Introduction. This provides the Terms and Conditions by and between 6S Consulting LLC d/b/a Cyber Team U.S. ("Cyber Team") and the Customer. Under the terms of this Agreement, Cyber Team, its vendors and subcontractors provide cybersecurity software, notifications, management and monitoring of the Customer's device security, including related cybersecurity-related services, and cybersecurity consulting services ("Services").
Definitions.
"Customer Data" means any data, information, or material provided or submitted by Customer to Cyber Team in the course of using the Services.
"Content" means all audio and visual information, documents, software, products, writings, and services made available to Customer during the term of this Agreement.
"Cyber Team Technology" means all of Cyber Team's proprietary technology (including Content, presentations (live or virtual), manuals, software, social media content, emails and blogs, Cyber Team website content, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Cyber Team in providing the Services.
"Cyber Team Website" means the Internet website available at https://www.cyberteamus.com/ or another web site or IP address designated by Cyber Team.
"Effective Date" means the start date of this Agreement as set forth in the Payment Schedule.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
"Payment Schedule" means the schedule governing the payment terms and schedule for the current term of the Agreement, but excludes any additional features, services, or access requested by Customer during the term of the Agreement.
"Program Participant" means any user of Cyber Team's Services not associated with Customer.
"Renewal Notice" means the notification sent to Customer by Cyber Team prior to automatic renewal with any changes to the pricing on the Payment Schedule and/or changes to these Terms and Conditions.
"User(s)" or "Named User(s)" means the Customer and Customer's employees who are authorized to use the Services and have been supplied user identifications and passwords by Customer (or by Cyber Team at Customer's request).
License Grant and Restrictions. Cyber Team hereby grants Customer, during the term of this Agreement, a non-exclusive, non-transferable, worldwide license to access and use both the Cyber Team Website and the Services, solely for Customer's personal or business purposes, subject to the terms and conditions of this Agreement. As a material term of this license, Customer agrees to abide not only by the terms and conditions of this Agreement, but also by Cyber Team's Privacy Policy and terms and conditions of respective vendors. Terms and conditions of respective vendors are presented as a condition for using the software and / or services. All rights not expressly granted to Customer are reserved by Cyber Team.
Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) copy, access or reverse engineer the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
Cyber Team may provide Customer with links or access to certain open source or other third-party software or websites to be used in conjunction with the Services and Content. All such software may be subject to other licenses or conditions imposed by the owner(s) of the software, in which case all such software is licensed to Customer subject to the terms and conditions of an end user license agreement ("EULA") which is typically provided as either a document accompanying such software, or an on-screen dialogue accepted during initial use of such software. Customer represents to Cyber Team that it will abide by the terms and conditions of the EULA associated with any software provided to Customer with any Services.
Intellectual Property Ownership.
Cyber Team Rights. Cyber Team alone shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the Cyber Team Website, the Services, the Content and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Services, and Customer does hereby assign such rights to Cyber Team. This Agreement is not a sale and does not convey to Customer (i) any rights of ownership in or related to the Cyber Team Website, the Services, the Cyber Team Technology, the Content or the Intellectual Property Rights owned by Cyber Team, and (ii) does not provide Customer with ownership of trademarks of Cyber Team or copyrighted works of Cyber Team, and no right or license is granted to use them apart from in conjunction with authorized use of the Services.
Customer Acknowledgements. Customer acknowledges that by posting or submitting any content or material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to or about Cyber Team via the Cyber Team Website, internet groups, social media venues, or by transmission directly to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the content and material, or are making your posting or submission with the express consent of the owner of the content and material; and (ii) that you are an adult. Customer further acknowledges that by posting or submitting any content or material to or about Cyber Team, Customer is granting Cyber Team, and anyone authorized by Cyber Team, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, sub-licensable, transferrable, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such content and material, in whole or in part, in any manner or medium, for any purpose, within the sole discretion of Cyber Team. The foregoing grant by Customer includes the right of Cyber Team to exploit any proprietary rights Customer claims or may claim in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. In connection with the exercise of such rights, Customer grants Cyber Team, and anyone authorized by Cyber Team, the right to identify Customer as the author of any postings or submissions by name or screen name, as Cyber Team deems appropriate in our sole discretion.
