to Client’s Data, Client’s sole and exclusive remedy shall be for Company to use reasonable commercial endeavours to restore the lost or damaged Client’s Data from the latest back-up of such Client’s Data as maintained by Company.

 

7.6        Privacy. Company shall, while providing Client with the SaaS Platform and Dark Web Monitoring Services, comply with its Privacy Policy available at [https://insecureweb.com/terms-and-conditions-of-service-acceptable-use-policy-content-standards-and-interactive-services/] and relating to the privacy and security of Client’s Data. As such, Company’ Privacy Policy governs Company’ use, storage and processing of any personal data Client may provide to Company when accessing and using the SaaS Platform and Dark Web Monitoring Services. Client’s election to use the SaaS Platform and Dark Web Monitoring Services shall be deemed to constitute Client’s acceptance of the terms of Company’ Privacy Policy.

 

7.7        Client grants Company a perpetual, non-exclusive, fully paid, royalty-free, sub-licensable and worldwide license to use, copy, modify, create derivative works from, print, display, reproduce and distribute Client’s Data solely to the extent necessary to make the SaaS Platform and Dark Web Monitoring Services available to Client and Client’s authorized users.

 

7.8        Client agrees that any and all of Client’s Data provided by Client and/or Client’s authorized users to Company, are accurate, complete and reliable. Client further agrees that (i) Company shall not be responsible for the correction of any error or inaccuracy in Client’s Data entered into the SaaS Platform once uploaded by Client; and (ii) Client shall be obliged to delete/remove any incorrect/erroneous Client’s Data from the SaaS Platform and replace such incorrect/erroneous Client’s Data with accurate and error free Client’s Data.

 

8.           RIGHTS AND OBLIGATIONS OF THE PARTIES

 

8.1        Client’s Responsibilities. Subject to the terms and conditions of this Agreement, Client shall:

 

(i)           provide Company with all necessary cooperation in relation to this Agreement;

(ii)          use the SaaS Platform and Dark Web Monitoring Services only for the purposes provided under this Agreement;

(iii)        provide Company with accurate and complete information and Client’s Data so as to assist Company to successfully perform the Dark Web Monitoring Services under this Agreement;

(iv)        provide Company with all necessary access to such information as may be required by Company in order for Company to comply with all applicable laws and regulations with respect to its activities under this Agreement;

(v)         obtain all necessary documentation, information, materials, authorizations, permissions and licenses necessary in respect of any of Client’s Data and Client’s third party software or technology to enable Company to provide Client with access to the SaaS Platform and Dark Web Monitoring Services;

(vi)        provide Company with access to Client’s Data in order for Company to be able to provide the Dark Web Monitoring Services to Client;

(vii)      comply with all applicable laws as pertains to the security, transfer, sharing and storage of Client’s Data;

(viii)     provide Company with all necessary access to such information as may be required by Company in order for Company to ensure that the Client’s authorized users use the SaaS Platform and Dark Web Monitoring Services in accordance with the terms and conditions of this Agreement and Client shall be responsible for any of its authorized user’s breach of this Agreement;

(ix)        ensure that Client’s network and systems comply with the relevant specifications of the the SaaS Platform as provided by Company to the Client from time to time;

(x)         be solely responsible for procuring and maintaining Client’s network connections and telecommunications links from Client’s systems to Company’s servers. Client shall also be responsible for any issues, conditions, delays, delivery failures and all other losses and/or damages arising from or relating to (i) the Client’s network connections or telecommunications links, or (ii) an unstable Internet connection;

(xi)        comply with all applicable local, state, national and international laws in connection with Client’s use of the SaaS Platform and Dark Web Monitoring Services, including laws pertaining to data privacy, international communications, and the transmission of technical or personal data. Client acknowledges and understands that Company shall have no control over the content of the information transmitted by Client through the SaaS Platform and Dark Web Monitoring Services;

(xii)      safeguard all electronic communications, including but not limited to personal data, business information, account registration, financial information, and all other data of any kind contained within emails or otherwise entered by Client electronically while accessing and using the SaaS Platform and Dark Web Monitoring Services;

(xiii)     take commercially reasonable efforts to (a) promptly notify Company of any unauthorized access to or use of the SaaS Platform and Dark Web Monitoring Services, and (b) cooperate with and assist Company in preventing any such unauthorized access or use of the SaaS Platform and Dark Web Monitoring Services;

(xiv)     be solely responsible for obtaining any and all required consents for any personal data that Client provides to Company and enters into the SaaS Platform. If Client is a managed security service provider, who provides the use of the SaaS Platform and Dark Web Monitoring Services to its end-clients, such managed security service provider shall be solely responsible for obtaining all required consents from its end-clients for the use of the end-clients’ personal data; and

(xv)      be solely responsible for the acts and omissions of Client’s employees, contractors, and agents.

 

8.2        When accessing and using the SaaS Platform and Dark Web Monitoring Services, Client shall not:

 

(i)           use any material, data or information which is made available by Company as part of the SaaS Platform and Dark Web Monitoring Services in a manner that infringes upon any copyright, trademark, patent, trade secret, or other proprietary right of Company and/or any third party;

(ii)          upload files that contain malicious code, trojan horse, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of Company’s and/or a third party’s computer or property;

(iii)        download, reproduce, display, perform, and/or distribute any file posted to the SaaS Platform and Dark Web Monitoring Services by Company that Client knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed;

(iv)        falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin/source of the SaaS Platform and Dark Web Monitoring Services or other material included in the SaaS Platform and Dark Web Monitoring Services, and made available by Company to Client;

(v)         violate any applicable laws or regulations;

(vi)        send or store infringing, obscene, threatening, abusive, defamatory, discriminatory or otherwise unlawful or tortious material, including material that violates privacy rights;

(vii)       upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights;

(viii)     sell, resell, rent, lease, loan, supply, publish, distribute, redistribute or sub-license the SaaS Platform and Dark Web Monitoring Services to a third party; and

(ix)        attempt to breach the security and/or authentication measures of the SaaS Platform and Dark Web Monitoring Services.

 

8.3        Client shall be solely liable for any and all actions of Client’s authorized users who were given access, by Client, to the SaaS Platform and Dark Web Monitoring Services.

 

8.4        Client acknowledges, that Company shall not be liable for:

 

(i)           any false, inaccurate, incomplete information/data provided by Client to Company in relation to the use of the Dark Web Monitoring Services;

(ii)          the choices Client makes with regards to the SaaS Platform and Dark Web Monitoring Services;

(iii)        any and all decisions, actions or inactions Client may choose to take whilst accessing and using the SaaS Platform and Dark Web Monitoring Services;

(iv)        any result or non-result or any consequences which may occur due to Client’s access to and use of the SaaS Platform and Dark Web Monitoring Services; and

(v)         any security breach/vulnerability of the SaaS Platform and Dark Web Monitoring Services caused by a third party gaining unauthorized access to Company’s computer systems, SaaS Platform and Dark Web Monitoring Services.

 

8.5        Company’s Responsibilities. Subject to the terms and conditions of this Agreement, Company  agrees to provide Client with access to the SaaS Platform and Dark Web Monitoring Services in accordance with the terms and conditions of this Agreement. Company  reserves the right to deny Client access to the SaaS Platform and Dark Web Monitoring Services at any time if Company  deems, in its sole discretion, that such denial is necessary in order to ensure Client’s compliance with this Agreement or to protect Company’s rights, property, and interests.

 

8.6        If Company, reasonably believes in its sole discretion that Client is participating in fraudulent or illegal activities, Company may immediately suspend or terminate Client’s access and/or Client’s authorized users’ access to the SaaS Platform and Dark Web Monitoring Services.

 

8.7        Both Parties agree to act in a professional manner and perform the Parties respective obligations hereunder in accordance with good business practices.

 

9.           SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT AND TAXES

 

9.1        Client acknowledges that Client must subscribe to/select one of Company’s currently subscription plans (“Subscription Plans”) to be able to use the SaaS Platform and Dark Web Monitoring Services. Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee; and (iii) include the number of Credits (defined below) available to Client (“Subscription Plan Fee(s)”). The features of each Subscription Plan shall be further detailed on Company’s website located at insecureweb.com.

 

9.2        The Subscription Plan Fees, corresponding to Client’s selected Subscription Plan and to be paid by Client to Company in consideration of Client’s access to and use of the SaaS Platform, shall be stated under Company’s invoice; and will include the number of Credits (defined below) available under Client’s selected Subscription Plan.

 

9.3        Each Subscription Plan shall include a defined number of credits which shall apply each time that Client uses the Dark Web Monitoring Services via the SaaS Platform (“Credit”). A pre-determined number of Credits will be deducted from the total number of Credits available under Client’s selected Subscription Plan. For the avoidance of doubt, should Client use all Client’s Credits under Client’s selected Subscription Plan, Client will be able to purchase more Credits from Company, via the SaaS Platform. In the event Client does 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.

