CyberWA

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Terms and conditions

THIS IS A LEGAL AGREEMENT – PLEASE CAREFULLY REVIEW
CyberWA, Inc. (“CyberWA”, “we”, “us”, “our”) offers cyber security services (“Services”) to organizations, high net worth individuals, celebrities, organizations, and others who face significant cyber threats. As part of its Services, CyberWA offers use of its proprietary CyberWA Cyber Defense Tool (the “Tool”) to CyberWA clients and client affiliates to enable them to conduct a high-level assessment of their overall cyber security capabilities and preparedness.
You must be a CyberWA client (“Client”) or authorized affiliate of a CyberWA client (“Client Affiliate”) to use the Tool or receive Services. Use of the Tool or Services by any other person or organization is prohibited. For purposes of this EULA, a Client Affiliate is any entity or individual who is authorized by the agreement between CyberWA and a CyberWA Client to use the Tool or Services.
USE OF THE CYBERWA CYBER DEFENSE TOOL IS AT YOUR OWN RISK.
Cyber security is a highly technical field that requires specialized technical training and experience to identify, evaluate, and mitigate cyber risks facing specific individuals and organizations. The purpose of the Cyber Defense Tool is to identify areas where your cyber security posture potentially could be improved. We do not guarantee that any specific vulnerability will be identified or that following any recommendations offered through the Tool will necessarily protect you from any specific cyber security threat. CyberWA encourages you to consult with an experienced cyber security professional prior to implementing any recommendations provided by the Tool’s high-level assessment.
  • Binding Agreement. This Terms of Service and End User License Agreement (“EULA”) is a legally binding agreement between you and CyberWA. You and CyberWA are sometimes referred to herein, individually, as a Party, and, collectively, as the “Parties”. Each person or organization (“User” or “you”) that receives CyberWA Services must accept this EULA either by indicating acceptance electronically through the Tool, by signing a hard copy version, or by such other method offered by CyberWA before receiving Services. If a person receiving Services is under the age of eighteen (18) or the age of majority in their country, this EULA must be accepted by that person’s parent, legal guardian, or other authorized individual.
  • Relationship to Other Agreements. You may be a party to or the beneficiary of other agreements with CyberWA relating to the Tool or other Services, including but not limited to a Professional Services Agreement (“PSA”) and/or a Statement of Work (“SOW”) (collectively, “Related Agreements”). Where applicable, this EULA supplements those Related Agreements. In the event of a conflict between the terms of a Related Agreement and this EULA, the agreements shall be read and interpreted in the following order of priority: (A) the PSA, (B) an applicable SOW, and (C) this EULA.
  • Age Requirement. The Tool is for use by individuals who are eighteen (18) years old or older. If you are under 18, you may not use the Tool.
  • Authority. You represent and warrant that you have all permissions, rights, and authority to install the Tool and provide information to CyberWA relating to the Tool and other Services.
  • Term and Termination. This EULA commences upon your acceptance of this EULA and terminates upon one or more of the following events: (a) the termination of the applicable PSA and/or SOWs pursuant to which you are receiving Services; or (b) your request that CyberWA stop providing Services to you. Upon termination of this EULA, you are required to stop using and delete all copies of the Tool from your device(s). If you remove the Tool or request that CyberWA stop providing Services, you must accept the version of the EULA then in effect before re-installing the Tool or receiving new Services.
  • CyberWA Intellectual Property. CyberWA’s trademarks, service marks, copyrights, patents, trade secrets, and all other proprietary rights in or related to the Tool and other Services are the exclusive property of CyberWA and/or its licensors (“CyberWA Intellectual Property”), whether or not registered, recognized, or perfected under applicable law.
  • Client expressly agrees that all materials and information used, developed, or acquired by CyberWA to perform Services, including any inventions and discoveries or derivative works of any kind that are developed by CyberWA pursuant to this Agreement are CyberWA Intellectual Property and shall be owned exclusively by CyberWA. Unless otherwise expressly set forth in an SOW, no CyberWA Services or materials provided to Client (“Deliverables”) shall be considered a “work for hire”.
  • It is understood and agreed that CyberWA sells the same or similar services to other clients and CyberWA may modify the services provided to other clients based on its experience in performing CyberWA Services pursuant to this Agreement.
  • Limited License. In exchange for your agreement to comply with this EULA and, where applicable, payment of fees, CyberWA provides you a limited, non-transferrable, non-exclusive, revocable license to use the Tool and related CyberWA Intellectual Property for the limited purpose of conducting a risk assessment for your personal purposes and/or for the internal purposes of the organization with which you are affiliated. The Tool and CyberWA Intellectual Property may not be used to provide or receive third party consulting services without the express written permission of CyberWA. Nothing herein shall be construed as granting to you or any other person, whether by estoppel or otherwise, any license or other rights to CyberWA Intellectual Property except for those expressly granted in this Section 7.
  • Confidential Information. You and CyberWA (each, a “Receiving Party”) acknowledge that you and CyberWA may be exposed to or acquire “Confidential Information” which is information that is proprietary to or confidential to the other Party, to the other Party’s clients, or to third parties to which the Party disclosing the information (“Disclosing Party”) owes a duty of confidentiality.
  • Neither Party shall copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose the other Party’s Confidential Information to third parties or use Confidential Information for any purposes other than the performance of this EULA.
  • Each Party shall advise its employees, agents, and subcontractors (and their employees) who may be exposed to the Confidential Information of their obligation to keep such information confidential.
