The following terms and conditions apply to the use of our managed services and virtual security engineer services (the “Services”). By using the Services, you agree to be bound by these terms and conditions.

 

1. Services

 

1. We will provide you with the Services as described in the service order form that you sign with us (the “Order Form”). The Services may include, but are not limited to, monitoring, managing, configuring, updating, patching, testing, auditing, reporting, and troubleshooting your network and security devices and systems (the “Customer Systems”).
    

2.  We will provide you with a monthly invoice for the fees and any expenses incurred in connection with the managed services and virtual security engineer services. You agree to pay each invoice within 15 days of the invoice date. If you fail to pay any invoice when due, we may suspend or terminate the managed services and virtual security engineer services without liability to you.
    

3. We will use commercially reasonable efforts to provide the managed services and virtual security engineer services in accordance with the service level agreement (SLA) attached to the order form. The SLA sets forth your sole and exclusive remedies for any failure by us to meet the service levels. If there is any conflict between the terms of this agreement and the SLA, the terms of this agreement will prevail.

 

1.  We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your data. We will not disclose your data to any third party without your prior written consent, except as required by law or as necessary to provide the managed services and virtual security engineer services.

 

2. Term and Termination

 

The term of this agreement will start on the date of the Order Form and will continue until terminated by either party as provided herein. Either party may terminate this agreement for any reason upon 30 days' prior written notice to the other party. Either party may also terminate this agreement immediately if the other party breaches any material term of this agreement and fails to cure such breach within 10 days of receiving written notice of such breach. Upon termination, you will pay us any outstanding fees for the Services performed up to the date of termination.

 

3. Customer Responsibilities

 

You are solely responsible for providing us with accurate and complete information about your Customer Systems and your business requirements. You are also responsible for obtaining and maintaining any licenses, permits, consents, or approvals required for us to access and use your Customer Systems. You will cooperate with us and provide us with any assistance or support that we reasonably request in connection with the Services. You will not interfere with or disrupt our provision of the Services or our systems or networks.

 

4. Confidentiality

 

Each party agrees to keep confidential any information that it receives from the other party that is marked as confidential or that reasonably should be considered confidential, such as trade secrets, business plans, customer data, technical specifications, or pricing information (the “Confidential Information”). Each party will use the Confidential Information only for the purposes of this agreement and will not disclose it to any third party without the prior written consent of the other party. Each party will protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature. The confidentiality obligations do not apply to any information that:

(a) is or becomes publicly available without breach of this agreement;
(b) is rightfully received by a party from a third party without restriction on disclosure;
(c) is independently developed by a party without use of or reference to the Confidential Information; or
(d) is required to be disclosed by law or court order, provided that the disclosing party gives prompt notice to the other party and cooperates in any efforts to limit or prevent such disclosure.

 

5. Warranties and Disclaimers

 

We warrant that we will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. If we fail to meet this warranty, your sole and exclusive remedy is to require us to re-perform the Services at no additional charge. This warranty is contingent upon your timely notification of any defects or errors in the Services within 30 days of their occurrence. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

 

6. Limitation of Liability

 

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO US FOR THE SERVICES DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

 

7. Indemnification

 

You agree to indemnify, defend, and hold us harmless from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees).