Subscription & License Agreement
Welcome to CybrogenIT! This Subscription and License Agreement (“Agreement”) governs your use of the CybrogenIT Managed IT, Cybersecurity Monitoring System, and Cybersecurity Insurance (collectively, the “Service”) and any associated software (the “Software”). By purchasing the Service, you (“Customer”) agree to be bound by the terms and conditions of this Agreement.
This Agreement forms a legally binding agreement between you and CybrogenIT, LLC (“CybrogenIT”). If this Agreement pertains to an upgrade or update to a previous version of a Service or Software, the terms of this Agreement shall govern all prior use of such Service or Software.
1. Definitions
1.1 “Services” means the managed IT and cybersecurity services provided by CybrogenIT, as described in the applicable Service Order.
1.2 “Software” means the software applications provided by CybrogenIT to the Customer as part of the Services.
1.3 “Service Order” means the document executed by the parties that describes the specific Services to be provided to the Customer.
2. Subscription and License
2.1 Subscription. By purchasing the Service, the Customer subscribes to the Services for a term of one (1) year (the “Initial Term”), commencing on the date of purchase.
2.2 License Grant. Subject to the terms and conditions of this Agreement, CybrogenIT grants the Customer a non-exclusive, non-transferable, and limited license to use the Software solely for the purpose of receiving the Services.
2.3 License Restrictions. The Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) remove any proprietary notices or labels from the Software; or (d) use the Software in any manner not expressly authorized by this Agreement.
3. Fees and Payment
3.1 Subscription Fees. The Customer agrees to pay the subscription fees set forth in the applicable Service Order (the “Fees”) for the Initial Term. All Fees are due and payable in advance on the date of purchase and annually thereafter.
3.2 Late Payment. Any payment not received within thirty (30) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
3.3 Taxes. The Customer shall be responsible for all taxes, duties, and other governmental charges (collectively, “Taxes”) imposed in connection with the Services, excluding taxes based on CybrogenIT’s net income.
4. Term and Termination
4.1 Term. This Agreement shall commence on the date of purchase and shall continue for the Initial Term. Thereafter, this Agreement shall automatically renew for additional one (1) year terms (each a “Renewal Term”), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term or the then-current Renewal Term.
4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving notice thereof.
4.3 Effect of Termination. Upon termination of this Agreement for any reason, the Customer shall immediately cease all use of the Software and return or destroy all copies of the Software in its possession. CybrogenIT shall have no obligation to refund any Fees paid by the Customer.
5. Confidentiality
5.1 Confidential Information. Each party agrees to treat all non-public information disclosed by the other party (“Confidential Information”) as confidential and to use such Confidential Information only for the purposes of performing its obligations under this Agreement.
5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction on use or disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or regulation.
6. Indemnity
6.1 Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless CybrogenIT and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with the Customer’s use of the Services or Software, breach of this Agreement, or violation of any law or the rights of any third party.
7. Warranties and Disclaimers
7.1 CybrogenIT Warranties. CybrogenIT warrants that the Services will be performed in a professional and workmanlike manner and in accordance with industry standards.
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND CYBROGENIT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
8.1 Limitation on Direct Damages. IN NO EVENT SHALL CYBROGENIT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY THE CUSTOMER TO CYBROGENIT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Dispute Resolution
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
9.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Tampa, Florida.
9.3 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent or enjoin the misappropriation, misuse, or infringement of its intellectual property rights.
10. Miscellaneous
10.1 Entire Agreement. This Agreement, together with the applicable Service Order, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral, with respect to the subject matter hereof.
10.2 Amendments. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.
10.3 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth above.
10.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be enforced. No waiver shall be deemed a waiver of any subsequent breach.
10.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, and labor disputes.
10.7 Assignment. The Customer may not assign its rights or delegate its duties under this Agreement without the prior written consent of CybrogenIT. CybrogenIT may assign this Agreement without the consent of the Customer.
By purchasing the Service, you agree to be bound by the terms of this Agreement.
Cyber Insurance Terms & Conditions
Introduction
This Terms & Conditions document (the “Agreement”) sets forth the terms and conditions under which CybrogenIT, LLC (“CyborgenIT”) will provide cyber insurance to its customers (“Customer”). By purchasing and utilizing CybrogenIT’s cyber insurance, the Customer agrees to comply with these terms and conditions to qualify and maintain coverage.
1. Definitions
1.1 “Cyber Insurance” refers to the insurance policy provided by CybrogenIT that covers certain cyber-related incidents as defined in the policy.
1.2 “Managed IT and Cybersecurity Services” means the IT and cybersecurity services provided by CybrogenIT to the Customer.
1.3 “Cyber Score” is a numerical representation of the Customer’s cybersecurity posture, with a score of 85/100 being the minimum required for insurance qualification.
