Cysurance Terms of Service
This Cysurance Terms of Service Agreement (Agreement or TOS) is a legal agreement between you, the Participant, for the provision of the Certification Warranty Program (Warranty), and all modifications thereto, administered by Cysurance, LLC (Cysurance), pursuant to this Agreement and the agreement between you, the Participant, and your cybersecurity or other security or protective service provider (the Prime Subscriber). This Agreement governs Cysurance's provision and administration of your Prime Subscriber's Warranty programs and related services (the Services) to you on behalf of your Prime Subscriber. In this Agreement, "we", "us" and "our" refer collectively to Cysurance.
THIS AGREEMENT DOES NOT ALTER THE RIGHTS OR OBLIGATIONS EXISTING BETWEEN PARTICIPANT AND THE PRIME SUBSCRIBER WHICH ALLOWED PARTICIPANT'S ENROLLMENT IN THE SERVICES, PURSUANT TO ANY WRITTEN AGREEMENT BETWEEN PARTICIPANT AND PRIME SUBSCRIBER REGARDING THE PRIME SUBSCRIBER'S SERVICES. THIS AGREEMENT INSTEAD SETS FORTH ADDITIONAL TERMS DIRECTLY BETWEEN PARTICIPANT AND CYSURANCE, AND PARTICIPANT MAY OTHERWISE SEEK RIGHTS OR REMEDIES FROM PRIME SUBSCRIBER PURSUANT TO PARTICIPANT'S AGREEMENTS WITH PRIME SUBSCRIBER.
PARTICIPANT AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT UPON THEIR ENROLLMENT TO ITS PRIME SUBSCRIBER WARRANTY FOR THE SERVICES.
1. CERTAIN DEFINITIONS. In addition to other terms defined as set forth in this Agreement, the following terms shall have the following definitions:
1.1. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world and all rights in, arising out of, or associated therewith: (a) patents, Participant models, and applications therefor, and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries, including invention disclosures; (b) trade secrets, inventions (whether or not patentable and whether or not reduced to practice), and other rights in know-how and confidential or proprietary information; (c) works of authorship and copyrights, registrations and applications therefor, and all other rights corresponding thereto (including moral rights), throughout the world; (d) rights in software (including without limitation APIs, source code, object code, and mark-up language); (e) rights of publicity, personality, identification, or similar personal or group attributes; (f) trade names, logos, common law trademarks and service marks, trade dress, trademark and service mark registrations, and applications therefor and any goodwill associated therewith; and (g) any similar, corresponding, or equivalent rights to any of the foregoing and any other intellectual property or proprietary rights throughout the world.
1.2. "Representatives" means, with respect to a party, that party's employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
1.3. “Participant” means those who have (i) entered into an agreement with a Prime Subscriber for provision of qualified Solutions and (ii) have been enrolled, registered or otherwise qualified by their Prime Subscriber for the applicable Prime Subscriber Warranty program.
1.4. "Solutions" means those qualified cybersecurity or other security or protective services provided by a Prime Subscriber with whom the Participant has entered into a valid, current agreement for such services.
2. SERVICES SUBJECT TO THIS AGREEMENT. Unless otherwise noted in this Agreement, and to the fullest extent allowed under any applicable laws, all terms and conditions of this Agreement apply to the Participant's use using of the Services and provision of the Services. Furthermore, Participant's use of the Services is contingent on the remittance of payment by the Prime Subscriber under the Prime Subscriber Agreement executed between Cysurance and Prime Subscriber (Prime Subscriber Agreement). Participant's use of any and all of the Services are subject to Participant's compliance with this Agreement and are also expressly limited to the Participant Terms and Conditions of the Prime Subscriber, which are in turn limited by the terms between Cysurance and Prime Subscriber regarding the enrollment of Participants for use of the Services (hereinafter, use of the Services Prime Subscriber is authorized to enroll a Participant is a Qualified Warranty).
2.1. THIRD PARTY SERVICES. Participant acknowledges Cysurance may incorporate into the Services Intellectual Property created by third parties (Third Party Intellectual Property), and Participant agrees that Participant's rights related to the Services containing Third Party Intellectual Property or any Third-Party Materials may be subject to such third party rights and agreements.
