TERMS OF SERVICE
Defendable Systems, LLC, a Georgia corporation with its principal office at 4555 Mansell Rd. Suite 300, Alpharetta, GA 30022 (“Defendable Systems, LLC”, “we”, “us”, “our” or “Party”) operates the website CorrelationX.com, including all subdomains thereof (collectively, the “Site”). We provide our users (COLLECTIVELY, “YOU” OR “YOUR”) with resources and information about cyber security and our products and services, including white papers that we may send you, as well as a number of related services (collectively, the “Services”). The following terms and conditions (the “Terms of Service”) form a binding agreement between you and us. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SITE AND USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS SITE OR SERVICES.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7(f) BELOW.
Some Services or Materials (as defined below) may also be subject to additional guidelines, rules, or terms (“Additional Terms”). If there is any conflict between the Terms of Service and the Additional Terms, the Additional Terms take precedence in relation to that Service. The Additional Terms for such Services or Materials will be incorporated by reference in these Terms of Service and referred to collectively as the “Terms”.
We may at our sole discretion with notice to you, change, add, or delete portions of these Terms of Service at any time. It is your responsibility to check these Terms of Service for changes prior to use of the Site or Services, and in any event your continued use of the Site or Services following the posting of changes to these Terms of Service constitutes your acceptance of any changes. We will notify you of any such material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by e-mail.
OUR SERVICES AND REGISTERED USERS
The Defendable Systems, LLC Site and Services provide a collaborative Security Configuration Information Exchange that combines correlation rules, analytics, security dashboards, analysis, collaboration, and expertise from a wide variety of sources into a single platform. The Site and Services provide access to software and tools designed to detect, track, and analyze cyberthreats. Users may create an account (making them a “Registered User”), at which point we may restrict certain areas of the Site or Services for registered users. Visitors agree not to attempt to access areas of the Site reserved for Registered Users. Certain Registered Users access the Site through an Organization Account. Unless otherwise agreed in writing by Defendable Systems, LLC, Organization Account Registered Users are restricted to employees or contractors of the Organization entity who are authorized to utilize the Services on your behalf.
- Providing Information. In the event you provide us with information on or through the Site or Services, including as necessary to request Defendable Systems, LLC Materials or as part of registration, you agree to only provide us with true, accurate, current and complete information. If we believe or suspect that your information is not true, accurate, current or complete or harmful in any way, we may deny or terminate your access to the Site or Services (or any portion thereof) or refuse to send you Defendable Systems, LLC Materials.
- Registration. To become a Registered User, you must provide your e-mail address and select a password (your “Account Credentials”), which you may not transfer to or share with any third parties. If someone accesses our Site or Services using your Account Credentials, we will rely on those Account Credentials and will assume that it is really you. You are solely responsible for any and all use of your Account Credentials and all activities that occur under or in connection with your Account Credentials. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Site and your Account Credentials, including without limitation terminating your access, changing your password, or requesting additional information to authorize activities related to your Account Credentials. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account Credentials that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will Defendable Systems, LLC be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Defendable Systems, LLC under this provision, (ii) any compromise of the confidentiality of your Account Credentials, and (iii) any unauthorized access to or use of your Account Credentials. Please notify us immediately if you become aware that your Account Credentials are being used without authorization. You acknowledge and agree that you shall have no ownership or other property interest in your Account Credentials, and you further acknowledge and agree that all rights in and to your Account Credentials are and shall forever be owned by and inure to the benefit of Defendable Systems, LLC. We reserve the right to reject or suspend any user name or pseudonym that we find to be offensive or inappropriate.
- Registered Users. Defendable Systems, LLC is not responsible for, and does not endorse, any Registered User (or his or her acts and omissions), and or the Materials provided or approved thereby.
- Software. Use of any Defendable Systems, LLC or third party software and associated documentation that is made available via the Site or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Defendable Systems, LLC provide you with any tangible copy of our Software. Defendable Systems, LLC shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are authorized to use such pre-release Software solely for testing purposes and are not permitted to use or otherwise rely on such Software for production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the Terms. Subject to your compliance with the Terms, and unless otherwise agreed in writing Defendable Systems, LLC grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive, license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
You understand and acknowledge that the Software, code, algorithms, work flows, and other proprietary methods and systems used to provide the Site or Services, including deployable tools, (“Our Technology”) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, reverse engineered, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, trade names, service marks or logos (“Marks”) of Defendable Systems, LLC or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
GENERAL RULES OF USER CONDUCT
It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not, reproduce, duplicate, copy, sell, resell, license, lease, or otherwise transfer, distribute, or commercially exploit any portion of the Site or Services, use of the Site or Services or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you, or do any of the following:
- Conduct or promote any illegal activities while using the Site or Services;
- Upload, distribute or print anything that may be harmful to minors;
- Violate the rights of any third party, including any intellectual property rights;
- Attempt to reverse engineer or jeopardize the correct functioning of the Site, Services or any Materials, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
- Systematically retrieve data or other content from our Site and/or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise, for purposes of resale or other commercial use, or for any other use not permitted by the license granted below in Section 5.
- Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
- Upload or install on our servers or systems any form of Malicious Software (defined below), except when transmitted as part of the normal course of using the tools and capabilities built into the Services;
- Use the Site or Services to generate unsolicited e-mail advertisements or spam;
- Use the Site or Services to stalk, harass or harm another individual or entity;
- Use any high volume automatic, electronic or manual process not provided by Defendable Systems, LLC to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
- Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Defendable Systems, LLC Materials contained on any such web page for commercial use without our prior express written permission;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- Mirror or frame the Site or any Defendable Systems, LLC Materials, place pop-up windows over its pages, or otherwise affect the display of its pages.
USER MATERIALS; DERIVATIVE WORKS
You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site or the Services, whether publicly posted or privately transmitted (“Materials”), are the sole responsibility of the Party from whom such Materials originated. This means that (i) you, and not Defendable Systems, LLC, are entirely responsible for all Materials that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services or the Website (collectively, “Your Materials”), and (ii) other Users of the Services, and not Defendable Systems, LLC, are similarly responsible for all Materials they Make Available through the Services or the Website (“User Materials”). You are entirely responsible for each individual item of Your Materials.
- Privacy. We know you are worried about your security and privacy. We take several measures to protect your anonymity and Materials. We offer functionality on the Site or Services that allow you to submit Your Materials anonymously. By submitting Your Materials to any public or private forums, comments or any other public area on the Site or Services; you hereby expressly permit Defendable Systems, LLC to identify you by your pseudonym as the contributor of Your Materials. Such disclosure will be limited to the extent permitted by the forum where you submitted Your Materials. As between you and us, you retain ownership and any intellectual property rights in any copyrighted materials that are contained in Your Materials. You are entirely responsible for the contents of all Materials that you upload, including anything that may disclose your identity or the identity of the company you work for.
- Security. We recognize that the nature of User Materials may be harmful, containing references or links to malware, viruses, bots, worms, Trojan horses, time bombs, bots or other similar harmful or deleterious programming (“Malicious Software”). It is very important for each User to handle and transmit such material with due care, including, without limitation and where possible, by neutralizing or otherwise containing the threat. In all cases, please take care to communicate and transmit Your Materials to us in the safest and most reasonable manner possible. We reserve the right at any time, in our discretion, to issue general warnings about uncontrolled threats.
- User Representations and Warranties. You represent and warrant that Your Materials will not: (i) Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; (ii) violate the privacy, publicity, or other rights of third parties; (iii) violate any other law, statute, ordinance or regulation; (iv) be false or inaccurate or become false or inaccurate at any time; (v) be or contain material that is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion; (vi) disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; (vii) misrepresent your identity or impersonate another person or entity in any way; (viii) advocate or encourage any illegal activity; or (ix) have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
- License Granted to Defendable Systems, LLC. We need to make sure we have the rights to run our Site and Services, and to be able to maintain and enrich the available database so that we can provide Registered Users with the best information possible to defend against threats. Subject to the settings under which you Make Available Your Materials (e.g., public or private forums, anonymous or identifiable posts), and subject to the restrictions herein, by execution of this Agreement, you hereby grant us a perpetual, irrevocable, non-terminable, non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, to use Your Materials (on an anonymous basis unless you have publicly posted it in your name or have requested that you be identified) for any purpose, together with a right to license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, worldwide, and to incorporate Your Materials in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in any portion of Your Materials that are incorporated into any of our Sites and Services or derivative works. Further, you hereby authorize us to do the foregoing and hereby assign all rights, title, and interest in and to any of Your Materials to Defendable Systems, LLC. We agree any derivative works will not be specifically identifiable or attributable to you and in no case will Defendable Systems, LLC publish or republish any of Materials you have submitted as such without your prior written consent.