  • If a Party receives a request to disclose Confidential Information pursuant to a subpoena, court order, or other legal process, the Receiving Party shall, unless otherwise required by law or court order: (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such request; (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request and cooperate, at the Disclosing Party’s sole expense, with the Disclosing Party on any such steps the Disclosing Party considers advisable or necessary; and (iii) if disclosure of the Confidential Information is required or deemed advisable by the Disclosing Party, exercise commercially reasonable efforts to obtain an order, stipulation or other reliable assurance acceptable to the Disclosing Party that confidential treatment shall be accorded to such Confidential Information to be disclosed. Upon the Disclosing Party’s written pre-approval, the Receiving Party shall take legally available steps to resist or narrow such request, and the Disclosing Party shall reimburse the Receiving Party for reasonable legal fees and expenses incurred to comply with this Section 8.
  • Confidential Information does not include information that is: (i) in or becomes part of the public domain other than by disclosure by the Receiving Party in violation of this Agreement; (ii) demonstrably known to the Receiving Party previously, without knowledge of a duty of confidentiality applicable to such information; (iii) independently developed by the Receiving Party outside of this Agreement and without reference to or use of Confidential Information; or (iv) rightfully obtained by the Receiving Party from third parties without a duty of confidentiality.
  • CyberWA will handle all personally identifiable information (“PII”) received from User in accordance with all applicable privacy and data protection laws and regulations as set forth in CyberWA’s Privacy Policy, which is expressly incorporated in this EULA and is available at https://www.cyberwa.com/privacy.
  • You are responsible for the safekeeping and integrity of your Account. Each Account is for a single user only and multiple users may not share login credentials under any circumstances. CyberWA assumes no liability or responsibility for your failure to maintain the integrity of your Account and the confidentiality of your login credentials. You also are responsible for taking commercially reasonable measures to protect the security of devices on which you install and/or use the Tool.
  • CyberWA Representation and Warranty. CyberWA represents and warrants that it will use commercially reasonable physical, administrative, and technical controls to protect the confidentiality, integrity, and availability of its Services, including Services delivered through the Tool. CyberWA does not guarantee that its Services are 100% secure and CyberWA’s representation and warranty in this Section 11 does not relieve User and Client of their own data security obligations, including those set forth in Section 10, above.
  • Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 11, ABOVE, CYBERWA GIVES NO OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR PRACTICE. CYBERWA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE TOOL OR OTHER SERVICES, THAT THE TOOL OR OTHER SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE TOOL OR OTHER SERVICES WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS OF DATA, INTERFERENCE, HACKING OR VIRUSES, OR THAT THE TOOL OR OTHER SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE. CYBERWA ALSO DOES NOT WARRANT OR GUARANTEE THAT THE TOOL OR OTHER SERVICES WILL IDENTIFY ALL VULNERABILITIES OR THREATS, OR THAT FOLLOWING ANY RECOMMENDATION OFFERED THROUGH THE TOOL OR OTHER SERVICES WILL PREVENT YOU FROM SUFFERING ANY LOSS, DAMAGE, OR INJURY. SOME JURISDICTIONS LIMIT OR PROHIBIT DISCLAIMERS OF IMPLIED WARRANTIES, IN WHICH CASE SUCH DISCLAIMER MAY NOT APPLY TO YOU.
  • Limitation of Liability. THE LIABILITY OF CYBERWA, ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRACTORS (INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS) FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION (INCLUDING WITHOUT LIMITATION, CLAIMS AND CAUSES OF ACTION BASED ON TORT, CONTRACT, STRICT LIABILITY, OR INDEMNITY) ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS EULA OR YOUR USE OF THE TOOL AND OTHER SERVICES, SHALL NOT EXCEED THE FEE PAID TO CYBERWA FOR THE SERVICES PROVIDED TO USER OR ONE THOUSAND U.S. DOLLARS ($1,000.00), WHICHEVER IS GREATER. CYBERWA ALSO SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OR OTHER OPPORTUNITY, LOSS OF GOODWILL OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. USER ACKNOWLEDGES THAT (A) WITHOUT THE INCLUSION OF THIS LIMITATION OF LIABILITY PROVISION, CYBERWA WOULD NOT HAVE PROVIDED THE TOOL AND/OR SERVICES AND (B) THIS LIMITATION OF LIABILITY PROVISION IS MERELY A LIMITATION, AND NOT AN EXCULPATION, OF CYBERWA’S LIABILITY.
  • Miscellaneous.
  • Entire Agreement. This EULA together with, where applicable, the PSA and any SOW binding on or applicable to you, constitute the entire agreement between CyberWA and you relating to the subject matter herein and supersedes all prior written or oral agreements and understandings between the Parties concerning the same subject matter.
  • Relationship of the Parties. CyberWA and User are independent contractors. Nothing contained herein or in any other agreement shall be construed as creating any agency or joint venture relationship between CyberWA and User. Neither Party shall have any power to create any obligation, express or implied, or incur any liability on the other Party’s behalf without the express written consent of the other Party.
  • Amendments. CyberWA may modify this EULA from time to time. Revisions shall become effective thirty (30) days after posting on the CyberWA website or in the Tool (“Notice Period”). If you provide us with a valid working email address, we also will email you the revised terms at least thirty (30) days before they go into effect. Your continued use of the Tool or acceptance of Services after this Notice Period means you accept the changes.
  • Waiver. A Party’s failure to insist upon strict adherence to any term of this EULA on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this EULA.
  • Governing Law. This EULA shall be governed by and construed in accordance with the laws governing an applicable PSA. If no binding PSA is in effect, this EULA shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.
  • Dispute Resolution. Each Party irrevocably agrees that venue and jurisdiction for any dispute arising under this EULA shall lie exclusively in the venue and jurisdiction identified in an applicable PSA. If no PSA applies, venue and jurisdiction for any dispute arising under this EULA shall lie exclusively in the New York State Supreme Court, Albany County, New York or the United States District Court for the Northern District of New York and waives any right to object to jurisdiction within either of the foregoing forums. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS EULA.