2.2. TITLE AND OWNERSHIP OF THE SERVICES. Title to and ownership of the Services and all modifications, enhancements, derivations or copies thereof remain with Cysurance, regardless of the form or media in or on which they may exist, and Participant agrees to protect all of Cysurance's ownership interests therein. Participant is granted no licenses to any Cysurance Intellectual Property rights. Participant acknowledges the Services may contain trade secrets of Cysurance, its suppliers, or licensors, including but not limited to, the specific design and structure of individual programs and associated interface information, databases and database structures, regulatory compilations, and other Content accessed within the Services. All rights not expressly granted in this Agreement are reserved by Cysurance.
3. RESTRICTIONS ON USE. Participant may use the Services only for purposes expressly permitted within the Services, pursuant to the terms of this Agreement, and pursuant to the Participant's agreements with the Prime Subscriber consistent with the Qualified Warranty. As a condition of Participant's access and use of the Services, Participant warrants to Cysurance that Participant will not access or use, or allow others to access or use, the Services for any purpose that is unlawful or prohibited by this Agreement or the agreements between the Participant and the Prime Subscriber consistent with the Qualified Warranty. For example, Participant may not (and may not authorize anyone to) do the following: (i) transfer, assign or sublicense Participant's use of the Services to another person or entity and Participant acknowledges any attempted transfer, assignment, sublicense, access, or use shall be void; (ii) make modifications to, or otherwise attempt to change or adapt, the Services or create derivative works based upon the Services, or permit or encourage third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any aspect of the Services to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) disclose, provide, or otherwise make available trade secrets contained within the Services in any form, to any third party without the prior written consent of Cysurance; (v) access or use Cysurance's Intellectual Property to develop any software application or products and services similar to the Services; (vi) perform, display, or otherwise access or use the Services for the benefit of others outside of the scope of the rights expressly granted to the Participant by the Prime Subscriber that are consistent with the Qualified Warranty; or (vii) co-brand the Services. For purposes of this Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any person or entity in such a manner as is reasonably likely to give another the impression that such other person or entity has the right to display, publish, or distribute the Services or any Content accessible within the Services. In addition, Participant may not access or use or allow others to access or use Services in any manner which could disable, overburden, damage, or impair the Services or interfere with any other person or entity's access to and use and enjoyment of the Services. Participant may not obtain or attempt to obtain any materials, Content, or information through any means not intentionally made available or provided through the Services. Participant may not use scrapers, bots, spiders, or other automated tools to collect or index any Content of the Services without our express permission. In addition, Participant agrees it will not and will not allow its employees, contractors or other agents to access or use the Services to infringe or misappropriate the Intellectual Property of Cysurance or others, for the invasion of privacy, for the distribution of pornography, obscenity, defaming material, or unsolicited mass e-mailings, advertising or chain letters, for the harassment of other Services users, to wrongly impersonate another Services user, for falsifying one’s network identity for improper or illegal purposes, in such a way as to propagate computer viruses or other malware, to make unauthorized entry to any other machine accessible location, or for the distribution of tools designed for compromising security (i.e. including, but not limited to, password guessing programs, cracking tools or network probing tools).
4. MONITORING OF ACCESS AND USE AND ADDITIONAL RESTRICTIONS. Participant acknowledges and agrees Cysurance has and reserves the right to directly or remotely prevent access to and/or use of the Services, with or without notice to Participant, including without limitation in the event (i) Cysurance becomes aware of unauthorized access or use of the Services by any third party using any user name, password, other login credentials or other unauthorized means via Participant's use or access to the Services, or in the event of a security concern related to the Services, or (ii) Participant's violation of any term or condition of this Agreement. Cysurance reserves the right, but does not have the obligation, to monitor access and use of Services to determine compliance with this Agreement. Cysurance may collect and use general metrics on access and use of the Services. It is Participant's responsibility to administer the use, distribution and security and of its and its users' passwords if in fact it has been provisioned remote access to the Services. Participant shall immediately notify Cysurance in the event such access or credentials are compromised or have facilitated unauthorized access to the Services. Cysurance may use and disclose Participant's and its agent's information, including without limitation Identity Content, in special instances when Cysurance has reason to believe disclosing this information is necessary to investigate, identify, contact, or bring legal action against an entity or individual who may be causing injury to or interfering with Cysurance's rights or property, other Service users, or anyone else. Cysurance may disclose information when subpoenaed, if ordered or otherwise required by a court of law, arbitrator, or other similar proceeding or rules governing such a proceeding, for government investigations, with government agencies if required by law, to exercise, establish, or defend Cysurance 's or Prime Subscriber's rights, to protect Cysurance 's vital interests or those of any other third party, and when Cysurance otherwise believes in good faith that the law requires it.