Audit and Monitoring. Cyber Team shall have the right to audit and monitor (physically or electronically) the use of the Services, Content and Cyber Team Technology to ensure compliance with this Agreement and to maintain and provide improvements. Cyber Team reserves the right to use and disclose information obtained from or input by Customer as part of any legal process or proceeding or as required by law.
Data Collection, Security, Privacy, and Sharing
Use of the Cyber Team Website or submissions to the Cyber Team Website are also governed by our Privacy Policy. Cyber Team may collect, use, or share certain information about you such as your name, email address, mailing address, phone number, and product or service selections. Please review our Privacy Policy regarding Cyber Team's collection, use, safe-keeping, or sharing of information about you and your rights related thereto. Cyber Team does not collect, store or use credit card information. Credit card processing is handled by a third-party vendor.
Cyber Team may share certain categories of Customer Data with vendors for processing. These vendors, listed on the Privacy Policy, may change from time to time and without express notice. By accepting the terms of this Agreement, Customer is hereby on constructive notice of future changes. If a revision of this Agreement meaningfully reduces your rights, we will affirmatively notify you of such revisions.
Cyber Team uses industry-standard encryption technology to help protect any information from getting into the wrong hands and to minimize the possibility that this information could be intercepted as it travels to or from Cyber Team. However, we cannot guarantee or warrant the security of any information loaded and/or transmitted to Cyber Team and Customer does so at its own risk.
Similarly, Cyber Team uses industry-standard technology to back-up data. However, even reasonable safeguards cannot prevent data loss. Accordingly, we cannot guarantee or warrant the integrity of any information loaded and/or transmitted to Cyber Team and Customer does so at its own risk.
With any information we receive, we make commercially reasonable efforts to ensure security on our systems using physical, electronic, and procedural safeguards to protect personal information. If we learn of a security breach or data loss, we may attempt to notify you electronically so that you can take appropriate protective steps. We may also post a notice on this website if a security breach occurs.
Confidentiality.
Acknowledgement. Customer acknowledges and agrees that the Services, Content, and Cyber Team Technology constitute and contain valuable proprietary products and trade secrets of Cyber Team and/or its suppliers, embodying substantial creative efforts and confidential information, materials, ideas, and expressions. Accordingly, and unless prohibited by law, Customer agrees to treat the Services, Content and Cyber Team Technology as confidential information in accordance with the confidentiality requirements and conditions set forth below.
Maintenance of Confidential Information. Unless prohibited by law, each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any confidentiality obligations with respect to use of disclosure of information that can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information; or (6) have become subject to a legal obligation of disclosure under state or federal law.
Aggregate Information. "Aggregate Information" is information related to Customers that is collected into groups so that it no longer reflects or references any individually identifiable person or entity. Customer acknowledges that Cyber Team shall have no confidentiality obligations or other restrictions on its use of Aggregate Information stored in or relating to Customer's use of the Services, and Customer expressly grants Cyber Team the right to use Aggregate Information in any manner it chooses in its sole discretion.
Injunctive Relief. Customer acknowledges that the unauthorized use, transfer or disclosure of the Services, Content, and Cyber Team Technology or copies thereof will: (1) substantially diminish the value to Cyber Team of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render Cyber Team's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If Customer breaches any of Customer's obligations with respect to the use or confidentiality of the Services, Content, and Cyber Team Technology, Cyber Team shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief from any court of competent jurisdiction.
Survival. Each party's obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
Term and Payment Schedule.
Initial Term. The initial term of this Agreement is one (1) or twelve (12) months depending on payment options chosen by Customer and shall commence on the day payment is received (the "Initial Term").
Payment Schedule and Automatic Renewal. The Agreement will automatically renew for additional terms at the termination of each preceding term (each "Renewal Term") unless terminated as provided herein. Automatic renewal shall be on the same payment frequency as set forth in the Payment Schedule (e.g., monthly or annually). Payment is due fifteen (15) days in advance of the new term. If payment is not received at that time, Cyber Team will send a Notice of Pending Termination. If payment is not received by seven (7) days in advance, Cyber Team will send another Notice of Pending Termination.
Renewal Pricing and Protocol. If pricing for the subsequent renewal term will change, Cyber Team shall send a Renewal Notice prior to the expiration of the current term of the Agreement with new pricing terms. If Customer does not reject the pricing set forth in the Renewal Notice prior to the end of the term, this Agreement will automatically renew with the same terms herein at the pricing set forth in the Renewal Notice. If no Renewal Notice is sent by Cyber Team, the renewal term will continue with the same pricing as the preceding term. Cyber Team or Customer can reject the automatic renewal by serving written notice of an intent not to renew at least thirty (30) days prior to the end of the current term.
Failure to Pay. If, in our sole discretion, you fail to make payments, we may terminate the Agreement and/or suspend Customer's access to the Services, the Cyber Team Website and/or the Cyber Team Technology without notice until the Customer has paid any outstanding balance. There are no refunds available for any portion of the term that has been prepaid, and Customer expressly waives any right to chargeback any amount paid to Cyber Team via credit card or other means.
Breach. If, at any time, you fail to comply with or breach any term (or terms) herein, your rights under this Agreement will automatically terminate without notice from Cyber Team.
Revocation of Rights. Upon termination or expiration of this Agreement, all rights granted herein shall revert to Cyber Team, and you must immediately cease all use of the Services, the Content, the Cyber Team Website and/or the Cyber Team Technology, and destroy all copies of the Services, the Content and/or the Cyber Team Technology in your possession. Cyber Team may temporarily or permanently block access to the Services, the Content, the Cyber Team Website and/or the Cyber Team Technology upon termination, expiration or breach of this Agreement.
Changes. Changes may be made to the Payment Schedule to account for the modification or addition of features, services, access, or Users, as well as altering the payment timing or receiving payments in arrears. Any such changes may be transmitted by Cyber Team via email to Customer and are effective as of the date of transmission.
Termination.
Termination without cause. If, in Cyber Team's sole discretion, Customer fails to comply with any term or provision of the Agreement, Cyber Team may terminate the Agreement without notice.
Termination for Cause. Either party may, in addition to other relief, terminate this Agreement if the other party breaches any material provision hereof and fails within thirty (30) days after receipt of notice of default to correct such default or to commence corrective action reasonably acceptable to the aggrieved party and proceed with due diligence to completion. During any period of default, Cyber Team may suspend Customer's access to the Services, the Cyber Team Website and/or the Cyber Team Technology. Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days.
Effect of Termination. Termination shall have no effect on the parties' rights or obligations under Paragraphs 4, 5, 6, 8, and 11-18, and each of these provisions shall survive termination. Upon termination, Customer remains responsible for any outstanding payments owed under the Agreement for the remainder of the current term, no refunds are available for any portion of the term that has been prepaid, and Customer expressly waives any right to chargeback any amount paid to Cyber Team via credit card or other means.
Representations. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Services and that Customer's billing information is correct.
Third-Party Interactions and Disclosures. At times, Cyber Team may provide links to third-party websites or vendors through the Services or the Cyber Team Website. Cyber Team provides these links to Customers only as a matter of convenience, and in no event shall Cyber Team be responsible for any content, products, or other materials on or available from such sites. Some links within the Services or on the Cyber Team Website are affiliate links, which means that if you choose to make a purchase via the link, Cyber Team may earn a commission. Any commission paid to Cyber Team is not at an additional cost to Customer, and oftentimes Cyber Team has negotiated a lower rate through the Services. Cyber Team offers these links because they have been helpful to some, but Customer acknowledges there is no obligation to navigate to third party links or purchase anything from third parties as part of the Services unless such requirements are expressly set forth by Cyber Team. Customer also acknowledges that certain third-party providers of ancillary software, hardware or services may require Customer's agreement to additional or different licenses or other terms prior to Customer's use of or access to such software, hardware or services, and Customer expressly releases Cyber Team from any claims pertaining to third-party providers and any services or software provided by third parties.
Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed as creating a joint venture, partnership, agent, or employment relationship between Cyber Team and Customer.
Limited Warranty. Cyber Team warrants that the Services will be provided in a professional and workmanlike manner, using personnel that are qualified and experienced. In the event that Customer provides notice of a breach of the foregoing warranty within thirty (30) days after the delivery of the Services, Cyber Team will use reasonable commercial efforts to correct the breach at no additional charge.
Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED "AS IS", AND THAT YOUR USE OF OR RELIANCE UPON THE SERVICES AND CONTENT AND ANY THIRD-PARTY CONTENT, SOFTWARE, OR SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. CYBER TEAM AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND CONTENT AND THIRD-PARTY CONTENT, SOFTWARE, OR SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF NONINFRINGEMENT, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, NEED, OR ACCURACY. CYBER TEAM DOES NOT WARRANT THAT THE SERVICES AND CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES AND CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES AND CONTENT WILL BE CORRECTED. CYBER TEAM DOES NOT WARRANT ERRORS AND OMISSIONS BY CUSTOMER OR AS A RESULT OF CUSTOMER ERRORS OR MISUSE. CYBER TEAM DOES NOT WARRANT THE SERVICES TO APPEAR OR PERFORM AS ADVERTISED OR PROMOTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CYBER TEAM OR A CYBER TEAM REPRESENTATIVE SHALL CREATE A WARRANTY. CYBER TEAM MAKES NO WARRANTY THAT (I) THE SERVICS AND CONTENT OR THIRD-PARTY CONTENT, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES AND CONTENT OR THIRD-PARTY CONTENT, SOFTWARE, OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICES AND CONTENT WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE SERVICES AND CONTENT OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED.
Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CYBER TEAM WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, FOR BILLING ERRORS AND OMISSIONS AS A RESULT OF CUSTOMER ERRORS OR MISUSE, FOR THE FAILURE TO APPEAR OR PERFORM AS ADVERTISED, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES OR OTHER THAN AS SET FORTH IN THIS AGREEMENT, FOR CLAIMS OR DAMAGES MADE BY CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF CYBER TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN OR UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, FRAUD, AND ANY OTHER TORT. CYBER TEAM SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE CUSTOMER DATA, FILES, PROGRAMS, OR INFORMATION THROUGH ACCIDENT, NEGLIGENCE, FRAUDULENT MEANS OR DEVICES.
UNDER CERTAIN CONDITIONS, CYBER TEAM ALLOWS THE CUSTOMER TO MANAGE ITS OWN SECURITY FEATURES. UNDER NO CONDITIONS IS CYBER TEAM LIABLE FOR THE DECISIONS OR ACTIONS OF CUSTOMERS WHO ARE GRANTED ADMINISTRATIVE PRIVILEGES TO MANAGE THEIR OWN SECURITY MEASURES AND SETTINGS. CYBER TEAM MAY ONLY BE LIABLE IF IT EXCLUSIVELY MANAGES CUSTOMER'S SECURITY.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN OR ANY OTHER REPRESENTATIONS MADE TO YOU, CYBER TEAM'S AGGREGATE LIABILITY (INCLUDING ALL ATTORNEY'S FEES AND COSTS), IF ANY, SHALL NOT EXCEED THE EQUIVALENT OF THE AMOUNT OF THE FEES PAID TO PROVIDE YOU WITH ACCESS TO THE SERVICES IN THE MONTH PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED.
Release. YOU HEREBY AGREE TO RELEASE AND HOLD HARMLESS CYBER TEAM, AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES. CONTRACTORS, SUBSIDIARIES, PARENT COMPANIES OR AFFILIATES FROM ANY AND ALL MANNER OF CLAIMS, RIGHTS, DEMANDS, CAUSES OF ACTION OR SUITS ARISING OUT OF THE USE, THE INABILITY TO USE OR THE FAILURE TO MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, NEED, OR AS ADVERTISED OR PROMOTED, OF THE CYBER TEAM WEBSITE OR PROGRAM CONTENT, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, TRANSACTIONS OR SERVICES MADE AVAILABLE THROUGH THE CYBER TEAM WEBSITE OR BY US IN ANY WAY, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF ANY WARRANTIES DISCLAIMED HEREIN, EMOTIONAL DISTRESS OR ECONOMIC LOSS, OR OTHER COMMON LAW OR STATUTORY THEORIES OF RECOVERY, NOW OR IN THE FUTURE.
Customer Indemnification. Customer shall, to the extent permitted by law defend, indemnify, save, and hold harmless Cyber Team, its Affiliates, and their directors, officers, agents and employees (together "Indemnified Party") against and from any and all claims, actions, liabilities, costs, expenses, damages, injury, or loss (including reasonable attorney's fees and expert witness fees) made, brought, incurred, or alleged by any third party to which the Indemnified Party may be subject to liability by reason of any wrongdoing, misconduct, negligence, violation or law or statute, misuse of the Services or Cyber Team Website, willful misconduct or default by Customer, its agents, employees, subcontractors, or assigns in connection with the performance of this Agreement. Customers shall provide Cyber Team with prompt written notice of any Claim or potential Claim. Cyber Team may, in its sole discretion, take part in and/or fully assume defense of any claim at any time.
