TERMS OF SERVICE
Client’s access to and use of Secure Blueprint software-as-a-service or SaaS is subject to the following terms and conditions that collectively form the terms of service (Agreement) with Kudelski Security Inc., (Kudelski). This Agreement applies if Client’s contracting entity with Kudelski is in the US.
“Acceptable Use Policy” means the policy located at www.kudelskisecurity.com/secure-blue-print-terms-services following the Terms of Service (and any successor or related locations designated by Kudelski), as it may be updated by Kudelski from time to time.
“Account Information” means information that Client provides to Kudelski to create or administer the Service. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with the Service account.
“Client Content” means information that Client or any End User stores or hosts in connection with the Service and any computational or data results that Client or any End User derive from the use of the Services. Client Content is Confidential Information but not include Account Information.
“Confidential Information” means all nonpublic information disclosed by a party, its business partners or its respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential or Client information that is uploaded into the Service. Confidential Information includes: (a) nonpublic information relating to a party, its business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that a party is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between the parties to this Agreement. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by a party without reference to the other party’s Confidential Information.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Client Content; or (b) otherwise accesses or uses the Service under Client’s account.
“Kudelski Content” means the hosting site to allow access to and use of the Service, including Application Program Interface(s) (APIs); Web Services Description Languages (WSDLs); documentation; sample code; software (including machine images), data, text, audio, video or images, software libraries; command line tools; know-how, improvements, updates, proofs of concept; templates; and other related technology (including any of the foregoing that are provided by Kudelski or otherwise accessed by Client under this Agreement. Kudelski Content is Confidential Information.
“Service” means the Secure Blueprint SaaS (software-as-a-service) and access provided through https://secureblueprint.kudelskisecurity.com by Kudelski under this Agreement.
“Service Attributes” means Service usage data related to Client’s account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Suggestions” means all suggested improvements to the Service that Client provides to Kudelski.
“Term” means the term of this Agreement described in Section 7.1.
“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.
1. Use of the Service and Support.
1.1 Generally. Client may access and use the Service under this Agreement. Client will comply with this Agreement and all laws, rules and regulations applicable to Client’s use of the Service.
1.2 Account. To access the Service, Client must have a valid email address. Client will only create one account per email address.
1.3 Support. Support requests will be provided to Client by email via [email protected]. A reasonable effort will be made in responding to all support requests under a prioritization process around bugs and fixes, focusing on availability first. Any request for enhancement can be submitted through the same email address.
2.1 Service. Kudelski may discontinue the Service with a 90 day advance notice to users.
2.2 APIs. Kudelski may change or discontinue any APIs for the Service from time to time. For any discontinuation of or material change to an API for the Service, Kudelski will use commercially reasonable efforts to continue supporting the previous version of such API for 12 months after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law or requests of governmental entities).
3. Security, Data Privacy and Confidential Information.
3.1 Security. Without limiting Section 10 or Client’s obligations under Section 4.2, Kudelski will implement reasonable and appropriate measures designed to help Client secure Client Content against accidental or unlawful loss, access or disclosure.
3.2 Data Privacy. Client Content will be stored on servers operated by Amazon Web Services located in the US West region, specifically, in the State of Oregon. Kudelski will not access Client Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. Kudelski will not (a) disclose Client Content to any government or third party or (b) subject to Section 3.3 or move Client Content from the foregoing server location except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, Kudelski will give Client notice of any legal requirement or order referred to in this Section 3.2. Kudelski will only use the Account Information in accordance with this Agreement, and Client consents to such usage.
3.3 Service Attributes. Kudelski may use Service Attributes to: (a) provide billing and administration services; (b) investigate fraud, abuse or violations of this Agreement; or (c) monitor for the exclusive purpose of developing and enhancing the Service functionality for Client and all other Kudelski customers provided the analytics are in an aggregated and anonymized form.
