BY (AS APPLICABLE) SIGNING A SERVICE ORDER, CLICKING THE "I ACCEPT" BUTTON OR CHECKBOX IN THE REGISTRATION PAGES OF THE SERVICES AND/OR ACCESSING OR USING SUCH SERVICES THE ENTITY YOU REPRESENT (THE "CUSTOMER") IS HEREBY AGREEING WITH INDUSFACE INC. TO THE FOLLOWING TERMS OF SERVICE AND ANY TERMS INCORPORATED HEREIN BY SPECIFIC REFERENCE (COLLECTIVELY, THE "TERMS").
THE FOLLOWING AGREEMENT ("AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH INDUSFACE INC. IS WILLING TO PROVIDE SERVICE AND ACCOMPANYING "DOCUMENTATION" TO "YOU" AS AN INDIVIDUAL USER OR AN AUTHORIZED REPRESENTATIVE OF AN ENTITY. BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A BINDING LEGAL CONTRACT WITH INDUSFACE INC. THE TERMS AND CONDITIONS OF THE AGREEMENT THEN APPLY TO YOUR USE OF THE SERVICES. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS AND SAVE A COPY ELECTRONICALLY.
You must read and accept this Agreement before you install or use the Services. If you are an individual, then you must be at least 18 years old and have attained the age of majority in the state, province or country where you live to enter into this Agreement. If you are acquiring the Services on behalf of an entity, then you must be properly authorized to represent that entity and to accept this Agreement on its behalf.
"Security testing" means testing for vulnerabilities in applications. These vulnerabilities leave applications open to exploitation. "Asset" means a web and/or mobile application
"Threat" means anything that can exploit a vulnerability and obtain, damage, or destroy an asset.
"Vulnerability" is a weakness or gap in security program that can be exploited by threats to gain unauthorized access to an asset. "Attack (or exploit)" is an action taken to harm an asset.
"Countermeasure" means a safeguard that addresses a threat and mitigates risk.
"Services" means those services offered by Indusface Inc. that are branded as "Indusface" services or that have been purchased by Customer, and are provided for the purposes of Application Security.
"Web-site" means the Indusface Inc. systems accessible by the Internet that facilitate, provide or describe the Services. "Devices" means computer hardware, network, storage, input/output, or electronic control devices, or software installed on such devices. "IPs" means Internet Protocol addresses.
To the extent permissible by law, Customer is ineligible to subscribe to the Services if: (1) Customer is a competitor of Indusface Inc. (2) Customer or its employees using the Services have been convicted for any computer or Internet related crimes, (3) Customer is more than sixty (60) days past due on any monies owed to Indusface Inc. or (4) Customer is located in a region that is prohibited from using the Services by law.
Your Identity and Authority
Customer agrees to provide current, accurate information in all electronic or hardcopy registration forms submitted in connection with the Services. Customer agrees not to impersonate or in any way misrepresent its affiliation or authority to act on behalf of any person, company, or other entity. By subscribing to the Services or accepting these Terms, the Customer personnel using the Services or accepting these Terms, certify that they are authorized to act on behalf of the Customer, and are authorized by Customer as a representative of an individual, business or other legal entity having contractual usage rights granted by an ISP or Web Host owning or licensed to use, any and all IPs and the associated Devices to which you direct the Services to be performed. Customer agrees to cooperate with Indusface Inc. in reasonable measures to verify the identity and authority of persons using the Services.