 

9.4        Client acknowledges and agrees that the Subscription Plan Fees corresponding to Client’s selected paid Subscription Plan shall be (i) quoted and payable in U.S. Dollars (USD); and (ii) paid by Client on time.

 

9.5        Client will be billed on a monthly  basis (“Billing Cycle(s)”) for the Subscription Plan Fees owed by Client to Company in accordance with this Agreement.

 

9.6        Payment of Client’s selected Subscription Plan Fees shall be made by Client to Company via credit or debit card.

 

9.7        Company may in its sole discretion and at any time, modify the Subscription Plan Fees. Any Subscription Plan Fee change will become effective at the end of the then-current annual Billing Cycle. Company shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 16 (Term, Suspension, and Termination) Client’s Subscription Plan and/or terminate the Agreement  before such change becomes effective. Client’s continued use of the SaaS Platform and Dark Web Monitoring Services after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.

 

9.8        Client agrees to notify Company of any billing queries and/or errors within thirty (30) calendar days after receipt by Client of any invoice (submitted/sent by Company to Client hereunder). Should Client not notify Company of any billing queries and/or errors within such time period, this absence of notification on Client’s part shall be deemed to constitute Client’s waiver of Client’s right to dispute such queries and errors following the expiration of such thirty (30) calendar day period. Client acknowledges, understands and agrees that Company reserves the right to correct any errors in the Subscription Plan Fees, previously quoted by Company to Client and for which Company received payment from Client, (i) by correcting such error in the Subscription Plan Fees, or (ii) by issuing a credit note or corrected invoice to Client.

 

9.9        Company does not guarantee that the Subscription Plans and the respective SaaS Platform and Dark Web Monitoring Services will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, and (ii) alter the features and options associated with any particular Subscription Plan.

 

9.10    Client acknowledges and agrees that Company may, from time to time, add additional features or functionalities to the SaaS Platform and Dark Web Monitoring Services. As such, Client’s access to and use of any additional features and functionalities to the SaaS Platform and Dark Web Monitoring Services may require the payment of additional Subscription Plan Fees by Client.

 

9.11    Refund. Company may, in Company’s sole discretion, provides Client with a thirty (30) calendar day refund for the Dark Web Monitoring Services subscribed by Client on the SaaS Platform, provided that such refund request is made by Client to Company within the first month of the commencement of Client’s selected initial Subscription Plan. To request a refund, Client must send an email to [support@insecureweb.com]. For the avoidance of doubt, if Client is outside the thirty (30) calendar days refund window, Client shall not be eligible for a refund under any circumstances.

 

9.12    Any refund request shall be processed via [Stripe] and may take between five (5) and ten (10) business days, depending on Client’s financial institution/bank. As such, should Client not receive Client’s refund after the expiry of more than ten (10) business days from the date Company processed Client’s refund request, Company recommends that Client contact Client’s financial institution/bank to enquire about the status of Client’s refund. 

 

9.13    Taxes. Unless stated otherwise, all Subscription Plan Fees and any other fees that may become due under this Agreement, owed to Company by Client in consideration of Client’s access to and use of the SaaS Platform and Dark Web Monitoring Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on Company’s income) associated with Client’s subscription to the SaaS Platform and Dark Web Monitoring Services, as well as for any Recruiter fee that may become due and payable under this Agreement. Client hereby indemnifies and holds Company harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If Company is under a legal obligation to pay or collect Taxes for which Client is responsible under this Section 9 (Subscription Plans, Subscription Plan Fees, Payment and Taxes), the applicable amount shall be invoiced (by Company) to and paid by Client unless Client provides Company with a valid tax exemption certificate from the applicable taxing authority.

 

10.        INTELLECTUAL PROPERTY

 

10.1    Intellectual Property” shall mean the intellectual property of either Party, which shall include any developments, derivative works, deliverables, enhancements and/or modifications to any intellectual property defined as, but not limited to: any patents, trademarks, trade secrets, design, database, business process or methodologies, techniques, know-how or other intangible property.  Each Party and/or its licensors own and shall retain all right, title and interest (for instance, without limitation, patent right, copyright, trademark right, trade secret right, moral right, design right, database right or any other intellectual property right or proprietary right) in and to its respective Intellectual Property.

 

10.2    The Parties acknowledge that all Intellectual Property rights belonging to a Party prior to the execution of this Agreement or created by the Parties regardless of the execution of this Agreement shall remain vested in that Party.