3.4 Confidential Information. Any use or disclosure of Confidential Information is strictly limited to the use and support of the Service. Neither party will disclose Confidential Information during the Term or at any time during the 5-year period following the end of the Term. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures a party takes to protect its own confidential information of a similar nature.
4. Client Responsibilities.
4.1 Accounts. Except to the extent caused by Kudelski’s breach of this Agreement, (a) Client is responsible for all activities that occur under the account, regardless of whether the activities are authorized by Client or undertaken by Client, its employees or a third party (including Client’s contractors, agents or End Users). Kudelski and its affiliates are not responsible for unauthorized access to Client’s account.
4.2 Client Content. Client will ensure that Client Content and its End Users’ use of Client Content or the Service will not violate any term of this Agreement or any applicable law. Client is solely responsible for the development, content, operation, maintenance, and use of the Client Content. Client will be responsible for the accuracy and completeness of Client Content uploaded by Client, including the cost, time and effort associated with uploading Client Content. Any excessive storage or use of Client Content will be invoiced under Section 5, Fees, Payments and Taxes.
4.3 Backup. Client has the sole responsibility for the adequate protection of Client Information during the uploading process into the Service which might include use of encryption. Client must ensure that Client Content is virus and malware free before uploading into the Service. Client will establish and maintain a backup of all Client Information before and during the Term, including any updated Client Information subsequently uploaded during the Term as Kudelski will retain no copies or archives of Client Content for Client to retrieve or receive back.
4.4 Log-In Credentials and Account Keys. Account log-in credentials and private keys generated by the Service are for Client’s internal use only. Client will not sell, transfer or sublicense them to any other entity or person, except that Client may disclose its private key to its End Users performing work on Client’s behalf subject to this Agreement.
4.5 End Users. Client is deemed to have taken any action that Client permits, assists or facilitates any person or entity to take related to this Agreement, Client Content or use of the Service. Client is responsible for End Users’ use of Client Content and the Service. Client will ensure that all End Users comply with Client’s obligations under this Agreement and that the terms of Client’s agreement with each End User are consistent with this Agreement. If Client becomes aware of any violation of any obligations under this Agreement caused by an End User, Client will immediately suspend access to Client Content and the Service by the End User.
5. Fees, Payment, Taxes.
5.1 Fees. All amounts payable by Client under this Agreement will be paid to Kudelski without setoff or counterclaim, and without any deduction or withholding. In the event Client’s usage exceeds 1 Gigabyte of data transfer in any one month, Kudelski reserves the right to charge any additional storage or use fees under any excess use provided Kudelski gives Client notice of excess usage. Kudelski may increase or add new fees and charges for any existing Service Client is using with at least 30 days’ prior notice. Kudelski may elect to charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.
6. Temporary Suspension.
6.1 Kudelski may suspend Client or any End User’s right to access or use any portion or all of the Service immediately upon notice to Client if Kudelski determines: (a) Client or an End User’s use of the Service (i) poses a security risk to the Service or any third party, (ii) could adversely impact Kudelski systems, the Service or the systems or information of any other Kudelski customer, (iii) could subject Kudelski, its affiliates, or any third party to liability, or (iv) could be fraudulent; (b) Client is, or any End User is, in breach of this Agreement;(c) Client is in breach of any payment obligations under Section 5; or (d) Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Client’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 Effect of Suspension. If Kudelski suspends Client’s access or use any portion or all of the Service: (a) Client remains responsible for all fees and charges incurred during the period of suspension; and (b) Client will not be entitled to any service credits or any type of refund for any period of suspension.
7. Term; Termination.
7.1 Term. The initial term of this Agreement starts on the Effective Date and remains in effect for the duration of the term specified in the Kudelski supplied statement of work or quote, unless terminated under this Section 7. After the initial term expires, the term automatically renews for additional 12 month periods (renewal term) after the initial term. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2. Days in this Section 7 will be calendar days.
