Bugsec
Terms & Conditions
The content, terms, and details of this proposal, in whole or in part, is strictly confidential and contains intellectual Property, Information, and ideas owned by BugSec Ltd. This proposal should not be disclosed to any third party and / or company and / or employee or used by the recipient for any other purpose except for evaluation purposes and in the event of the Proposal’s acceptance for its execution. Exposing this proposal, as specified above, to an unnecessary individual and / or party will be considered Intellectual property. These Terms of Service Agreement (“Agreement”) is between the customer (“Customer”) and BugSec LTD. a company organized under the laws of the State of Israel, having its offices located at Nim 2, Rishon LeZion and/or any of its Affiliates (“Company”). “Affiliate” means a corporation that is controlling, controlled by, or under common control, of an entity.
1. Definitions. All the capitalized terms used in this agreement are specifically defined in the Agreement
2. Service. In consideration of the Fees described in Section 3 below, and the fulfillment of the terms and conditions of this Agreement, Company shall provide the Customer with the Services under the terms and conditions of this Agreement. As part of the Services, you may be required to purchase certain third party’s software or hardware. Company may provide recommendations regarding certain vendors or manufacturers of such third party’s software or hardware, but it is clarified that you will be responsible for and will have the discretion to make such purchase. The Company shall not be held responsible in any manner in connection with any recommendation provided and assumes no liability in connection therewith.
3. Fees and Payments; Other Commercial Terms. In consideration of the Services, Customer shall pay Company such fees and considerations as set forth in the Pricing and Commercial Terms sections of this proposal (the “Fees”. All Fees due to Company are stated in net values, and are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind. Customer shall be responsible for payment of taxes and duties of any kind payable with respect to the Services in connection with this Agreement, other than taxes levied or imposed on Company based upon Company’s income at its domicile. All Fees are non-refundable.
4. Representations of Company. Company represents and warrants to Customer that (i) Company has the right full power and lawful authority to enter into this Agreement and to carry out its obligations under this Agreement, (ii) to its knowledge, the Service and other material and works in connection therewith used by Company under this Agreement are either (a) original works of Company (including its employees, agents, consultants and the like) or (b) works to which Company has licenses or other rights that authorize or otherwise permit the license and rights granted under this Agreement, and (iii) to its knowledge, the Service, as provided by Company and the exercise of the rights granted to Customer under this Agreement, do not infringe any intellectual property rights of any third party.
5. Representations of Customer. Customer warrants and represents to Company that (i) it has the right, full power and lawful authority to enter into this Agreement for the purposes herein and to carry out its obligations under this Agreement, and it has all requisite consents, licenses and authorizations required in order to receive the Services, which includes, without limitation, the consents required for accessing and monitoring the systems and devices designated by the Customer, (ii) it will not use the Services in violation of applicable law, rule or regulation, (iii) it will not use or continue the use the Service, alone or in combination with other materials, in a manner that would, constitute infringement of a third party’s intellectual property rights, and (iv) it shall not make any use of the Service for any purpose other than as defined in this Agreement.
6. Intellectual Property Rights Ownership. “Intellectual Property Rights” shall mean, all rights arising from patents, copyrights, trade secrets, Confidential Information (as defined in the NDA), trademarks, service marks, trade names, mask works, applications and other proprietary rights in any jurisdiction, to all (i) inventions, discoveries, works of authorship, knowhow, technical information, work product, designs, ideas, concepts, innovations, drawings, schematics, original works of authorship, formulae, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases,(ii) any improvements, enhancements or modifications related thereto, all the foregoing, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form, irrespective of whether constituting a commercial, professional or trade secret and irrespective of whether reduced to practice or not. Each party shall maintain sole and exclusive ownership of its Intellectual Property Rights. As between the parties, Company shall be the sole owner of all Intellectual Property Rights associated with the Services or used by it in connection with the provision thereof (including, without limitation, any software or code used by the Company in connection with the provision of the Services hereunder), and exclusively owns any and all right, title and interest in and to the foregoing and any modifications thereof, and any other enhancement, adaptation, translation or other change of or addition thereto, even if developed based on ideas, suggestions, specifications, demands or proposals by Customer or any other third party and even if developed by Company using any Data (as defined hereunder) collected while providing the Services. This Agreement does not transfer ownership of any of the Company’s Intellectual Property Rights or any part thereof, and Customer agrees to not question or claim ownership of such Intellectual Property Rights.
