Terms & Conditions

These Terms and Conditions (the “Terms”) will govern the provision of certain services by Cyber-Hat Ltd. (the “Company”) or its Affiliates to the client indicated in the Order Form.  These Terms shall be attached to each Order Form and shall serve as an integral part thereof. By executing the Order Form or otherwise accessing the CYREBRO Platform, Client hereby assert its consent to these Terms and the provisions contained herein.

  1. Definitions. Capitalized terms shall have the meaning set forth in this section, or in the section where they are first used.
    • “Affiliate” means a corporation that is controlling, controlled by, or under common control, with the Company.
    • “CYREBRO Platform” means the Company’s proprietary software and platform intended to provide users with SOC (Security Operation Center) capabilities and coverage.
    • “EPS” means events per second as monitored by the Company.
    • “Services” means online, cloud based, cybersecurity threat analysis and monitoring services, provided through the CYREBRO Platform, and other related services provided by the Company. The Services to be rendered by the Company to the Client shall include the functionalities detailed in the Service Package subscribed for by the Client, as indicated in the Website, and/or in the Order Form.
    • “Client” means the person or legal entity indicated in the Order Form. Client may include Affiliates only to the extent approved in writing by the Company.
    • “Order Form” means the subscription form through which the Client subscribes to the Services.
    • “Fees” means such payments entitled to the Company on account of the provisions of Services, as indicated in the Order Form.
    • “Service Package” means the service plan subscribed for by the Client, as indicated in the Order Form.
    • “Intellectual Property Rights” shall mean, all rights arising from patents, copyrights, trade secrets, Confidential Information, trademarks, service marks, trade names, mask works, applications and other proprietary rights in any jurisdiction, to all (i) inventions, discoveries, works of authorship, know-how, 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, algorithms, investigation methodologies, 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.
    • “Website” the Company’s website www.CYREBRO.io and its subsites.
  1. Service.
    • In consideration of the full and timely payment of the Fees and the fulfillment of these Terms, Client shall be permitted to access and use the CYREBRO Platform and receive the Services, as more fully described herein. The subscription is personal and may not be transferred, rented or licensed by the Client to any third party. Client acknowledges that the operation of the CYREBRO Platform and the provision of the Services depends on meeting the minimum technical requirements required for its operation, as indicated in the Order Form or the Website. Failure to meet such minimum requirements may limit or prevent access and use of the CYREBRO Platform and Services. Company does not provide any hardware or software components and obtaining such is Client’s sole responsibility and shall be made on its expense.
    • Services are Client confirms and acknowledges that the Services are cybersecurity monitoring services and are not designed to prevent any security incident. Therefore, it is Client’s responsibility to take all actions as required in order to mitigate such security incident and to correct any security vulnerability. Company will use best efforts to notify the Client upon each security incident detected by the Company. Notifications shall be sent by email (to the contact details provided by the Client in the Order form) or any other communication method agreed to in writing by the Company. Client shall be responsible to obtain any complementary services, including, backup services, as required to protect and secure its data.
    • The Services are provided with respect to such number of EPS as indicated in the Service Package subscribed for. Client acknowledges that the Company shall be under no obligation to continue to provide the Services with respect to any EPS which exceeds the maximum EPS number indicated in the applicable Service Package and, therefore, shall bear no liability in connection with any security incident that occurred after the Maximum EPS allowances was exhausted.
  2. Special Terms regarding Free Trial Period. Company, in its sole discretion, may offer a short-term usage of part or all of the Services at no cost to prospective Clients for demonstration or proof of concept purposes (“Free Trial Services”). These Terms shall generally apply to Free Trial Services, subject to following:
    • Company will make the Free Trial Services available to Client until the end of the period specified in the applicable Order Form unless terminated by the Company at any time, in its sole discretion.
    • The Free Trail Services are provided “as is” and “as available” without any warranties whatsoever, whether express or implied, including without limitation, merchantability or fitness for a particular purpose; all Company’s warranties and representations are disclaimed by the Client.
    • The aggregate liability of the Company for any breach relating to the Free Trial Services shall be limited to $100, to the extent permitted under applicable law.
  3. Fees and Payments; Other Commercial Terms. In consideration of the Services, Client shall pay Company such fees as indicated in the Order Form (the “Fees“). Fees are based on the EPS (events per second) generated by the Client’s systems and vary according to the Service Package for which the Client subscribed. Services not included in the Service Package may be subject to additional 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. Client shall be responsible for payment of taxes and duties of any kind payable with respect to the Services, other than taxes levied or imposed on Company based upon Company’s income at its domicile. All Fees are non-refundable.