(a) Termination for Convenience. Client may only terminate this Agreement after the initial term in Section 7.1 by providing Kudelski with 60 days’ advance written notice and closing the account for the Service. Kudelski may terminate this Agreement for any reason by providing Client at least 30 days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
(ii) By Kudelski. Kudelski may also terminate this Agreement immediately upon notice to Client (A) for cause if Kudelski has the right to suspend under Section 6, (B) if Kudelski’s relationship with a third-party partner who provides account services or other technology
Kudelski uses to provide the Service expires, terminates or requires Kudelski to change the way Kudelski provides the Service or other technology as part of the Service, or (C) to comply with the law or requests of governmental entities.
7.3 Effect of Termination.
(a) Upon the Termination Date: (i) except as provided in Section 7.3(b), all Client rights under this Agreement immediately terminate; (ii) Client remains responsible for all fees and charges incurred through the Termination Date and Client is responsible for any fees and
charges incurred during the post-termination period described in Section 7.3(b); (iii) Client will immediately return or, if instructed by Kudelski , destroy all Kudelski Content in its possession; and (iv) Sections 4.1, 5, 7.3, 8 (except the license granted to Client in Section 8.3),
9, 10, 11, and 13 will continue to apply in accordance with their terms.
(b) Post-Termination. Unless Kudelski terminates Client’s use of the Service pursuant to Section 7.2(b), during the 30 days following the Termination Date: (i) Kudelski will not take action to remove from the account any Client Content as a result of the termination; and (ii)
Kudelski will allow Client to retrieve Client Content from the Service only if all amounts due under this Agreement have been paid. For any use of the Service after the Termination Date, the terms of this Agreement will apply and Client will pay the applicable fees at the rates
under Section 5.
8. Proprietary Rights.
8.1 Client Content. Except as provided in this Section 8, Kudelski obtains no rights under this Agreement from Client (or its licensors) to Client Content. Client consents to Kudelski’s use of the Client Content to provide the Service to Client and any End Users subject to this Agreement.
8.2 Adequate Rights. Client represents and warrants to Kudelski that: (a) Client or its licensors own all right, title, and interest in and to the Client Content and Suggestions; (b) Client has all rights in the Client Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of the Client Content or End Users’ use of the Client Content or the Service will violate the Acceptable Use Policy.
8.3 License. Kudelski or its licensors own all right, title, and interest in and to the Service and the Kudelski Content. Subject to the terms of this Agreement, Kudelski grants Client a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Service solely in accordance with this Agreement; and (b) copy and use the Kudelski Content solely in connection with Client’s permitted use of the Service. Except as provided in this Section 8.3, Client obtains no rights under this Agreement from Kudelski, its affiliates or its licensors to the Service or Kudelski Content, including any related intellectual property rights.
8.4 License Restrictions. Neither Client nor any End User will use the Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Client nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Kudelski Content included in the Service, (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code, object code, structure, algorithms, ideas or underlying information of any software or application included in the Service (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicense the Service, (e) build a competitive service or product, or copy any feature, function or graphic for competitive purposes or (f) remove or modify any proprietary markings or restrictive legends associated with the Service or Kudelski Content.
8.5 Anonymized Client Content and Suggestions. Client grants to Kudelski the right to use, disclose, copy, distribute and make derivative works of anonymized Client Content beyond the Term for trending analysis and future product enhancements. If Client provides any Suggestions to Kudelski, Kudelski will be entitled to use the Suggestions without restriction. Client hereby irrevocably assign to Kudelski all right, title, and interest in and to the Suggestions and agree to provide Kudelski any assistance Kudelski requires to document, perfect, and maintain Kudelski’s rights in the Suggestions.