 

10.3    Each Party shall take the appropriate steps and precautions for the protection of the other Party’s Intellectual Property and Confidential Information (defined below). Without limiting the generality of the foregoing, each Party will: (i) keep all forms or copies of Intellectual Property secure and use its best efforts to prevent any unauthorized use and access of/to a Party’s Intellectual Property; (ii) include in any copy of any Intellectual Property the appropriate notices of ownership; or (iii) to the extent practicable and only as instructed in writing, return or destroy the other Party’s Intellectual Property. Each Party agrees that it/she/he will immediately notify the other Party of any unauthorized use of such other Party’s Intellectual Property and of any potential or pending legal action in relation to any potential or actual infringement of such other Party’s Intellectual Property rights. The Party being notified (i) may, at its option and expense, assume control of such action with the other Party providing assistance relating to such action as may be reasonably requested by a Party, and (ii) will assist in enforcing any settlement or order made in connection with the action.

 

10.4    Client’s Intellectual Property Rights. Any Client’s Data, information or other materials furnished to Company by Client in connection with Client’s use of the SaaS Platform and Dark Web Monitoring Services shall remain the sole property of Client. All such materials shall be (i) released and returned by Company to Client at the latest upon the termination of this Agreement, or (ii) destroyed upon Client’s written request.   

 

10.5    Company’s Intellectual Property Rights. Company and its licensors shall retain all rights, title and interest in and to all of its respective Intellectual Property used by Company in order to provide the SaaS Platform and Dark Web Monitoring Services to Client under this Agreement. Any ideas, concepts, expertise, techniques, sequence, or organization relating to data processing developed during the Subscription Term (defined below) by Company, or jointly by Company and Client, shall be the sole and exclusive property of Company.

 

10.6    Feedback. By sending Company any suggestions, enhancement requests, recommendations or other feedback (collectively “Feedback”) Client agrees that (i) Client’s Feedback will not contain any confidential or proprietary information belonging to any third-party(ies), (ii) Company shall be under no obligation of confidentiality, express or implied, with respect to Client’s Feedback, (iii) Company may have feedback from other subscribers which is similar to Client’s Feedback and already under consideration by Company or being developed by other subscribers for Company’ benefit, and (iv) Client grants Company an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense Client’s Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Client, and Client irrevocably waives, and causes to be waived any claims and assertions of any moral rights, contained in such Client’s Feedback, against Company.

 

11.        CONFIDENTIALITY

 

11.1    Confidential Information” shall mean Company’s SaaS Platform and Dark Web Monitoring Services, and any know-how, trade secrets, information, data, materials or other confidential and/or proprietary information disclosed by one Party to the other under this Agreement that is either: (i) conspicuously marked or otherwise identified as ‘Confidential’ or ‘Proprietary’ at the time of disclosure; or (ii) should reasonably be understood by the receiving Party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure. Confidential Information includes any:

 

(i)           business records and plans, user or client feedback, and online accounts;

(ii)          form of scientific, technical or data information, website identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

(iii)        concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, website content, designs, logos, brochures, images schematics, research and development;

(iv)        form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, suppliers, business partners, business associates,  Clients or clients, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

(v)         personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any  Clients, employees, contractors, users or any other person whosoever.

 

11.2    The Parties acknowledge and agree that each Party will have access to certain trade-secrets and other non-public Confidential Information of the other during and in connection with the performance of its obligations hereunder, and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the purpose of performing its obligations under this Agreement. All such Confidential Information is and shall remain the exclusive property of the disclosing Party  and no license shall be granted or implied with respect to such Confidential Information by reason of the other Party’s access to such Confidential Information. Each Party agrees to protect the Confidential Information of the other with the same standard of care and procedures used by such Party to protect its own Confidential Information of similar importance while at all times using the same standard of care.

 

11.3    Each Party shall take such sufficient precautions to enable such Party to comply with all the terms hereof and to ensure similar compliance thereof by each of their respective employees/personnel. Furthermore, each Party shall bind the Party’s respective employees/personnel to ensure and maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party and which comes to such Party’s knowledge in the course of performing its obligations under this Agreement.

 

11.4    Use and Compelled Disclosure of Confidential Information. A Party may use Confidential Information of the other Party: (i) to the extent reasonably necessary to exercise its rights and perform its obligations under this Agreement. Either Party may disclose the existence of this Agreement for the purposes of financing, audits, or internal processes. In the event that a Party receives a subpoena or other validly issued administrative or judicial notice requesting the disclosure of the other Party’s Confidential Information, it/she/he will, to the extent legally permissible, promptly notify the other Party and, if requested, tender to the other Party the defense of the subpoena or notice. If requested by the disclosing Party, the receiving Party will cooperate (at the expense of the requesting/disclosing Party) in opposing the subpoena or notice. Unless the subpoena or notice is timely limited, quashed or extended, the receiving Party will then be entitled to comply with the request to the extent permitted by Law.