7. Security Operations Center. Customer may subscribe for Security Operation Services (“SOC Services”), as such are offered by the Company and as agreed upon in the Agreement. The SOC Services shall be provided according to a service level agreement as defined in the above contract. Customer acknowledges that SOC Services require to continued access to its systems and devices and limitation or removal of such access might adversely affect the ability of the Company to provide the SOC Services or the quality thereof. In addition, in order to mitigate and respond to certain threats and issues as part of the Services, Customer shall be required to provide additional access to Company’s team and Customer acknowledges that lack of provisions of such MANAGED SOC AGREEMENT ONE STEP AHEAD SECURITY. access in the requested scope and on a timely manner might adversely affect the Services.
8. Confidentiality. The terms and conditions of the Non- Disclosure Agreement by and between Company and Customer dated 2022/01/02 (the “NDA”) shall be incorporated into this agreement by reference, with the following change: the definition of “Purpose” shall be expanded to include the fulfillment and execution of this Agreement. Neither Party shall publicize the terms of this Agreement or refer to the other Party in connection with any promotion or publication to any third party without prior written consent from the other Party.
9. Warranty.
9.1. Warranty. As of the date hereof and for the Term of this Agreement, Company warrants and represents that the Service shall be provided on a best efforts basis, without any warranty whatsoever, whether express or implied.
9.2. Warranty Exemptions. NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGES, OR LOSSES RESULTING FROM (I) CHANGES TO OR DEFECTS IN CUSTOMER’S SYSTEMS) INCLUDING ANY HARDWARE OR SOFTWARE COMPONENT THEREOF, THE INSTALLATION OF OTHER SOFTWARE PROGRAMS, OPERATING SYSTEMS, OR EQUIPMENT OR ITS USE; (II) ANY ACT OR OMISSION BY ANYONE OTHER THAN COMPANY; (III) POWER SHORTAGES, IRREGULARITIES OR FAILURES; (IV) MODIFICATION OR CONFIGURATION OF THE SERVICE OR SOFTWARE OR ANY PART THEREOF BY ANYONE OTHER THAN COMPANY; OR (V) ANY OTHER CAUSE BEYOND COMPANY’S CONTROL. TO THE EXTENT THAT THE SERVICE PROVIDED BY COMPANY SHALL BE IMPLEMENTED OR USED IN CONJUNCTION OR INTEGRATD WITH SOFTWARE, CONTENT, DATA OR MATERIALS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, ANY HARDWARE THAT MIGHT BE PROVIDED HEREUNDER, NO WARRANTY IS PROVIDED WITH RESPECT TO SUCH MATERIALS, AND THEY ARE PROVIDED AS IS.
10. Disclaimer. THE SERVICE ARE PROVIDED TO CUSTOMER “AS IS”. THE SERVICES ARE MAINLY PROFESSIONAL CONSULTING AND AS SUCH, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE MADE BY THE COMPANY WITH RESPECT TO THE SERVICE OR ITS PERFORMANCE HEREUNDER, AND THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE AND SPECIFICALLY NO SUCCESFUL SECURTY BREACH MONITORING, DETECTION, PREVENTION OR RESOLUTION IS WARRANTED.
11. Limitation on Liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY, IN CASE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES (THE “COMPANY INDEMNITEES”, INCLUDING COMPANY) ARE FOUND LIABLE FOR ANY LOSSES OR DAMAGES IN CONNECTION WITH THE SERVICE, UNDER NO CIRCUMSTANCES SHALL THE COMPANY INDEMNITEES BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR REPUTATION, EVEN IF THE COMPANY INDEMNITEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SHOULD HAVE FORSEEN SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN THE EVENT THAT, NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, COMPANY INDEMNITEES ARE FOUND LIABLE FOR DAMAGES OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) CONNECTED AND/OR RELATED TO THIS AGREEMENT, COMPANY INDEMNITEES TOTAL LIABILITY FOR SUCH DAMAGES SHALL NOT EXCEED THE FEE PAID TO COMPANY BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN COMPANY AND CUSTOMER. THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, TAKING INTO ACCOUNT THE PRICE PAID FOR THE SERVICE, AND THAT COMPANY WOULD NOT HAVE PROIVDED THE SERVICE EXCEPT UNDER THE TERMS OF THIS AGREEMENT.