Customer must never use or direct the Services to interact with IPs or Devices for which Customer is not expressly authorized to do so. Customer must not use the Services in such a way as to create unreasonable load on IPs or Devices to which you have directed the Services to interact. Customer may not use any Indusface Inc. IP or Device, directly or indirectly, to initiate, propagate, participate, direct or attempt any attack, hack, or crack, or send bandwidth saturation, malicious or potentially damaging network messages to any Device, whether owned by Indusface Inc. or not. Customer must not direct any such attacks of any kind using any protocol at any of Indusface Inc.'s Devices. Customer must not direct bots, spiders, crawlers, or any other automated process at Indusface Inc.'s computer systems. Customer must not, through the use of the Services or by any other means, create unreasonable load on any of Indusface Inc.'s Devices. Customer must not use the Services or Indusface Inc.'s Devices to perform any unlawful activity including but not limited to computer crime, transmission or storage of illegal content, or content or software in violation of intellectual property and copyright laws. Customer must not access information on Indusface Inc.'s Devices for which you are not authorized, or which is not made available intentionally, publicly and in accordance with Indusface Inc.'s Privacy Statement (available at https://www.indusface.com/index.php/privacy-policy). If Customer gains access to any information for which Customer is not authorized, by any method or means, or for any reason, Customer must report such access to Indusface Inc. immediately and destroy all electronic or hard copies of such information. Customer must report incidents by email with return receipt requested to firstname.lastname@example.org, Any breach of the above covenants will result in immediate termination of Services and, if appropriate, referral to law enforcement authorities.
Conduct and Content
Customer will use the Services in a responsible, business-like manner in accordance with the law. Customer is responsible for its conduct while using the Services, as well as for any content Customer posts, distributes, transmits or solicits from others while using the Services. Customer will not use the Services in such a way as to distribute, link-to, transmit or solicit any content of any type that: (a) is unlawful, libellous, violates a contract, or regulation; (b) is obscene, harmful to minors, pornographic, invasive to another's privacy, racist, unethical, or otherwise offensive; (c) advocates or solicits criminal behaviour, violence or racism; (d) infringes on someone's intellectual property rights, copyright, or other right; (e) constitutes unauthorized or unsolicited commercial communications such as bulk or SPAM email; (f) contains any computer code designed to disrupt, damage or impair any computer or network systems and software, such as viruses, Trojans, back doors, or macros, whether or not any damage occurs; (g) surreptitiously intercepts, downloads, copies, detrimentally interferes with, damages, or expropriates any system, data, or personally identifying information; (h) defaces the Web site or Services in any way; or (i) reveals your account access information such as your password or secret question. Customer will comply with all applicable laws, regulations, and Indusface Inc. policies regarding on-line conduct and content.
Customer agrees not to provide access to the Services by; (a) allowing others to use its account; (b) creating an account for someone who is not authorized to perform the role or view the information for which you have granted access; or (c) failing to revoke access for those persons who are no longer authorized to access the Services for any reason. Customer will immediately notify Indusface Inc. of any unauthorized access from its account or the accounts of others for which Customer has administrative authority, including the use of accounts, passwords, or any other breach of security. Customer will not solicit another party's password for any reason. Customer will not access someone else's account, nor disrupt, interfere, or limit the functioning of the Services, or other's enjoyment of the Services.
Under this agreement, Indusface Inc. will provide support based on service promised as per the plan customer subscribes. Any additional support must be purchased by Customer under a separate agreement.
Access to the Service(S)
You are responsible for procuring and maintaining the network connections that connect You to the Service(s). Your access to and use of the Service(s) may require You to use or maintain specific browser software, security certifications and other procedures that supports protocols used by the Service(s).
You may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which We will use commercially reasonable efforts to notify You in advance through Our Service(s)) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. CUSTOMER UNDERSTANDS THAT ASSESSING COMPUTER SECURITY IS HIGHLY COMPLEX AND CHANGEABLE. CUSTOMER UNDERSTANDS THAT USE OF THE SERVICES IS AT CUSTOMER'S OWN RISK. INDUSFACE INC. ITS OFFICERS, DIRECTORS AND EMPLOYEES ARE NOT RESPONSIBLE FOR CUSTOMER'S USE OF THE SERVICES OR ANY RESULTS THEREFROM. INDUSFACE INC. MAKES NO WARRANTY THAT THE SERVICES WILL FIND ALL VULNERABILITIES IN CUSTOMER'S APPLICATIONS OR SERVER(S), OR THAT THE SOLUTIONS SUGGESTED AND ADVICE PROVIDED IN THIS REPORT WILL BE COMPLETE OR ERROR-FREE. INDUSFACE INC. SHALL BE HELD HARMLESS AND FREE FROM ALL LIABILITIES FOR ANY USE OR APPLICATION OF THE INFORMATION PROVIDED BY INDUSFACE INC. IN CONNECTION WITH USING THE SERVICES. ADDITIONALLY, INDUSFACE INC. MAKES NO WARRANTY THAT THE SERVICES WILL ALWAYS BE AVAILABLE, THAT THEY WILL BE ERROR FREE, OR THAT THEY WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER USES THE SERVICES OR ANY RELATED THIRD PARTY SERVICES AT ITS OWN RISK. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS DEVICES AS A RESULT OF USING THE SERVICES. INDUSFACE INC. MAKES NO WARANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SERVICES OR THESE TERMS.