 

11.5    Exclusions. Confidential Information shall not include information that was: (i) previously known to the receiving Party without an obligation not to disclose such information; (ii) independently developed by or for the receiving Party without use of the other Party’s Confidential Information; (iii) acquired by the receiving Party from a third-party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information; or (iv) is or becomes publicly available through no fault of the disclosing Party.

 

11.6    Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure by such Party of any Confidential Information of the other Party and that such other Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

 

11.7    The Parties’ obligations arising under this Section 11 (Confidentiality) shall (i) survive the termination of this Agreement and (ii) remain indefinitely in force after the termination of this Agreement.

 

12.        DATA PROTECTION

 

12.1    Any and all identifying information regarding Client’s Data  (including but not limited to personal names, phone numbers, addresses and email addresses or other identifying information) provided by Client to Company in relation to the Dark Web Monitoring Services will be deemed to be the Confidential Information (defined below) of Client and subject to Section 11 (Confidentiality) of this Agreement. Client agrees to grant Company the limited and restricted right to use Client’s Data solely in connection with the provision of the Dark Web Monitoring Services (and as provided under Section 7.7 of this Agreement). As such, Client hereby agrees to indemnify and hold Company harmless of and from any and all claims, suits, judgements or proceedings arising from any claim that Client’s Data or other customer’s information that has been collected, distributed, or otherwise used by Company in a manner that violates the customer’s privacy rights and/or data protection legislation.

 

12.2    For the purposes of this Agreement, all Client’s Data stored by Company will be encrypted and Company will not transfer such Client’s Data to any other hosting entity or location or disclose/share/sell Client’s Data to any third party without the prior written consent of Client.

 

12.3    Client shall ensure that Client:

 

(i)           has obtained and holds/maintains all necessary rights, consent and authorizations which may be required from any third party for the purposes of processing, collecting or accessing personal data in relation to the use or provision of the Dark Web Monitoring Services and in accordance with Client’s obligations under this Agreement; and

(ii)          complies with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.

 

12.4    Company shall only process/collect/use Client’s Data during the Subscription Term (defined below) and only on the instructions of Client as provided under this Agreement. As such, Company shall promptly notify Client in the event the processing/collecting/using Client’s Data infringes upon relevant data protection laws and regulations.

 

12.5    In relation to all personal data provided by or through Client to Company, Client will be responsible as sole data controller for complying with all applicable data protection or similar laws such as European Union General Data Protection Regulation Directive 95/46/EC and laws implementing that Directive that regulate the processing of personal data and special categories of data as such terms are defined in that Directive. Client agrees to obtain all necessary consents and make all necessary disclosures before entering/uploading personal data and using the SaaS Platform. Client confirms that Client is solely responsible for any personal data that may be contained in Client’s Data, including any information which Company shares with third parties on Client’s behalf. Client is solely responsible for determining the purposes and means of processing Client’s Data by Company under this Agreement, including that such processing according to Client’s instructions will not place Company in breach of applicable data protection laws. Prior to processing, Client will inform Company about any special categories of data contained within Client’s Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Client is responsible for ensuring that the provision by Company of the SaaS Platform and Dark Web Monitoring Services meet such restrictions or special requirements.

 

12.6    Company shall ensure that any and all employees, contractors or agents who have been authorized by Company to process/use/collect Client’s Data in relation to the provision of the Dark Web Monitoring Services have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

 

12.7    Company shall, at the choice of Client, delete or return all of the Client’s Data to Client  after the completion/termination of the Dark Web Monitoring Services, and shall delete existing copies save to the extent that applicable law requires the storage of the relevant personal data.

 

12.8    Each Party shall be responsible for complying with any and all applicable data protection laws and regulations in relation to the processing, use and collection of Client’s Data and any other personal data.

 

12.9    If any changes or prospective changes to any relevant data protection laws result or will result in one or both Parties not complying with the data protection laws in relation to the processing, collection and use of personal data, as provided under this Agreement, then each Party agrees to use the Party’s best endeavors to agree to such variations to this Agreement as may be necessary to remedy such non-compliance.