Dispute Resolution.
Negotiation of a Dispute. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall contact the opposing party pursuant to the notice provision herein and consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach a solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, as set forth below.
Binding Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.
Arbitration Guidelines. An arbitration pursuant to this Agreement shall be conducted by a single neutral arbitrator in the English language in Tampa, Florida, unless the parties agree to conduct the arbitration by video conference, telephone, or written submissions. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, must be brought within one year of when the claim arose, inclusive of the period of negotiation. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's Rules. In all other respects, the prevailing party shall be entitled to recover its reasonable attorney's fees, expert fees, costs, and other expenses.
Miscellaneous.
Governing Law. This Agreement shall be governed and controlled by the laws of the State of Florida without regard to any jurisdiction's conflicts of law rules.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, it shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity and enforceability of the remainder of the provision or the remaining provisions of this Agreement. If any provision of this Agreement shall be or become in violation of any federal, state, or local law, such provision shall be considered null and void, and all other provisions shall remain in full force and effect, unless, the removal of such provision materially alters the rights and obligations of one or both of the Parties, in which case the Party whose rights and/or obligations have been materially modified shall have the right to terminate the Agreement within three months of providing notice of termination.
Complete Agreement; Modification and Waiver. This Agreement constitutes the entire agreement between the parties with respect to the matter contained herein and supersedes all prior and contemporaneous agreements, warranties, and understandings of the parties. There are no agreements, representations, or warranties of any kind except as expressly set forth herein or referenced within this Agreement. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party to be charged with such modification, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. This Agreement may change from time to time. You will receive express notice of material changes to this Agreement. Otherwise, Customer is on constructive notice that non-material changes to this Agreement may occur. No supplement, modification, or amendment of this Agreement shall be binding on Cyber Team unless executed in writing by both parties.
No Third-Party Rights. This Agreement is made for the sole benefit of the parties. No third parties have rights under this Agreement.
Assignment. The terms and provisions of this Agreement shall be assignable by Cyber Team at any time in Cyber Team's sole discretion. The terms and provisions of this Agreement shall be assignable by Customer only with the prior written permission of Cyber Team.
Notices: All notices, consents, and other communications under this Agreement shall be given in writing and shall be sent by and deemed to have been sufficiently given or served for all purposes as of the date it is sent by e-mail, or delivered by hand, overnight courier, or certified mail to any of the following addresses (or addresses subsequently updated by the parties):
For Cyber Team:
For Customer
tos@cyberteamus.com
Using Contact Information provided by Customer upon subscribing to the Services.
Mutual Assent. This Agreement and related documents may be accepted in electronic form (e.g., by means of demonstrating assent) and each Party's acceptance will be deemed binding on the Parties. Computer-maintained records of the Agreement and related documents when produced in hard copy form shall constitute business records and shall have the same validity and enforceability as any other generally recognized business records.
Headings; Exhibits. The section headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of this Agreement. Any schedules, exhibits, addendums, or annexes to this Agreement are incorporated herein and shall be deemed a part of this Agreement as fully as if set forth in the body hereof.
Survival. The rights and responsibilities of Paragraphs 4, 5, 6, 8, and 11-18 shall survive the termination of this Agreement.
Force Majeure. Except for Customer's payment obligations, each party shall be excused from performance and shall not be liable for any delay or failure to perform caused by the occurrence of, war, terrorism, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure of the Internet, act of any government affecting the terms hereof, explosion, hurricane, earthquake, flood, or other act of God.
Changes to Terms of Service (TOS) and Privacy Policy. Cyber Team reserves the right to change these Terms of Service at any time. The current Terms of Service may be found on the Cyber Team website at https://www.cyberteamus.com/. Upon notice of changed or updated Terms of Service Customer is responsible to read and accept the terms within 30 days. If Customer does not accept the terms, Notices shall be sent by email and the Customer will have 30 days to accept the new terms, or at Cyber Team's sole discretion, have their account suspended or terminated.