5. PARTICIPANT RESPONSIBILITIES. The Services require to provision of certain data from the Participant and any Solutions or systems utilized by Participant in order to provide the Services. Participant will provide such data to Cysurance in accordance with the Warranty to be administered on behalf of the Prime Subscriber for Participant. The Participant is solely responsible for providing all notices to and obtaining all consents from any users which are necessary to comply with all applicable laws including without limitation all privacy laws. Cysurance shall have no liability relating to, and is not responsible for damages resulting from, any policies, consents, terms or conditions supplied by the Participant or the lack thereof.
6. ADDITIONAL REPRESENTATIONS BY PARTICIPANT. Participant represents and warrants that (a) Participant is the owner of or otherwise has the right to provide any information or content of any type provided by Participant in conjunction with the Services and for Cysurance 's provision of the Services and processing of any such data in relation to the Services; (b) Participant and its agents shall access and use the Services in compliance with this Agreement and the terms of the agreements between the Participant and the Prime Subscriber consistent with the Qualified Warranty; (c) Participant and its agents will operate in good faith and not attempt to deceive, mislead, or otherwise defraud Cysurance in its provision of the Services, and (d) will use the Services lawfully and only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations applicable to the access and use of the same.
7. PROPRIETARY INFORMATION. The material and content accessible through the Services including without limitation all Intellectual Property in or related thereto, whether materials, Cysurance processes, software (whether in object code, source code, or mark-up language form), photos or other images, video, audio, text, or otherwise (the “Content”) is the proprietary information of Cysurance or the party that provided or licensed the Content to Cysurance, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way outside of the normal administration of the Services without the prior written consent of an authorized representative of Cysurance. Modification or use of the Content except as expressly provided in this Agreement violates Cysurance’s Intellectual Property rights or the rights of its licensors. Neither title nor Intellectual Property rights to Content are transferred to Participant by access to or use of the Services.
8. PROPRIETARY NOTICES. Participant agrees to maintain and reproduce all copyright, patent, trademark and other proprietary notices on all copies, in any form, of the Services and its Content, in the same form and manner that such copyright and other proprietary notices are included on the Services and its Content, whether they are Cysurance notices or those of third parties.
9. PARTICIPANT DATA OWNERSHIP. As between Cysurance and Participant, any Identity Content given to Cysurance by Participant under this Agreement shall at all times remain the property of Participant and shall be Participant Confidential Information under Section 10 below. Cysurance shall have no rights in the Identity Content other than the limited right to process such for the purposes of providing the Services or as otherwise expressly set forth in this Agreement. For the purposes of this Agreement, “Identity Content” shall mean any and all data received from the Participant that is identifiable as data specifically from that Participant or data identifiable to a specific individual person.
10. CONFIDENTIAL INFORMATION. The Services, including, but not limited to, processes, materials, documentation, expert resources, source and object code, logic and structure, database structure, and any and all copies of the foregoing, regardless of the form or media in or on which any of them may exist (all together, the “Cysurance Confidential Information”) constitute valuable trade secrets, are the Intellectual Property and confidential information of Cysurance and any of their licensor(s), and are protected by Intellectual Property laws, international treaty provisions, and applicable laws of the country in which such Cysurance Confidential Information is being used. Cysurance Confidential Information additionally includes non-public information disclosed by Cysurance if it is clearly and conspicuously marked as “confidential” or with a similar designation at time of disclosure or non-public information disclosed by Cysurance if, by its nature, would generally be considered by Cysurance to be confidential. Participant's confidential information is any access credentials used in connection with the Services and information that Participant specifically designates in writing as confidential. Neither Cysurance Confidential Information nor Participant Confidential Information shall include information which: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party without an obligation to maintain its confidentiality; (iii) is rightfully received by the receiving party from a third party without an obligation to maintain its confidentiality; (iv) is disclosed to a third party by the disclosing party without an obligation to maintain its confidentiality on the third party; (v) is independently developed by the receiving party without the use of the disclosing party's Confidential Information; or (vi) the disclosing party authorizes in writing to no longer treat as its Confidential Information. Each party may only disclose the other party's confidential information to those individuals who are participating in the performance of this Agreement and who need to know such confidential information for purposes of receiving and/or using such confidential information in a way expressly permitted by this Agreement, and neither party may use the confidential information of the other party for any purpose except as authorized under this Agreement. Cysurance Confidential Information and Participant Confidential Information may be disclosed in response to a valid court order or other legal process only to the extent required by such order or process and only after the party making such response has given the other party written notice, if legally allowed, of such court order or other legal process promptly and the opportunity for that other party to seek a protective order or confidential treatment of such confidential information, at that other party's expense, with reasonable cooperation by the responding party. Each party shall retain all ownership of its confidential information including without limitation all Intellectual Property rights in that confidential information. Subject to the licenses granted in this Agreement, Participant agrees, both during the term of the Agreement and after the termination of the Agreement to hold Cysurance Confidential Information in confidence and to protect any disclosed Cysurance Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Cysurance Confidential Information as Participant uses to protect Participant's own confidential information of a like nature, but in no event with less than reasonable care. Participant shall be responsible and liable under the terms of this Agreement for any violation of the confidentiality requirements of this Section committed by Participant's Representatives.