 

13.        WARRANTIES AND DISCLAIMER

 

13.1    The SAAS PLATFORM AND DARK WEB MONITORING SERVICES PROVIDED by Company UNDER THIS AGREEMENT shall be pROVIDED in a timely and PROFESSIONAL manner and shall conform to the standards generally observed in the industry for similar DARK WEB MONITORING DARK WEB MONITORING SERVICES at the time such SAAS PLATFORM AND DARK WEB MONITORING SERVICES IS PROVIDED BY COMPANY TO CLIENT.

 

13.2    DISCLAIMER. The SAAS PLATFORM AND DARK WEB MONITORING SERVICES PROVIDED BY COMPANY UNDER THIS AGREEMENT, ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. COMPANY DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF COMPANY UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, OR NON INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF COMPANY UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES, OR THAT THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES WILL NOT INTERFERE WITH OR DISRUPT ANY OF CLIENT’S NETWORKS, SOFTWARE, SECURITY OR OTHER SYSTEMS. CLIENT SHALL NOT HAVE THE RIGHT TO PASS ON ANY REPRESENTATION OR WARRANTY OF COMPANY TO ANY THIRD-PARTY OR END USER, NOR DOES COMPANY PROMISE TO BACKUP ANY OF CLIENT’S DATA/INFORMATION/CONTENT. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. COMPANY SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES, AND THE USE BY CLIENT OF THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES IN A PARTICULAR COUNTRY, TERRITORY, OR REGION. 

 

13.3    COMPANY AND ITS VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. COMPANY AND ITS VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT CLIENT MAY SUFFER, AND THAT ARE BEYOND COMPANY’S CONTROL.

 

13.4    EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CLIENT’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CLIENT; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT CLIENT OBTAINS THROUGH THE USE OF THE SAAS PLATFORM AND DARK WEB MONITORING SERVICES.

 

13.5    Company shall not be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the SaaS Platform and Dark Web Monitoring Services.

 

13.6    Client expressly acknowledges and agrees that (i) Company does not warrant that the Dark Web Monitoring Services will meet all of Client’s needs or requirements; and (ii) Company shall have no obligations for ensuring or perfecting the SaaS Platform’s and Dark Web Monitoring Services’ operation on or compatibility with any current or future version or release of any device, hardware, equipment or operating software or other software products which Client may acquire or receive from any source, excluding Company.

 

13.7    No Third Party Warranties.  Company makes no warranty of any kind, whether express or implied, with regard to any products, software, content, equipment, or hardware obtained from third parties.

 

13.8    Mutual Warranties. Each Party hereby represents, warrants, and covenants that: (i) it/she/he has the authority and right to enter into this Agreement, and to perform its obligations under this Agreement; (ii) no consent, approval, or withholding of objection is required from any third-party or governmental authority with respect to the entering into or the performance of this Agreement; and (iii) it/she/he shall be solely responsible for complying with all applicable Federal, state, and local laws and regulations that pertain its business operation(s) within its specific industry.

 

13.9    No Other Warranties. Except as expressly provided under this Agreement, Company makes no warranties, representations or conditions, and assumes no liability for Client’s access to and use of the SaaS Platform and Dark Web Monitoring Services. THE WARRANTIES SET FORTH UNDER THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY COMPANY TO CLIENT, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, ACCURACY OF INFORMATIONAL CONTENT, AND ACCURACY OF THE METHODOLOGY YSED TO DEVELOP AND PROVIDE THE DARK WEB MONITORING SERVICES OR ANY DATA.

 

13.10 Downtime. Client acknowledges that the SaaS Platform and Dark Web Monitoring Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, conducted either by Company or by third party service providers, or due to other causes beyond Company’s reasonable control. Where reasonably possible, Company shall use reasonable efforts to provide Client with advance written notice via e-mail as pertains to any scheduled service disruption.

 

14.        LIMITATION OF LIABILITY

 

14.1    Aggregate Liability. NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY CLAIMS (INCLUDING THIRD-PARTY CLAIMS) ARISING FROM, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF LIABILITY (WHETHER IN CONTRACT OR TORT OR OTHERWISE), WILL EXCEED THE SUBSCRIPTION PLAN FEES PAID BY CLIENT TO COMPANY IN THE SIX (6) MONTHS PRECEDING THE CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY.

 

14.2    No Consequential Damages.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, RELIANCE OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT) OR REVENUE (OTHER THAN SUBSCRIPTION PLAN FEES PAYABLE UNDER THIS AGREEMENT), FOR ANY BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION OR DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR IS REASONABLY FORESEEABLE.

 

14.3    COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY OF CLIENT’S DATA OR CONTENT WHETHER RESULTING FROM DELAYS, SERVICE INTERRUPTIONS OR OTHERWISE.

