Terms of Service Agreement for Free Cybersecurity Checkup
Introduction
This Terms of Service Agreement ("Agreement") is entered into by and between the Center for Cyber Intelligence ("CCI", "we", "us", "our") and you, the recipient of the Free Cybersecurity Checkup ("Recipient", "you"). By accepting this Agreement, you agree to be bound by its terms in relation to the Free Cybersecurity Checkup provided by CCI.Scope of Services
CCI agrees to provide a Free Cybersecurity Checkup that includes a one-hour consultation designed to identify potential cybersecurity vulnerabilities within your business operations. The consultation will be limited to discussing findings within a one-hour session. No additional services are included unless explicitly agreed upon in a separate written agreement.
The checkup will cover the following areas:
Review of current cybersecurity practices;
Assessment of technical infrastructure;
Evaluation of risk management strategies;
Identification of potential cybersecurity threats.
No Guarantee of Security
CCI makes no representations or warranties regarding the completeness of the checkup. The assessment is intended to provide insights based on the information provided and the expertise of CCI's staff. It does not guarantee that all cybersecurity risks or issues will be identified or that the suggested measures will provide complete protection against cyber threats.Disclaimer of Warranties: The Center for Cyber Intelligence disclaims all express and implied warranties regarding the Free Cybersecurity Checkup provided under this Agreement. The services are provided "as is" and "as available" without warranty. CCI makes no warranties that the services will meet the Recipient's requirements or that the operation of the services will be uninterrupted or error-free.
Scope of Assessment: The Free Cybersecurity Checkup is designed to offer a preliminary snapshot of your current cybersecurity posture based on the information and access provided by the Recipient at the time of the assessment. CCI's evaluation is limited to observable and disclosed aspects of the Recipient's systems and practices during the consultation period. The assessment is based on general industry knowledge and the expertise of CCI’s staff and is not an exhaustive examination of all potential cybersecurity risks or vulnerabilities.
Limitations on Identification of Risks: CCI makes no representations or warranties regarding the completeness or accuracy of the cybersecurity checkup. The assessment is intended to identify apparent or common cybersecurity risks and does not guarantee the discovery of all existing or potential issues. Some risks may remain undetected due to the limitations in the scope of the checkup, the inherent limitations of cybersecurity diagnostic tools, or the complexity of certain cyber threats.
No Guarantees on Security Measures: While CCI will provide recommendations based on the checkup findings, these suggestions should not be viewed as guarantees for fully securing the Recipient's systems against cyber threats. The effectiveness of any security measures may be contingent upon factors beyond the scope of CCI's recommendations, including but not limited to the Recipient's implementation of such measures, ongoing maintenance of security systems, and the evolving nature of cyber threats.
Acknowledgment of Risks: The Recipient acknowledges that, given the rapidly evolving nature of technology and cyber threats, it is impossible to safeguard completely against all potential security issues. By agreeing to this Assessment, the Recipient understands and accepts that the purpose of the checkup is advisory and that they are responsible for any actions taken based on CCI’s recommendations.
Limitation of Liability
CCI shall not be liable for any claims, damages, demands, or losses arising from or related to the services provided under this Agreement. This limitation of liability includes but is not limited to, direct, indirect, incidental, punitive, and consequential damages, even if CCI has been advised of the possibility of such damages. The Recipient agrees that the maximum liability of CCI under this Agreement shall not exceed the fees paid by the Recipient for the services rendered.General Limitation: The Center for Cyber Intelligence shall not be liable for any claims, damages, demands, or losses arising from or related to the services provided under this Agreement. This exclusion applies regardless of the nature of the claim, whether in warranty, contract, tort, negligence, strict liability, or any other legal or equitable theory.
Scope of Liability:
Direct Damages: CCI will not be responsible for any direct damages caused by or in connection with using the Free Cybersecurity Checkup services.
Indirect Damages: CCI disclaims any liability for indirect damages, including, but not limited to, loss of profits, revenue, data, or use.
Incidental Damages: CCI is not liable for incidental damages, such as unintended side effects of operational disruptions, due to or in connection with the provided services.
Punitive Damages: No punitive damages may be claimed against CCI, as these are damages intended to punish a party beyond compensatory damages.
Consequential Damages: CCI will not be responsible for consequential damages that result from CCI’s services, which are damages that do not directly result from the act but are a consequence of the initial act, such as business interruption or loss of business reputation.
Advice of Potential Damages: The limitations apply even if CCI has been advised of the possibility of such damages or if such damages were otherwise foreseeable. This includes damages incurred due to advice or recommendations provided by CCI during or following the cybersecurity checkup.
Cap on Liability: If, notwithstanding the aforementioned limitations, CCI is found liable for damages arising out of or related to this Agreement, the total liability of CCI, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, shall not exceed the lesser of the fees paid by the Recipient for the services rendered ($0.00). This cap is agreed upon in recognition that the services provided are of a preliminary nature and offered free of charge.
Basis of the Bargain: The Recipient acknowledges that CCI has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, which form an essential basis of the bargain between the parties.
Indemnification
Obligation to Indemnify: The Recipient agrees to indemnify, defend, and hold harmless the Center for Cyber Intelligence CCI, its affiliates, officers, directors, employees, consultants, agents, licensors, suppliers, and any third-party information providers to the service from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement or any activity related to the Recipient’s account (including negligent or wrongful conduct) by the Recipient or any other person accessing the services using the Recipient’s account.
Scope of Indemnification:
Legal Actions: Indemnification includes, but is not limited to, defending CCI against any legal claims or demands arising from the Recipient’s violation of this Agreement or using CCI’s services.