12. Term and termination.
12.1. Term, the term of this Agreement shall be 36 months (the “Term”).
12.2. Termination for Cause. Notwithstanding the aforesaid, each Party may terminate this Agreement upon the occurrence of any of the following, with immediate effect: (i) if the other party commits a material breach of any of its undertakings, warranties and representations under this Agreement, and such breach is not remedied within sixty (60) days following written notice with respect to the Breach; upon (ii) the institution of any proceedings by or against either Party seeking relief, reorganization or arrangement under laws relating to insolvency, which proceedings are not dismissed within forty five (45) days; (iii) the assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of any of either Party’s property or assets; (iv) the liquidation, dissolution or winding up of either Party’s business; or (v) the admission in writing of a Party’s inability to pay current debts; then and in any such events this Agreement may immediately be terminated by the other Party upon written notice. No refund shall be made to Customer upon termination hereunder.
12.3. Effect of Termination or Expiration. Upon termination and/or expiration of this Agreement for any reason, the Service shall automatically terminate.
12.4. Survival. The provisions of Sections 6, 8, 9,10,11,12 and 14, and any other provisions which by their natures extend beyond the termination or expiration of this Agreement.
13. Data Collection and Use. Customer agrees and MANAGED SOC AGREEMENT ONE STEP AHEAD SECURITY. understands, and hereby authorizes Company and its service providers, as part of the Service, to collect, retain, backup, store, transfer and use information, data and content regarding Customer, and inter alia, Customer’s network, binaries, binary metadata and/or devices, files, networks, systems, software, peripherals and data regarding natural persons’ use of such (collectively, “Data”). Company’s permitted uses of the Data include, but are not limited to, threat detection, threat intelligence, and traffic analysis and any related end point threat analysis. The Data may also be used by Company (in aggregated, anonymized, and nonattributable or personally identifiable form) to improve the operation and functionality of the Service without any prejudice to Company’s rights as set forth in Section 6 of this Agreement. Should Customer request to optout from the above describe Data collection and use Customer understands that this may adversely affect the functionality and the use of Customer of the Service. Customer agrees that it is liable to obtain the consent of its personnel for which Data may be collected using the Service, that Company and its service providers may, as part of Customer’s use of the Service, transfer Data into or out of the United States, Europe, or other countries or jurisdictions outside Customer’s location, where data protection standards may vary. In the course of using the Service, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use and transferability to Company of all such Data, and Company shall not be responsible or liable for any Customer’s deletion, correction, destruction, failure to protect, damage, loss or failure to store any such Data. Company reserves the right to establish or modify its general practices and limits relating to storage of such Data, and/or to delete or destroy any or all such data periodically.
14. General Provisions, (a) Amendment. This Agreement may be modified, changed or amended only in writing signed by both parties, (b) No Waiver. No delay or failure of any party to exercise any right provided herein shall in anyway deem to constitute a waiver. No waiver shall be effective unless in writing signed by the waiving party, (c) Severability. If any provision of this Agreement is declared invalid by any lawful tribunal, then it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of the Agreement, or, if no adjustment can be made, the provision shall be deleted as though never included in the Agreement and its remaining provisions shall remain in full force and effect, (d) No Partnership or Agency. The Company and Customer are independent contractors, and neither party shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent or representative of the other party for any purpose. Neither party is, or shall be, responsible for the acts or omissions of the other and neither party shall bear authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein, (e) Notices. Any notice under this Agreement shall be in writing, signed by an authorized representative of the noticing party, and shall be deemed accepted by the other Party the same day if delivered by facsimile (with approval of transmission) or on the date which is 3 business days following its delivery if notice is sent by registered or certified mail, return receipt requested, postage prepaid at the address stated at the beginning of this Agreement (or as updated by either party from time to time) (g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to the provisions of conflict of laws. The courts of the city of Tel Aviv shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue, (h) Assignment. Neither Party may assign this agreement without the prior consent of the other Party, except for in cases of a merger and acquisition of such party, or any recapitalization or re-structuring of such assigning Party, provided however that the assignee shall have undertaken to adhere to the terms and conditions of this Agreement as is. (h) Entire Agreement. This Agreement shall govern any PO issued with respect to the Service. This Agreement and any PO signed by the parties hereto under this Agreement constitute the complete and exclusive statement of the agreement between the parties and supersede all prior oral and written agreements, communications, representations, statements, negotiations and undertakings relating to the subject matter herein. For the avoidance of doubt, any terms and conditions included in any ordering document from the Customer (including without limitation, any purchase order) that are inconsistent, conflicting or additional to the terms in the provisions hereof will be void, provided that any statement or term in a PO approved in writing by Company which is in conflict with any of the provisions hereof shall prevail.