 

15.        INDEMNIFICATION

 

15.1    Company shall defend, indemnify and hold Client harmless (including by paying external attorneys’ fees and costs/expenses of defense) and pay any settlement to which Company consents in relation to any third party claim to the extent that such third party claim is arising from the Client’s use of the SaaS Platform and Dark Web Monitoring Services infringing upon any intellectual property right of such third-party. Company’s defense and payment obligations will not apply, however, if the third party’s intellectual property infringement claim relates to or arises from:

 

(i)           Client’s failure to use corrections or enhancements to the SaaS Platform and Dark Web Monitoring Services as made available by Company to Client;

(ii)          Client’s use of the SaaS Platform and Dark Web Monitoring Services in combination with any of Client’s or third party’s product, technology, or information not owned or developed by Company;

(iii)        any decision, action, use, or omission that Client or Client’s authorized user may make based on Company’s Dark Web Monitoring Services, or any data, reports, analyses, statistics or other information provided or made available to Client by Company in connection with the SaaS Platform and Dark Web Monitoring Services;

(iv)        Client’s violation of the terms and conditions of this Agreement; or

(v)         Company’s compliance with any Client’s specifications or requirements, including, without limitation, any functional specifications provided by Client to Company.

 

15.2    Company may, at its expense and option in case of third party’s intellectual property infringement claim: (i) Company shall obtain the necessary rights from such third party, to permit Client to continue to use the SaaS Platform and Dark Web Monitoring Services; (ii) replace the SaaS Platform and Dark Web Monitoring Services with a non-infringing equivalent product; or (iii) modify the SaaS Platform and Dark Web Monitoring Services to make it non-infringing. As a condition of receiving any of the foregoing remedies, Client must promptly notify Company in writing of the third-party claim and provide reasonable cooperation (at Client’s own expense) and full authority to Company to defend or settle the claim or suit. Company will have no obligation to pay for any settlement or compromise of such third-party claim made without Company’s written consent. The remedies set out in this Section 15 (Indemnification) constitute Client’s sole and exclusive remedy and Company’s sole liability with respect to any infringement by Company of any third party’s Intellectual Property right arising.  

 

15.3    Client shall defend, indemnify and hold Company and its officers, directors, employees, and agents harmless from and against any and all third party claims, actions, liability, expenses (including reasonable attorneys’ fees), costs, or losses arising from: (i) Client’s combination, operation or use of the SaaS Platform and Dark Web Monitoring Services with third-party technology; (iii) any misuse of the SaaS Platform and Dark Web Monitoring Services by Client and Client’s authorized users; (iii) the acts (or any failure to act) of Client or Client’s authorized users hereunder; (v) any breach by Client of its obligations under this Agreement; (vi) any breach of security, service interruption and/or termination, that are directly related to the design, functionality, performance, or operability of the SaaS Platform and Dark Web Monitoring Services; or (vii) any third-party claim against Company for any breach of applicable data privacy laws and regulations.

 

16.        TERM, SUSPENSION, AND TERMINATION

 

16.1    This Agreement shall commence on the Effective Date (defined below) of this Agreement and remain in force, for the duration of the Subscription Plan selected by Client under this Agreement (Subscription Term”) unless terminated in accordance with the provisions of this Agreement.

 

16.2    Suspension. Company may suspend or temporarily disable Client’s access to and use of the SaaS Platform and Dark Web Monitoring Services if (i) Client fails to make payment of the Subscription Plan Fee for Client’s use of the SaaS Platform and Dark Web Monitoring Services on time; (ii) Company suspects Client of partaking in any illegal activity; (iii) Company reasonably believes that Client has violated the terms of this Agreement; 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 and use of the SaaS Platform and Dark Web Monitoring Services. For the avoidance of doubt, any suspension by Company of the SaaS Platform and Dark Web Monitoring Services shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees.

 

16.3    Termination for Convenience. Company may terminate this Agreement for any reason or no reason at all, and without liability, by giving Client fifteen (15) calendar’s notice. Client may terminate the Client’s selected Subscription Plan for any reason or no reason at all, and without liability, by giving Company fifteen (15) calendar’s notice, via email.

 

16.4    Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other if:

 

(i)           the other Party commits a material breach of any of the terms of this Agreement 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.

 

16.5    Effect of Termination and Expiration. Client acknowledges that upon the termination of this Agreement or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the SaaS Platform and Dark Web Monitoring Services. Any termination of this Agreement shall not relieve Client from Client’s obligation to make payment of the Subscription Plan Fees owed up until and including the effective date of termination.

 

17.        NON-DISPARAGEMENT

 

The Parties agree to not at any time engage in, or make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill or commercial interests of the other Party. Notwithstanding the foregoing, nothing in this Section 17 (Non-Disparagement) will prevent a Party from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such Party to disclose or make accessible such information. Each Party agrees to notify the other Party of any statement that is required to be made, prior to making such statement.

 

18.        FORCE MAJEURE

 

Neither Party shall be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to access/use the SaaS Platform as a result of any cause or condition beyond such Party’s reasonable control, including, but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought or acts of God; epidemic and pandemic, court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage or war; failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party; provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. If one of the causes or conditions listed in this Section 18 (Force Majeure) delays or prevents a Party’s performance, that Party will promptly notify the other and describe the anticipated duration of the delay or prevention, as well as the steps being taken to overcome or mitigate the delay or failure to perform. 

 

19.        GOVERNING LAW AND JURISDICTION

 

In the event of any disagreement between the Parties with respect to the interpretation and implementation of any aspect of this Agreement, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.

 

This Agreement, and any dispute arising out of or in connection with the Agreement, 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 [Broward county], [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 and Dark Web Monitoring Services be instituted by Client against Company more than one (1) year after the cause of action arose.

 

20.        AGE RESTRICTION

 

Client represents and warrants that Client is at least eighteen (18) years old. The Dark Web Monitoring Services are only intended for individuals aged eighteen (18) years or older. Company reserves its right to request proof of age from Client, at any time so as to verify Client’s compliance with this Section 19 (Age Restriction).

 

21.        GENERAL PROVISIONS

 

21.1    Compliance with Laws. Each Party shall comply with all applicable laws and regulations regarding the general conduct of business including without limitation all relevant anti-corruption and anti-bribery laws. Furthermore, each Party agrees, at the Party’s sole expense, to operate in full compliance with all governmental laws, regulations, and requirements applicable to its obligations hereunder and to maintain in force all licenses, permits, and approvals required for the Party’s performance under this Agreement.

 

21.2    Severability. If any of the provisions or portions of this Agreement are held to be invalid under any applicable statute or rule of Law, such provisions shall be deemed to be omitted from this Agreement without in any way invalidating or impairing the other provisions of this Agreement.

 

21.3    No Waiver. Save for Sections 9.8 and 10.6, a Party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.

 

21.4    No Third-Party Beneficiaries. This Agreement are not intended to and shall not be construed to give any third-party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any term, agreement or provision contained herein or contemplated hereby.

 

21.5    No Assignment. Client shall not assign or otherwise transfer Client’s rights and obligations under this Agreement without the prior written consent of Company. Any attempt to make such an assignment without Company’s consent shall be void. Company’s consent shall not be unreasonably withheld.

 

However, this Agreement shall be binding upon and inure to the benefit of Company, its affiliates, or any corporation or other entity to which Company may (i) transfer all or substantially all its assets and business, or (ii) assign the rights and obligations under this Agreement, in which case references to “Company” as used herein shall mean such affiliate, corporation or other entity.

 

21.6    No Agency, Partnership, or Employment Relationships. Client acknowledges that Company is merely a service provider. Accordingly, there is no employment, agency, joint venture, or partnership relationship between Client and Company.

 

21.7    Notices. Except as otherwise provided under this Agreement, any notice required or permitted to be given by Client will be effective only if it is in writing and sent via email to [enterprise@insecureweb.com]. Any notices provided to Client by Company shall be sent to the email address provided by Client to Company, or to such other address as Client may specify from time to time. Notices shall be deemed to be given twenty-four (24) hours after the email is sent, unless the Party sending such notice is notified that the email address is invalid.

 

21.8    Entire Agreement. This Agreement including all schedules, represents the entire agreement between the Parties relating to the subject matter hereof.

 

21.9  Electronic Signature by Checking the “I Accept” Box. This Agreement shall come into force on the date upon which the Client accepts the terms and conditions of this Agreement, 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. Upon checking the “I Accept” box below (i) Client confirms that Client has fully read this Agreement after having had the opportunity to consult with legal counsel, (ii) Client represents and warrants that Client has the right, authority and capacity to enter into this Agreement, (iii) Client is electronically signing/executing this Agreement in a manner which is legally equivalent to Client’s handwritten signature, (iv) Client agrees that the Agreement will come into force immediately and automatically and (v) Client will become legally bound by all enforceable terms and conditions contained in this Agreement.