Copyright and Intellectual Property
All content provided by Indusface Inc. in connection with the Services is protected under copyright law. Unless authorized in writing by Indusface Inc. or elsewhere in these Terms, Customer must not reproduce or distribute in any form, whether or not for commercial purposes, any part of the Services. Unless indicated otherwise, you may view, download, copy, and print Indusface Inc. documents from the Services, as long as such documents are for Customer's use only and are not posted, distributed, modified, including being defaced or remove copyright, trademark or other intellectual property ownership notices.
By agreeing to these Terms, Customer also agrees that Indusface Inc. may collect and use Customer personnel's personally identifying information in accordance with Indusface Inc.'s Privacy Statement (available at https://www.indusface.com/index.php/privacy-policy). Customer also agrees to make commercially reasonable efforts to avoid accessing or revealing private or personally identifying information using the Services, and to comply with any provisions of the Privacy Statement that may affect use of the Services. Indusface Inc.'s Privacy Statement is incorporated here by reference, and is subject to change from time to time at Indusface Inc.'s sole discretion.
In addition to registration information, Indusface Inc. may process and store certain information about your application and related infrastructure to provide Services and related support services. To improve its Services, Indusface Inc. may also upload information periodically from its installed infrastructure for providing Services, its usage or remove potentially unwanted files and use Service traffic to improve its data bases and develop or improve its services as effectively as possible. Indusface Inc. services are not designed to capture or retain any personal or private information. You agree that Indusface Inc. may (i) use uploaded data from installed Services to improve products and services; (ii) share data that has been identified as malicious or unwanted content with worldwide affiliates and security partners; (iii) use and disclose uploaded data for analysis or reporting purposes only if any such use, sharing or disclosure does not identify you or include any information that can be used to identify any individual person; (iv) share information about the possible breaches of the system, without identifying you or your systems; (v) declare on its web-site or other publicity material that you have been the customer or user of the Services, provided however, that such material shall not contain your name as the only name, unless authorized by you in writing; and (vi) have reasonable access to your systems for providing effectively the Services. Indusface Inc. reserves the title, ownership and all rights and interests to any intellectual property or work product resulting from its use and analysis of such information.
Grant of License to Us: We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or Websites or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You.
Unless You notify Us otherwise by an e-mail to email@example.com, You agree to grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our Websites and/or marketing collateral.
Provision of Services through Affiliate
Indusface, Inc., reserves its right to provide services either on its own or through one or more of its affiliates or related parties but nothing contained herein or provision of services of such affiliate shall establish any privity of contract or contractual relationship between the Customer and such affiliate or related parties and the recourse of the customer shall be exclusively to Indusface Inc.
Use of Interactive Services
Any forums, chat rooms, support tools or other interactive tools associated with the Services are intended as a tool to discuss computer security issues, generally available Indusface Inc. products, services, and other business and technical issues related to the use of the Services. The interactive services are not intended to register complaints and may not be used by Customer to solicit for business. Indusface Inc. does not normally screen or edit user content or monitor interactive services, except as necessary to provide technical and customer support, but reserves the right to do so in the future. Indusface Inc. is not responsible for any unintended or prohibited content.