  4. Representations of the Company. Company represents and warrants to the Client that (i) Company has the right, full power and lawful authority to provide the Services and to carry out its obligations hereunder, (ii) to its knowledge, the Services, as provided by Company and the exercise of the rights granted to Client do not infringe any intellectual property rights of any third party.
  5. Representations of Client. Client warrants and represents to Company that (i) it has the right, full power and lawful authority to subscribe for the Services and to carry out its obligations hereunder, 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 Client. To the extent the Client is a corporation or another legal entity, the individual executing the Order Form has sufficient authorization and signatory rights in order to subscribe for the Services and bound the Client in these Terms on Client’s behalf; (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 Services, alone or in combination with other materials, in a manner that would, constitute infringement of a third party’s intellectual property rights; (iv) it shall not make any use of the Services for any purpose other than as permitted hereunder; (v) it shall not reverse engineer, decompile or gain unauthorized access to the Services and/or any component thereof, including, without limitation, the CYREBRO Platform; and/or (vi) attempting to do any of the foregoing or allowing third parties to do so. As between the parties, Client shall be responsible for any breach of these Terms made by its authorized users.
  6. Intellectual Property Rights Ownership. 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 CYREBRO Platform, the Services and/or their underlying technology (including, without limitation, any software or algorithms used by the Company in connection with the provision of the Services hereunder), including, without limitation, any modifications thereof, and any other enhancement, adaptation, translation or other change of or addition thereto, even if such were developed based on ideas, suggestions, specifications, demands or proposals by Client or any other third party and even if such were developed by the Company using any Data collected while providing the Services. Client disclaims any transfer of ownership or grant of any rights not expressly provided for herein, in Company’s Intellectual Property Rights in the CYREBRO Platform, and Client agrees to not question or claim Company’s ownership of the Intellectual Property Rights CYREBRO Platform, the Services and/or their underlying technology. Client agrees that the Company has the right to use any reporting of errors, problems, or defects, or suggestions for changes and improvements to the Services made by Client (collectively, “Feedback”) at its sole discretion. Feedback shall be deemed the sole and exclusive property of the Company and Client hereby assigns to the Company Intellectual Property Rights (including moral rights) in the Feedback, to the extent exists. Company may use the Feedback in any way with or without notice to, payment of or consent from Client.
  1. CYREBRO Platform. The Services provided through the CYREBRO Platform are permitted only to such number of authorized users and devices as included in the Service Package subscribed for by the Client. Company response time and methods of communications with the Client are as indicated in https://www.cyrebro.io/integrations/. Access is made online and requires Client’s username and a password. Each username will relate to one user only. Client shall maintain such credential confidential and shall implement appropriate measures to ensure no unauthorized dissemination occurs. It is clarified that the Services are rendered only with respect to such functionalities and with respect to those systems as indicated in the Order Form, and subject to the terms and conditions of the Service Package subscribed for. The Company is under no obligation to provide the Services with respect to systems not included in the Order Form.
  2. Access to Client’s Systems. Client acknowledges that the Services require continued and uninterrupted access to Client’s systems and devices and any restriction or removal of such access might adversely affect quality of the Services and even the ability of the Company to provide the Services. In addition, in order to mitigate and respond to certain threats and issues as part of the Services, Client shall be required to provide additional access to Company’s team and Client acknowledges that lack of provisions of such access in the requested scope and on a timely manner might adversely affect the Services.
  3. Confidentiality.
    • During the term of your subscription, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information that is marked as “confidential” or a similar legend (collectively, “Confidential Information”). Confidential Information shall also include information that given its nature or context of disclosure it can be reasonably understood to be confidential. Notwithstanding any defect in marking. For the avoidance of doubt, the CYREBRO Platform, and its underlying technology and software shall be deemed to be the Company’s Confidential Information.
    • The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees (and in the case of the Company, also to its consultants and subcontractors involved in the provision of the Services) who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
    • At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.
    • The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
  4. Warranty.Company warrants and represents that the Services shall be provided on a best efforts basis, without any warranty whatsoever, whether express or implied. Company aims to provide 24/7 service with 95% availability rate but provides not guarantee to such. The Services are provided according to the Service Level Agreement.
    • NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGES, OR LOSSES RESULTING FROM (I) CHANGES TO OR DEFECTS IN CLIENT’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 SERVICES 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.
  1. Disclaimer. THE SERVICES ARE PROVIDED TO CLIENT “AS IS” AND “AS AVAILABLE” BASIS. 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 SERVICES 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 CLIENT’S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE AND SPECIFICALLY NO SUCCESFUL SECURTY BREACH MONITORING, DETECTION, PREVENTION OR RESOLUTION IS WARRANTED.