9.1 General. Client will defend, indemnify, and hold harmless Kudelski, its licensors, and each of their respective employees, officers, directors, and representatives from and against any losses, including reasonable attorney fees and costs, arising out of or relating to any third-party claim concerning: (a) Client or any End Users’ use of the Service (including any activities under Client’s Service account and use by Client employees and personnel); (b) breach of this Agreement or violation of applicable law by Client, End Users or Client Content; or (c) a dispute between Client and any End User.
9.2 Intellectual Property.
(a) Subject to the limitations in this Section 9, Kudelski will defend Client and its employees, officers, and directors against any third-party claim alleging that the Service infringes or misappropriates that third party’s intellectual property rights. Kudelski will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Section 9, Client will defend Kudelski, and their respective employees, officers, and directors against any third-party claim alleging that any Client Content infringes or misappropriates that third party’s intellectual property rights. Kudelski will pay the amount of any adverse final judgment or settlement.
(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Service or Client Content, as applicable, with any other product, service, software, data, content or method. In addition, Kudelski will have no obligations or liability arising from Client or any End User’s use of the Service after Kudelski has notified Client to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Service or by Client Content.
(d) For any claim covered by Section 9.2(a), Kudelski will, at its election, either: (i) procure the rights to use that portion of the Service alleged to be infringing; (ii) replace the alleged infringing portion of the Service with a non-infringing alternative; (iii) modify the alleged infringing portion of the Service to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Service or this Agreement.
9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
10. Warranty and Disclaimers.
Kudelski warrants that the Service will materially comply with the Kudelski description of the Services provided to the Client. EXCEPT FOR THE FOREGOING, THE SERVICE IS PROVIDED “AS IS” AND “WHEN AVAILABLE’ BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, KUDELSKI AND ITS LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitations of Liability.
KUDELSKI AND ITS LICENSORS WILL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER KUDELSKI OR ITS LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CLIENT’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CLIENT’S USE OF OR ACCESS TO THE SERVICE, (II) KUDELSKI’S DISCONTINUATION OF ANY OR ALL OF THE SERVICE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CLIENT UNDER THIS AGREEMENT OR CLIENT’S USE OF OR ACCESS TO THE SERVICE; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF THE CLIENT CONTENT OR OTHER DATA. IN ANY CASE, KUDELSKI SECURITY’S AND ITS LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CLIENT ACTUALLY PAYS KUDELSKI UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Modifications to the Agreement.
Kudelski may modify this Agreement (including any Policies) at any time by posting a revised version on the Secure Blueprint web site or by otherwise notifying Client under Section 13.10; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.10 for adverse changes to any material term. Subject to the 90 day advance notice requirement, the modified terms will become effective upon posting or, if Kudelski notifies Client by email, as stated in the email message. By continuing to use the Service after the effective date of any modifications to this Agreement, Client agrees to be bound by the modified terms. It is Client’s responsibility to check the Secure Blueprint web site at www.secure-blueprint.com regularly for modifications to this Agreement. Kudelski last modified this Agreement on the date listed at the footer of this Agreement.
13.1 Assignment. Client will not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, without Kudelski’s prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. Kudelski may assign this Agreement without Client’s consent (a) in connection with a merger, acquisition or sale of all or substantially all of Kudelski’s assets, or (b) to any affiliate or as part of a corporate reorganization. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the policies listed on the Kudelski website by reference and is the entire agreement between Kudelski and Client about the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Kudelski and Client, whether written or verbal, regarding the subject matter of this Agreement. Kudelski will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by Client in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that Client submits or requires Kudelski to complete. If the terms of this Agreement are inconsistent with the terms contained in any policy, the terms contained in this Agreement will control.
13.3. Force Majeure. Kudelski is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, delays by Client in uploading Client Information, operational disruptions, man-made or natural disasters, epidemic medical crises, electrical or power failures or interruptions, riots, strikes, internet or telecommunication interruptions, acts of terrorism or war).
13.4. Governing Law and Dispute Resolution. This Agreement will be governed by the laws of the State of New York without regard to its conflict of law provision or to international treaties. Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination, will be resolved by arbitration in New York, New York under the commercial arbitration rules of the American arbitration association (AAA). The tribunal will consist of a single arbitrator to be chosen under the AAA rules. The language of the arbitration will be English. The award will be final and binding on the Parties and will also include legal fees, costs of arbitration and all related matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, each Party understands that a breach or threatened breach of Confidential Information under this Agreement may cause the non-breaching Party immediate and irreparable harm which money damages cannot adequately remedy. Accordingly, neither Party is bound by the foregoing arbitration requirement and the non-breaching Party will have the right to seek specific performance by, or obtain injunctive or other equitable relief against, the breaching Party as a remedy for a breach or threatened breach, without the necessity of proof of actual damage or loss and without the necessity of posting any surety or bond. The exercise by a Party of any right or remedy available under this Section will not preclude a Party from exercising any other right or remedy to which it is entitled in law, equity or otherwise.
13.5 Compliance with Laws. Each party will comply with all laws and regulations, applicable to that party in connection with this Agreement including all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations. For clarity, Client is solely responsible for compliance related to the manner in which Client chooses to use the Service, including Client upload and access of Client Content by the Client and its End Users. Client represents and warrants that Client and its financial institutions, or any party that owns or controls Client or Client’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, Switzerland or other applicable foreign agencies or authorities.
13.7 Independent Contractors; Non-Exclusive Rights. Each party is an independent contractor to each other, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
13.9 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
(a) To Client. Kudelski may provide any notice to Client under this Agreement by: (i) posting a notice on the Secure Blueprint web site; or (ii) sending a message to the email address then associated with the Client account. Notices we provide by posting on the Secure Blueprint website will be effective upon posting and notices Kudelski provides by email will be effective when Kudelski sends the email. It is Client’s responsibility to keep its email address current. Client will be deemed to have received any email sent to the email address then associated with Client’s account when Kudelski sends the email, whether or not Client actually receives the email.
(b) To Kudelski. To give Kudelski notice under this Agreement, Client must contact Kudelski by personal delivery, overnight courier or registered or certified mail to the mailing address, listed on page one of the Agreement. Kudelski may update the address for notices to it by posting a notice on the Secure Blueprint web site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
13.11. No Waivers. The failure by Kudelski to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Kudelski’s right to enforce such provision at a later time. All waivers by Kudelski must be in writing to be effective.
13.12 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
13.13 Trademarks. Client grants Kudelski the right to use Client’s trademarks, service marks, trade names, in any promotion, publication or press release with the prior written consent of Client, which consent will not be unreasonably withheld or delayed.
13.14 Headings. Headings in this Agreement are for reference purposes only and are not to be interpreted as being part of this Agreement.
13.15 Electronic Acceptance and Signatures. Acceptance of this Agreement may be made in electronic form showing the signatures of both Parties. The Parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.
Acceptable Use Policy
This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Service provided by Kudelski at www.secure-blueprint.com. The examples described in this Policy are not exhaustive. Kudelski or “We” may modify this Policy at any time by posting a revised version on the Secure Blueprint website (Web Site). By using the Services or accessing the website, you (Client and/or End User) agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, Kudelski may suspend or terminate Client’s use of the Services.
No Illegal, Harmful, or Offensive Use or Content
You may not use, or encourage, promote, facilitate or instruct others to use, the Service or Web Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
· Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, Kudelski operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
· Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
· Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
· Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
No Security Violations
You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
· Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
· Interception. Monitoring of data or traffic on a System without permission.
· Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.
No Network Abuse
You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
· Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
· Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
· Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
· Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
· Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
No E-Mail or Other Message Abuse
You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
Monitoring and Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Service or Web Site. We may:
· investigate violations of this Policy or misuse of the Service or Web Site; or
· remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Service or the Web Site.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Kudelski reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting of Violations of this Policy
If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please contact [email protected].