Except as provided in Indusface Inc.'s Privacy Statement, Indusface Inc. and Customer agree, for a period of one (1) year following expiration or termination of the Services, to hold each other's Confidential Information in confidence and not to disclose it to any third party without the prior written consent of the disclosing party. The parties agree to use such Confidential Information of the disclosing party only for the purpose of performing the party's obligations under this Agreement. Further, the receiving party shall use the same degree of care it uses with respect to its own Confidential Information to prevent the unauthorized disclosure to a third party, but in no event less than reasonable care. Customer understands and agrees that Indusface Inc. may transfer the Customer data, which is gathered by the Services purchased by Customer, to Indusface Inc. data centres outside of Customer's nation for purposes of fulfilling Indusface Inc.'s obligations under these Terms. "Confidential Information" shall mean non-public, proprietary information including, without limitation, any information, technical data or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, processes, models, data, source code, object code, documentation, diagrams, flow charts, research, development, business plans or opportunities, business strategies, future projects or products, projects or products under consideration, procedures, and information related to finances, costs, prices, vendors, customers and employees which is disclosed by such party or on its behalf whether before, on or after the date hereof, directly or indirectly, in writing, orally, or by drawings or inspection of equipment or software, to the other party or any of its employees or agents. Customer agrees that the password or secret question used by Customer to access its account to receive Services shall be treated as Confidential Information. Customer agrees that the logos, trademarks or other identifying characteristics of Customer are not Confidential Information and that Indusface Inc. may identify Customer as a customer, provided that such reference does not include any Confidential Information. The obligations to protect Confidential Information under this Section shall not apply to information which: (a) is or becomes publicly known through no act or failure to act on the part of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (c) became rightfully known to the receiving party, without confidential or proprietary restrictions, from a source other than the disclosing party; (d) is approved by the disclosing party for disclosure without restriction; (e) is or was developed independently by the receiving party without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction; or (f) is required to be disclosed by law.
BILLING, PLAN MODIFICATIONS AND PAYMENTS
Subscription Charges: Except during Your free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance when You subscribe to the Service(s). Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans You choose and are payable in full until You terminate Your Account You will receive a receipt upon each receipt of payment by Us. You may also obtain a payment receipt from within the Service(s).
Payment methods: You may pay the Subscription Charges through Your credit card, or other accepted payment method as specified in a Form. For credit card payments, Your payment is due immediately upon Your receipt of Our invoice. You hereby authorize Us or Our authorized agents, as applicable, to bill Your credit card upon Your subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, Your payment is due within ten (10) days of Our invoice date unless otherwise stated in a Form.
Refunds: Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Service(s) by You.
Automatic Renewal: Customer agrees that subscription based Services will automatically renew at the end of each subscription period, at the then current list price for the Service, unless Customer sends notice of Customer's request that the Services not renew. Such notice of non-renewal must be sent to Indusface Inc. through the e-mail address firstname.lastname@example.org at least thirty (30) days prior to the end of Customer's current subscription period.
Upgrades and Downgrades: You may upgrade or downgrade within a Service Plan or between two Service Plans. You understand that downgrading may cause loss of content, features, or capacity of the Service(s) as available to You before downgrading Your Account. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on pro-rated basis and Your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, you will be offered a refund for the payment made for the subsisting month in the form of credits credited to Your Account. These credits will be offset against the new Subscription Charges payable in the subsequent months.
Use of third party service:
We may use a third-party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in Your credit card or other payment account information, either by updating Your Account or by e-mailing Us at email@example.com.
Customer is in breach of this agreement if Customer fail to pay any amount owed to Indusface Inc. when due, subject to a 10, or Customer fails to comply with these Terms. Unless otherwise stated, fees for Services are due in advance and subject to payment terms in the invoice(s) for the Services, which are incorporated into these Terms by reference. If Customer is in default, Indusface Inc. may take any or all of the following actions to remedy the default and protect its interests: (a) declare all unpaid monies immediately due and payable; (b) Terminate Services; (c) terminate the Services; (d) take any other lawful action Indusface Inc. may deem appropriate to enforce your obligations under these Terms. Customer agrees to pay costs and reasonable attorney's fees Indusface Inc. may incur enforcing its rights under this agreement.