  2. 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 SERVICES, UNDER NO CIRCUMSTANCES SHALL THE COMPANY INDEMNITEES BE LIABLE TO CLIENT 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 FOREGOING, COMPANY INDEMNITEES ARE FOUND LIABLE FOR DAMAGES OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE), COMPANY INDEMNITEES TOTAL LIABILITY FOR SUCH DAMAGES SHALL NOT EXCEED THE FEE PAID TO COMPANY BY CLIENT 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 CLIENT. 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 SERVICES.
  3. Term and termination.
    • Term. Subscription term is as set forth in the Order Form. Client may not terminate the subscription prior to the lapse thereof, without the prior written consent of the Company.
    • Termination for Cause. Notwithstanding the aforesaid, Company may terminate Client’s subscription, and suspend or limit Client’s usage or access to the Services, upon the occurrence of any of the following: (i) in the event that Client commits a material breach of any of its undertakings, warranties and representations under these Terms, and such breach is not remedied within fourteen (14) days following written notice with respect to the breach; upon (ii) the institution of any proceedings by or against the Client 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 the Client’s property or assets; (iv) the liquidation, dissolution or winding up of Client’s business; or (v) the admission in writing of the Client’s inability to pay current debts. No refund shall be made to Client upon termination hereunder.
    • Effect of Termination or Expiration. Upon termination and/or expiration of Client’s subscription, the Services shall automatically terminate and Client shall not be allowed to access the CYREBRO Platform. Company may retain data collected by it as part of the Services in accordance with its retention policy.
    • Survival. The provisions of Sections ‎1 (to the extent applicable), ‎6 (to the extent applicable), ‎7, ‎10, ‎12, ‎13, ‎3, ‎14.4, ‎15 and ‎16, and any other provisions which by their natures extend beyond the termination or expiration of Client’s subscription.
  4. Data Collection and Use. Client agrees and understands, and hereby authorizes, Company and its service providers, as part of Client’s use of the Services, to collect, retain, backup, store, transfer and use information, data and content regarding Client, and inter alia, its network, binaries, binary metadata and/or devices, files, networks, systems, software, peripherals and data regarding natural persons’ use of such (collectively, “Data”). Exchange of Data shall be made according to Data Processing Addendum https://www.cyrebro.io/gdpr/. 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 non-attributable or personally identifiable form) to improve the operation and functionality of the Services without any prejudice to Company’s rights hereunder. Should Client request to opt-out from the above describe Data collection and use, Client understands that this may adversely affect the functionality and the use of the Services. Client agrees and is liable to obtain the consent of its personnel for which Data may be collected using the Services, that Company and its service providers may, as part of Client’s use of the Services, transfer Data into or out of the United States, Europe, or other countries or jurisdictions outside Client’s location, where data protection standards may vary.  In the course of using the Services and accessing the CYREBRO Platform, Client 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 Client’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.
  5. General Provisions. (a) Amendment. Company may amend, update or otherwise change these Terms, provided that a prior notice of such change shall be provided to the Client at least 14 days prior to such change having effect. (b) No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way deem to constitute a waiver. No waiver shall be effective unless in writing signed by the waiving party. (c) Severability. If any provision of these Terms 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 these Terms.  Or, if no adjustment can be made, the provision shall be deleted and the remaining provisions of these Terms shall remain in full force and effect.  (d) No Partnership or Agency. The Company and Client 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. Notices to the Company shall made only through the Company’s ticketing system or to [email protected] (administrative correspondence only). (g) Governing Law. The governing law applicable to Client’s subscription and the provision of the Services shall be: (i) if the Client contact address (as indicated in the Order Form) is located within the United States, the laws of the State of New York shall have exclusive jurisdiction, whereby all matters shall be exclusively submitted to the competent courts located in the New York City, NY, USA.  (ii) if Client contact address (as indicated in the Order Form) is located elsewhere, the laws of the State of Israel shall have exclusive jurisdiction, whereby all matters shall be exclusively submitted to the competent courts located in the Tel Aviv, Israel.  (h) Assignment. Company may assign its rights and obligations hereunder to its Affiliates. Client may not assign its rights and obligations hereunder without the prior consent of the Company. (i) Entire Agreement. These Terms and the Order Form signed by the Parties hereto 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 statement or term in an Order Form which is in conflict with any of the provisions hereof shall prevail. (j) Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

 

Last reviewed June 2024