11. MAINTENANCE AND MODIFICATIONS. Any modifications provided to Participant shall be subject to the rights and obligations regarding the Services under this Agreement.
12. TERMINATION. The Services may be terminated in accordance with the terms of the Prime Subscriber Agreement or any written agreements between Participant and Prime Subscriber regarding the Services that are consistent with the Qualified Warranty. The Services will immediately terminate upon any breach of this Agreement, the Prime Subscriber Agreement, or any written agreements between Participant and Prime Subscriber regarding the Services that are consistent with the Qualified Warranty. Upon termination of this Agreement for any reason, Participant shall immediately cease using the Confidential Information of Cysurance, and Participant shall (i) cease accessing and using the Services, and any access or use of the Services by Participant's agents, (ii) return Cysurance's Confidential Information to Prime Subscriber or destroy it, at Prime Subscriber's election, and (iii) at Cysurance's request, provide Cysurance and Prime Subscriber with certification from a principal officer of Participant's organization that Participant has complied in full with the requirements of this Section. The provisions of this Agreement shall survive any termination of this Agreement.
13. FEEDBACK. Participant and its agents may provide feedback to Cysurance with respect to the Services. Notwithstanding any provision of the Agreement to the contrary, Cysurance may use such feedback for any purpose without obligation of any kind to anyone. To the extent a license is required to make use of such feedback, Participant hereby grants to Cysurance on behalf of the Participant and its agents an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense through multiple levels, to such feedback in connection with Cysurance's business (and the business of its parent, subsidiary, sister, and otherwise affiliated businesses) and their successors and assigns, including without limitation for the enhancement of the Services. Participant represents and warrants that (i) Participant owns or otherwise controls all of the rights in and to the feedback and can grant the license set forth in this Agreement, (ii) Participant has no obligations under law or contract, such as an employment or independent contractor agreement, that would interfere with the rights granted by Participant under this Agreement or would be interfered with by Participant's grant of such rights, and (iii) the feedback Participant supplies is accurate, not misleading, and otherwise in accordance with the terms of this Agreement, and such feedback does not infringe or misappropriate the Intellectual Property of any third party.
14. DISCLAIMER. CYSURANCE does not assume any responsibility or risk for Participant's or its Users' use of the Internet. Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by CYSURANCE or AN AUTHORIZED third party.
ANY WARRANTIES REGARDING THE SERVICES ARE BETWEEN PARTICIPANT AND THE PRIME SUBSCRIBER, AND NONE ARE GRANTED DIRECTLY TO PARTICIPANT BY CYSURANCE.
PARTICIPANT'S USE OF THE SERVICES IS AT PARTICIPANT'S OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES AND ITS CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, FROM CYSURANCE. CYSURANCE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT IN RELATION TO THE SERVICES AND THE CONTENT. CYSURANCE DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CYSURANCE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING ACCESS OR USE, OR THE RESULT OF ACCESS OR USE, OF THE SERVICES OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND CYSURANCE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. CYSURANCE IS NOT RESPONSIBLE FOR, AND DISCLAIMS ANY WARRANTY OR LIABILITY REGARDING, AND PARTICIPANT ASSUMES ALL RESPONSIBILITY AND LIABILITY REGARDING AND RELATING TO THE COMPLETENESS, ACCURACY, AND VALIDITY, OF DATA THAT IS INPUTTED INTO OR SUPPLIED BY THE PARTICIPANT OR ITS AUTHORIZED USERS INCLUDING BUT NOT LIMITED TO RATE INFORMATION, INDIVIDUAL USER DATA, IDENTITY CONTENT, AND PARTICIPANT PRODUCT OR SERVICE USAGE DATA.
15. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW CYSURANCE AND ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OWNERS, SHAREHOLDERS, MEMBERS, OFFICERS, AND DIRECTORS, BUT EXCLUDING PRIME SUBSCRIBER WHOSE LIABILITY SHALL INSTEAD BE GOVERNED BY PARTICIPANT'S AGREEMENT WITH THE PRIME SUBSCRIBER, WILL NOT BE LIABLE UNDER OR IN RELATION WITH THIS AGREEMENT, ITS SUBJECT MATTER, OR THE SERVICES OR ITS CONTENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, ENHANCED, OR EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF INCOME, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, COST OF REPLACEMENT GOODS OR SERVICES, OR SIMILAR LOSSES OR DAMAGES, EVEN IF CYSURANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CYSURANCE AND ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OWNERS, SHAREHOLDERS, MEMBERS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE MINIMUM AMOUNT ALLOWED BY LAW. PARTICIPANT EXPRESSLY UNDERSTANDS AND AGREES THAT ALL OF PARTICIPANT'S RIGHTS AND REMEDIES RELATED TO OR ARISING OUT OF THE SERVICES ARE STRICTLY AND SOLELY BETWEEN PARTICIPANT AND PRIME SUBSCRIBER.
16. INDEMNITY. Participant will, to the fullest extent permitted by law, and excluding any claim to the extent due to the gross negligence or intentional acts of Cysurance, indemnify, defend, and hold Cysurance and its respective subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, owners, shareholders, members, officers, directors, contractors, and their successors and assigns (the Indemnified Parties) harmless from: (1) any breach of this Agreement by Participant, including without limitation any access to or use of Services and its Content other than as expressly authorized in this Agreement; (2) any claims brought by third parties arising out of Participant's or its agents access to or use of the Services, including without limitation any Content or information accessed from the Services; (3) personal injury, wrongful death or damage to tangible personal property caused by the products and/or services promoted, sold or distributed by Participant; (4) defective products promoted, sold or distributed by Participant; or (5) representations or claims made about products or services promoted, sold or distributed by Participant. Participant agrees the Indemnified Parties will have no liability in connection with any of the above, and Participant agrees to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees (collectively Losses) of the Indemnified Parties in connection therewith.
17. TRADEMARKS AND COPYRIGHTS. Trademarks, service marks, logos, and copyrighted works appearing in the Services are the property of Cysurance or the party that provided the trademarks, services marks, logos, and copyrighted works to Cysurance. Cysurance and any party that provided trademarks, service marks, logos, and copyrighted works to Cysurance retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in the Services. Participant agrees Cysurance may identify Participant as a recipient of its Services and for such purpose use Participant's name and logo in connection with referencing Cysurance recipient of its Services in any publication, web site, or press release.
18. MISCELLANEOUS. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), and Participant's and its agents access or use of the Services (collectively a Dispute), shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitation and excluding its conflicts of law rules. Participant's and its agents' use of the Services may also be subject to other local, state, national, or international laws. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Cysurance, Cysurance may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for (i) any actual or alleged infringement of Cysurance’s or any third party's Intellectual Property or other proprietary rights; or (ii) any breach of the confidentiality provisions in this agreement. Participant hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware with respect to any such injunctive or other relief. Participant further acknowledges that Cysurance’s rights in its Intellectual Property and confidential information are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable, shall be modified by a court of competent jurisdiction or arbitrator to reflect to the maximum extent possible the original intention of the parties as dictated by the original wording, and will not affect the validity and enforceability of any remaining provisions.
Participant shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Cysurance's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Participant (regardless of whether Participant is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Cysurance's prior written consent is required. No assignment, delegation, or transfer will relieve Participant of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 18 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
If there is any waiver of a breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this Agreement.
Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, riots or civil commotion, labor strikes or difficulties, transportation stoppages or slowdowns, lack of Participant services, or any other force majeure event.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
Participant agrees that no joint venture, partnership, employment, or agency relationship exists between Participant and Cysurance as a result of this agreement or access to or use of the Services.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
This Agreement constitutes the entire agreement among the parties relating to this Agreement's subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between Participant and Cysurance with respect to this Agreement or the Services. Notwithstanding the foregoing, any additional terms and conditions within the Services will additionally govern the items to which they pertain, as will any additional terms and conditions provided by Cysurance or the Prime Subscriber.
Last Modified: 15MAY2025