Customer shall pay all sales and other taxes, however designated, which are levied or imposed by reason of the transactions contemplated hereby, except for taxes based on Indusface Inc.'s net income, but including the taxes which would be levied, imposed or charged subsequent to subscribing to the Service but effective in respect to the Services subscribed. Indusface Inc. reserves its right to recover such sums at any time during the period of providing Services or after its Termination and non-payment of such taxes by the Customer shall amount to Breach of the Agreement, entitling Indusface Inc. to remedies detailed under the heading "Breach" hereinabove.
Customer agrees to indemnify, hold harmless, and defend Indusface Inc. its officers, directors, employers, agents, suppliers, licensors, and third party information providers, or other related parties and affiliates of Indusface Inc. parties from and against all losses, damages, costs, and attorney's fees ("Claims") resulting from violation of these Terms or any action, whether intentional, malicious, inadvertent, wrongful or negligent, related to Customer's account, Customer's use of the Services or any other person or persons who uses Customer's user account. Indusface Inc. does NOT indemnify Customer against such Claims made against Customer by others as a result of Customer's use of the Services.
Limitation of Liability
Customer expressly agrees that Indusface Inc. shall have no liability or obligation, whether arising from contract, tort, warranty, or otherwise, for any loss of revenue, profit, data, use of money, use of time, or for any incidental, consequential, special, or indirect damages, foreseen, foreseeable, unforeseeable, or otherwise, arising from your use of the Services, to the extent allowed by law. This limitation applies to all claims or causes of action including but not limited to those arising from Service availability, your access and use of third party services, content or software, or any other matter relating to the Services. Customer agrees that Indusface Inc.'s liability for all causes of actions relating to these Terms and any matters relating to Indusface Inc.'s delivery of, or Customer's use of the Services shall not exceed the monies paid to Indusface Inc. for the Services in the 12 months preceding the proper service of the cause of action.
Modification of Terms and Services
Indusface Inc. reserves the right to modify these Terms from time to time. The modified Terms will be posted on this page. Customer should check here from time to time for updates. Customer agrees that its use of the Services after such a change will be deemed full and adequate acceptance of the modified Terms. Indusface Inc. also reserves the right to modify, discontinue or make temporarily unavailable the Services. Any new or modified features of the Services, unless explicitly stated otherwise, are subject to these Terms.
CONSENT TO ELECTRONIC COMMUNICATIONS.
Indusface Inc. may be required to send you legal notices and other communications about the Services or our use of the information you provide us ("Communications"). Indusface Inc. will send Communications via in-product notices or via email to your registered email address, or will post Communications on its Sites. By accepting this Agreement, you consent to receive all Communications through these electronic means only and acknowledge and demonstrate that you can access Communications on Sites.
Customer acknowledges that these Terms with the Indusface Inc.'s Privacy Statement constitute the entire agreement between Customer and Indusface Inc. Customer agrees that these terms supersede any prior agreements or statements made verbally or in writing.
Customer agrees that if any term in this agreement is deemed to be invalid, unlawful or unenforceable for any reason, all other terms shall remain in force.
These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to the Terms or Your access to or use of the Service(s).
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in San Francisco, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. ANY ARBITRATION UNDER THESE TERMS SHALL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ACTION AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Waiver of Rights
Customer agrees that the only way to waive rights under these Terms is explicitly and in writing. Any failure to enforce any right under this agreement will not waive that right
Term and Termination
Customer agrees that the agreement under these Terms shall remain in effect for as long as Customer subscribes to, renews, or uses the Services. Customer agrees that this agreement can only be terminated by Customer after Customer has stopped using the Services and have paid all monies owed to Indusface Inc. Customer agrees that Indusface Inc. can terminate this agreement at any time with or without cause, if Indusface Inc. has reason to believe that Customer is violating the Terms in any way, or if the Service is permanently discontinued. Each renewal of Services shall again be subject to these or modified Terms in effect at the time of renewal.