Financial Losses and Expenses: The Recipient is responsible for covering any financial losses, expenses, damages, and costs that CCI might incur due to the Recipient's actions, including but not limited to settlements, judgments, and litigation costs.
Third-party Claims: The Recipient will also indemnify CCI against any claims by third parties arising from the Recipient’s use of services provided by CCI, including claims alleging negligence by CCI.
Notification and Cooperation: CCI will promptly notify the Recipient of any claim or condition that might lead to indemnification. The Recipient agrees to cooperate fully in the defense of any such claim. CCI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Recipient, which shall not excuse the Recipient's indemnity obligations.
Duration of Indemnification: The obligations of indemnification herein are intended to survive the termination or expiration of this Agreement and shall continue to be effective and enforceable.
Waiver of Legal Rights
Comprehensive Waiver: The Recipient explicitly waives all rights to initiate or participate in any form of legal action, whether in court, arbitration, mediation, or any other legal or quasi-legal forum, against Center for Cyber Intelligence (CCI), its affiliates, officers, directors, employees, agents, or licensors, regarding any aspect of the services provided, including but not limited to the findings, recommendations, or any actions taken based on the cybersecurity checkup provided.
Scope of Waiver:
Findings and Recommendations: The Recipient acknowledges that the cybersecurity checkup is advisory in nature and agrees to waive any claims arising from dissatisfaction or harm resulting from the implementation of or failure to implement any recommendations or advice provided by CCI.
Actions Based on Consultation: Any decisions or actions taken by the Recipient based on the consultation or information provided by CCI during or after the cybersecurity checkup are solely at the Recipient’s discretion and risk. The Recipient waives any right to hold CCI accountable for any results or failures from such actions.
Known and Unknown Claims: This waiver includes any claims related to the services provided under this agreement that the Recipient is aware of and those they may become aware of in the future.
Acknowledgment of Understanding: By agreeing to this waiver, the Recipient acknowledges that they have fully understood its implications. The Recipient affirms that this waiver is voluntary without duress or undue influence.
Irrevocability: This waiver is irrevocable, meaning it cannot be withdrawn or amended without CCI's express written consent, which may be withheld at CCI's sole discretion.
Binding Effect: This waiver is intended to be as broad and inclusive as permitted by the laws of the jurisdiction in which the services are provided. If any portion of this waiver is held invalid, the balance shall continue in full legal force and effect.
Confidentiality
CCI agrees to maintain the confidentiality of all proprietary information disclosed during the checkup. However, this obligation does not extend to information publicly known or developed independently by CCI.Confidentiality Obligation: The Center for Cyber Intelligence (CCI) agrees to maintain the confidentiality of all proprietary, confidential, and sensitive information disclosed by the Recipient during the course of the cybersecurity checkup. CCI will take reasonable precautions to prevent unauthorized use, disclosure, publication, or dissemination of the Recipient's confidential information, except as permitted or required by law.
Definition of Confidential Information: For the purposes of this agreement, "confidential information" includes, but is not limited to, business operations, technical data, trade secrets, strategies, company data, and any other information disclosed by the Recipient to CCI during the consultation. Confidential information does not include information that:
Is or becomes publicly known through no breach of this agreement by CCI;
Is received from a third party without breach of any obligation of confidentiality;
Is independently developed by CCI without the use of or reference to the Recipient’s confidential information;
Is disclosed under the order of any court or governmental agency.
Handling of Confidential Information: CCI will:
Restrict access to confidential information to employees or consultants who need to know such information in connection with their job responsibilities and who have signed confidentiality agreements;
Use the confidential information solely to fulfill its obligations under this Agreement;
Implement appropriate physical, technical, and administrative measures to protect confidential information from unauthorized access or use.
Required Disclosure: If CCI is legally compelled by a court, government agency, or similar legal or regulatory authority to disclose any of the Recipient’s confidential information, CCI will, to the extent legally permitted, provide the Recipient with prompt notice of such request to allow the Recipient to seek an appropriate protective order or other remedy. CCI agrees to furnish only that portion of the confidential information that is legally required and to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed information.
Duration of Confidentiality Obligations: The obligations related to confidentiality shall remain in effect for a period of five (5) years following the date of disclosure, after which point they will expire unless mutually extended by the parties in writing.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain valid and enforceable.Jurisdiction and Governing Law
Governing Law: This Agreement and any disputes arising from or related to this Agreement or the services provided by the Center for Cyber Intelligence shall be governed by and construed in accordance with the laws of the State of North Carolina. This choice of law provision applies regardless of the Recipient's place of business, residence, or the location where the Agreement is performed.
Conflict of Laws: In interpreting this Agreement, no effect shall be given to any choice of law or conflict of law provisions or rules (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
Jurisdiction: All disputes, claims, or controversies arising out of or relating to this Agreement, including disputes relating to its validity, interpretation, enforceability, or breach, shall be subject to the exclusive jurisdiction of the federal and state courts located in North Carolina. This includes any disputes between the parties regarding the performance or interpretation of any terms or provisions in this Agreement.
Venue: The venue for any judicial action arising out of, under, or in connection with this Agreement will be the federal or state courts in Raleigh, North Carolina. The parties hereby consent to these courts' personal jurisdiction and venue and waive any objection to an inconvenient forum.
Mandatory Mediation and Arbitration:
Mediation: Prior to initiating any litigation, the parties agree to resolve any dispute arising out of or relating to this Agreement through mediation conducted in North Carolina by a mutually agreed-upon mediator.
Arbitration: If mediation fails to resolve the dispute within sixty (60) days of its initiation, it will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one, selected according to the rules of the American Arbitration Association, and the arbitration proceedings shall take place in Raleigh, North Carolina.
Acceptance of Terms
By scheduling the Free Cybersecurity Checkup, the Recipient acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.