DEFENDABLE SYSTEMS, LLC MATERIALS
As between you and us, the Materials made available or displayed on the Site or sent to you through the Services or Our Technology, and any derivative works thereof, other than Your Materials (the “Defendable Systems, LLC Materials”) are proprietary to us or our licensors and should be considered our confidential information. Subject to these Terms, we hereby grant you a limited, non-exclusive, non-transferable license to (i) access the Site and Services, and (ii) to view, use, download and print the Defendable Systems, LLC Materials in each case solely for your personal, informational, non-commercial (non-commercial meaning that no revenues are generated or intended to be generated from or through competitive offerings to the Site or Services) and internal review and solely in accordance with these Terms. As between you and us, we retain all right, title and interest in and to the Defendable Systems, LLC Materials, and all related intellectual property rights. We reserve all rights not granted in these Terms. You will immediately notify us in the event of any loss or unauthorized disclosure of any Defendable Systems, LLC Materials. Upon our written request, or your termination of these Terms, you must promptly delete or destroy all documents and other tangible materials representing any Defendable Systems, LLC Materials and all copies thereof. To request certain Defendable Systems, LLC Materials, you may be required to provide us with your contact information, including your e-mail address. We may, in our sole discretion, then send you such Defendable Systems, LLC Materials in a format we determine in our sole discretion. We reserve the right to reject your request and refuse to send you our Defendable Systems, LLC Materials.
- Limited User License Restrictions. You may not: (i) use the Defendable Systems, LLC Materials or any part thereof to develop products or technologies similar to the products of Defendable Systems, LLC; (ii) distribute or sell, rent, lease, license or otherwise make the Defendable Systems, LLC Materials available to others; or (iii) otherwise remove any text, copyright or other proprietary notices contained in the Defendable Systems, LLC Materials. Any copy of the Defendable Systems, LLC Materials or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Defendable Systems, LLC Materials, and you must abide by the foregoing notices and restrictions. We are not responsible to ensure, and disclaim any responsibility for, your ability to open, use or view the Defendable Systems, LLC Materials we send you pursuant to your request. The nature of the Defendable Systems, LLC Materials may be harmful. Please take care with your use of the Defendable Systems, LLC Materials. Use of the Defendable Systems, LLC Materials is at your own risk and such materials are provided on as “AS IS” basis. As a part of the Defendable Systems, LLC Materials, you may have access to materials that are hosted by another Party. You agree that it is impossible for Defendable Systems, LLC to monitor such materials and that you access these materials at your own risk.
- No Guarantee Against Harm. Defendable Systems, LLC is in the business of detecting, tracking, and analyzing cyberthreats, and providing tools and information to Registered Users to assist in their defense against cyber threats, and by its nature Defendable Systems, LLC receives potentially harmful content. Defendable Systems, LLC is dedicated to neutralizing such threats. We use commercially reasonable efforts to enforce these Terms with all of our Users, but DEFENDABLE SYSTEMS, LLC CANNOT AND DOES NOT GUARANTEE THAT USERS WILL NOT BE EXPOSED TO OR HARMED BY MALICIOUS SOFTWARE OR OTHER MATERIALS ACCESSED THROUGH THE SITES OR SERVICES OR EXPOSED TO OR HARMED BY MATERIALS THAT VIOLATE OUR POLICIES. YOU ACCESS THE SITES AND SERVICES AT YOUR OWN RISK. We may, but are not obligated to, remove Materials from the Sites for any reason, including if we determine or suspect that such Materials violate these Terms. We are acting as a passive conduit for distribution of such Materials and we take no responsibility for your exposure to Materials on the Sites or through the Services whether it violates our content policies or not. Our discussion forums may be public (or, at a minimum, available to fellow Registered Users), so others may read your questions or comments. Please respect the confidentiality of others.
- Data Storage. Unless expressly agreed to by Defendable Systems, LLC in writing elsewhere, Defendable Systems, LLC has no obligation to store any minimum amount of Your Materials that you Make Available on the Site or via the Services. Defendable Systems, LLC uses commercially reasonable efforts to provide data storage for current and recent Materials, but reserves the right, in its discretion, to limit or reduce the amount of storage space equal to and and commensurate with the number of indicators agreed upon in any Order attached here as Exhibit A being used by any Registered User, or to charge additional fees for excess storage space. Defendable Systems, LLC has no responsibility or liability for the deletion of Materials, or for the accuracy of any Materials, including Your Materials; the failure to store, transmit or receive transmission of Materials; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You agree that Defendable Systems, LLC retains the right to create reasonable limits on storage of the Materials, including Your Materials, such as limits on file size, storage space, and similar limits described in the web pages accompanying the Services and as otherwise determined by Defendable Systems, LLC and You.
- The Terms commence on the date when payment is received for the Sites and/or services and remain in full force and effect while you use the Site and/or Services, unless terminated earlier in accordance with the Terms.
- If you want to terminate the Services provided by Defendable Systems, LLC, you may do so by (i) notifying Defendable Systems, LLC at any time and (ii) closing your Account for all of the Services that you use. All notices should be sent in writing to Defendable Systems, LLC’s address set forth below.
- We reserve the right to modify or discontinue the Site or Services to you. However, we will provide you with thirty (30) days’ written notice before we discontinue the Site or Services. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services, or any part thereof. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
- Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account Credentials (or any part thereof), including Your Materials. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Materials associated therewith from our live databases. Defendable Systems, LLC will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Materials. All provisions of these Terms which by their nature survive the termination or expiration of an agreement, shall survive termination or expiration of the agreement embodied in these Terms.
- General Purpose of Terms: Sale of Service, not Software. The purpose of the license granted to you in these Terms is solely for you to secure access to the Site and Services, and to use the Defendable Systems, LLC Materials as permitted herein. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way shall any fees paid hereunder considered payment for the sale or license of Defendable Systems, LLC’s Software, any use of Defendable Systems, LLC’s Software by you in furtherance of the Terms will be considered merely in support of the purpose of the Terms.
- Payment. You agree to pay all fees or charges to your Account Credentials in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Defendable Systems, LLC with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Defendable Systems, LLC with your credit card number or PayPal account and associated payment information, you agree that Defendable Systems, LLC is authorized to immediately invoice your Account for all fees and charges due and payable to Defendable Systems, LLC hereunder and that no additional notice or consent is required. You agree to immediately notify Defendable Systems, LLC of any change in your billing address or the credit card or PayPal account used for payment hereunder. Defendable Systems, LLC reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Site and/or Services or by e-mail delivery to you.
- Service Subscription Fees. You will be responsible for payment of any applicable fee for any Services (each, a “Service Subscription Fee”) at the time you enroll in such Services (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and Defendable Systems, LLC for the Services until Defendable Systems, LLC accepts your order by a confirmatory e-mail or other appropriate means of communication.
- Taxes. Defendable Systems, LLC’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Defendable Systems, LLC, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Defendable Systems, LLC for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Defendable Systems, LLC is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Withholding Taxes. You agree to make all payments of fees to Defendable Systems, LLC free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Defendable Systems, LLC will be your sole responsibility, and you will provide Defendable Systems, LLC with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Defendable Systems, LLC’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by emailing support@CorrelationX.com. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please email support@CorrelationX.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Defendable Systems, LLC to charge your Payment Provider now, and at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Defendable Systems, LLC does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Defendable Systems, LLC may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received. Upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment is received.
- Free Trials. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Defendable Systems, LLC to have the charges reversed.
We may from time to time solicit your feedback regarding various aspects of our Site and Services, such as ease of use, or structure of user interfaces, or other ideas, thoughts, criticisms, suggested improvements or other feedback regarding our Site and Services (“Feedback”). You may also wish to provide such Feedback to us on your own initiative. In the event that you provide us any Feedback, you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable, non-terminable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. The license in connection with Feedbackis applicable whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate written agreement executed by you and Defendable Systems, LLC that provides otherwise.
You are solely responsible for your interactions with other Users of the Services and any other Parties with whom you interact through the Services; provided, however, that Defendable Systems, LLC reserves the right, but has no obligation, to intercede in such disputes. You agree that Defendable Systems, LLC will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT DEFENDABLE SYSTEMS, LLC DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS; PROVIDED THAT. DEFENDABLE SYSTEMS, LLC RESERVES THE RIGHT TO CONDUCT PUBLIC-RECORD INQUIRIES INTO THE BACKGROUNDS OF ITS REGISTERED USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS REGISTERED USERS. DEFENDABLE SYSTEMS, LLC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR ACTIONS OF REGISTERED USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE REGISTERED USERS.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. OUR TECHNOLOGY, THE MATERIALS, SITE AND SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT OUR TECHNOLOGY, THE MATERIALS, SITE, AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR TECHNOLOGY, THE MATERIALS, SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. NO MATERIALS, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY USER OF THE SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN THE AGGREGATE, TO THE GREATER OF: (A) THE AMOUNT OF FEES YOU PAID TO DEFENDABLE SYSTEMS, LLC IN THE SUBSCRIPTION PERIOD DURING WHICH THE CLAIM AROSE AND (B) ONE HUNDRED DOLLARS (U.S. $100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
Defendable Systems, LLC will, at its own cost and expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts stated herein, with a minimum A.M. Best rating of A-VII and duly qualified in those states (locations) where the Services are to be performed, covering the operations of Supplier, pursuant to this Agreement.
TYPES OF INSURANCE
LIMITS OF LIABILITY
Commercial General Liability (specifically including products and completed operations, equipment liability, contractor liability and contractual liability; Bodily Injury, Property Damage and Personal and Advertising injury.
$1,000,000 per occurrence
Errors & Omissions Liability Insurance (includes Professional Liability)
$1,000,000 per occurrence
- General Liability will include waiver of subrogation in favor of You. You will have the right to request an adjustment of Limits of Liability for General Liability and Errors and Omissions Insurance as our exposure to You increases so that existing limits are no longer adequate.
- Upon Your request, we will provide You a certificate of insurance demonstrating compliance with the appropriate terms herein. We will notify You as soon as possible of any cancellation or material change to any existing insurance policy required by this contract.
You agree to indemnify, defend and hold harmless Defendable Systems, LLC, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such Parties may incur as a result of or arising from: (i) your use of Our Technology, the Materials, Site, or Services; (ii) your violation of these Terms, (iii) your violation of any rights of any other person or entity; (iv) Your Materials; or (v) any Malicious Software input by you into the Site or Services other than as permitted by these Terms.
THIRD PARTY CONTENT AND OTHER WEBSITES
Materials from other users and other third parties may be made available to you through the Site and/or the Services. Because we do not control the content of such Materials, you agree that we are not responsible for such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in any Materials, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users or content that violates any third party rights related to such content. The Site and Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third Party websites, products or Services accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Site and Services may contain links to websites that are operated by us but which operate under different terms of service. It is your responsibility to review the privacy policies and terms of service of any other website you visit. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may also receive a copy of these Terms by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your e-mail or mailing address so that you continue to receive all Communications without interruption.
You are responsible for compliance with all applicable laws. The Terms and the relationship between you and Defendable Systems, LLC will be governed by the laws of Georgia, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. These Terms are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms, shown in boldface type, are included only to help make these Terms easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision of the Terms will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of these Terms will continue in full force and effect. You may not use, export, import, or transfer the Site and/or Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Site and/or Services, and any other applicable laws. In particular, but without limitation, the Site and/or Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Site and/or Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site and/or Services for any purpose prohibited by U.S. law, including, without limitation the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Us are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Defendable Systems, LLC products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
We respect the intellectual property of others. By execution of this Agreement you hereby warrant that you will not violate the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:
Our copyright agent for notice of claims of copyright infringement on the Sites or the Services can be reached by mail at: Copyright Agent, Defendable Systems, LLC, 4555 Mansell Rd. Suite 300, Alpharetta, GA 30022, or by e-mail at support@CorrelationX.com.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Sites or Services;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
NON-BILLING DISPUTE RESOLUTION
In the event of any dispute or disagreement between the Parties with respect to the interpretation of any provision of this Agreement, or with respect to the performance of either Party hereunder, You and Defendable Systems, LLC engagement managers will meet for the purpose of resolving the dispute. If the Parties are unable to resolve the dispute within five (5) business days, or as otherwise agreed, either Project Manager will have the right to submit the dispute to Defendable Systems, LLC’s vice president level and your second vice president level (the “Representatives”) who will meet as often as the Parties reasonably deem necessary in order to gather and furnish to each other all essential, non-privileged information that the Parties believe germane to resolution of the matter at issue. During the course of these non-judicial dispute resolution procedures, documents used to resolve the dispute will be limited to essential, non-privileged information. All requests will be made in good faith and be reasonable in light of the economics and time efficiencies intended by the dispute resolution procedures. The Representatives may mutually agree to appoint a neutral advisor to facilitate negotiations and, if requested by both Parties, to render non-binding opinions. No formal proceedings for the judicial resolution of any dispute may be commenced until sixty (60) calendar days following initiation of negotiations under this Section or for such shorter period as the Parties may mutually agree to in writing. Either Party may then seek whatever remedy is available in law or in equity. The provisions of this Section will not apply to any dispute relating to the Parties’ obligations of non-disclosure and confidentiality as further described herein.
We may give notice to you by e-mail, a posting on the Site, or other reasonable means. You must give notice to us in writing via e-mail to support@CorrelationX.com or as otherwise expressly provided. Please report any violations of these Terms to support@CorrelationX.com.
Each of the components that constitute the Services or Software or any other related documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Services and Software and documentation provided therewith with only those rights set forth in these Terms.