1.4 “Cyber Education” refers to the training programs provided by CybrogenIT that educate employees on cybersecurity best practices.
1.5 “Phishing Simulations” are tests conducted by CybrogenIT to assess employees’ ability to recognize and respond to phishing attempts.
1.6 “Cyber Protocols” are the set of rules and procedures implemented by CybrogenIT to protect the Customer’s IT environment.
2. Cyber Insurance Packages
2.1 Available Packages. CybrogenIT offers three cyber insurance packages:
- $250,000 Coverage
- $500,000 Coverage
- $1,000,000 Coverage
2.2 Coverage Details. In the event of a breach, the cyber insurance will cover:
- Incident Response Costs: Costs associated with responding to a cyber incident, including forensic investigation and legal expenses.
- Data Recovery Costs: Costs to restore and recover data compromised during the breach.
- Notification Costs: Costs for notifying affected individuals and regulatory bodies.
- Public Relations Costs: Costs to manage public relations and mitigate reputational damage.
- Regulatory Fines and Penalties: Coverage for fines and penalties imposed by regulatory bodies due to non-compliance.
- Business Interruption Losses: Compensation for loss of income and extra expenses incurred during the downtime caused by a cyber incident.
- Extortion Payments: Payments made in response to ransomware attacks and other forms of cyber extortion.
- Legal Defense Costs: Costs to defend against legal claims arising from the cyber incident.
3. Eligibility and Maintenance of Cyber Insurance
3.1 Cyber Score. The Customer must maintain a cyber score of at least 85/100. Failure to maintain this score will result in the voiding of the cyber insurance coverage.
3.2 Use of Services. The Customer must utilize CybrogenIT’s Managed IT and Cybersecurity Services. Opting out of these services will void the cyber insurance coverage.
3.3 Employee Education and Testing. All employees must pass CybrogenIT’s cyber education programs and phishing simulations. Specific requirements include:
- Passing all cyber education programs.
- Passing all phishing simulations.
- If an employee fails a phishing simulation, they must complete the phishing training within 48 hours. Failure to do so will void the cyber insurance.
- If an employee fails any cyber testing or simulation more than five (5) times, the cyber insurance will be voided.
3.4 Compliance with Protocols. The Customer must follow all cyber protocols implemented by CybrogenIT. This includes:
- Ensuring that all devices follow IT protocols for updates and reboots.
- Using only endpoints managed by CybrogenIT. If a breach occurs due to an unmanaged device, the insurance will be voided.
4. Additional Protocols
4.1 Incident Reporting. The Customer must report any suspected or actual cyber incidents to CybrogenIT immediately upon discovery.
4.2 Regular Audits. The Customer agrees to undergo regular cybersecurity audits conducted by CybrogenIT to ensure compliance with the terms of this Agreement.
4.3 Endpoint Security. All endpoints used by the Customer must have endpoint security software installed and managed by CybrogenIT.
4.4 Network Security. The Customer must ensure that their network security settings comply with CybrogenIT’s standards, including firewall configurations and intrusion detection systems.
4.5 Access Controls. The Customer must implement access controls as specified by CybrogenIT, including multi-factor authentication (MFA) for all users accessing sensitive data or systems.
5. Termination
5.1 Termination by CybrogenIT. CybrogenIT reserves the right to terminate the cyber insurance coverage if the Customer fails to comply with any terms outlined in this Agreement.
5.2 Termination by Customer. The Customer may terminate this Agreement by providing written notice to CybrogenIT. Termination by the Customer will result in the immediate cessation of cyber insurance coverage.
6. Confidentiality
6.1 Confidential Information. Both parties agree to keep all non-public information confidential and use it only for purposes related to this Agreement.
6.2 Exceptions. Confidential information does not include information that is publicly available, rightfully received from a third party, independently developed, or required to be disclosed by law.
7. Indemnity
7.1 Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless CybrogenIT from any claims, liabilities, damages, losses, and expenses arising from the Customer’s breach of this Agreement, use of the Services, or violation of any law or third-party rights.
8. Limitation of Liability
8.1 Limitation on Direct Damages. CybrogenIT’s liability shall not exceed the amount paid by the Customer for the cyber insurance during the twelve (12) months immediately preceding the claim.
8.2 Exclusion of Consequential Damages. CybrogenIT shall not be liable for any indirect, incidental, special, or consequential damages arising from the Customer’s use of the Services or breach of this Agreement.
9. Dispute Resolution
9.1 Governing Law. This Agreement shall be governed by the laws of the State of Florida.
9.2 Arbitration. Any disputes arising under this Agreement shall be resolved through binding arbitration in Tampa, Florida, in accordance with the rules of the American Arbitration Association.
9.3 Injunctive Relief. Either party may seek injunctive relief in any court of competent jurisdiction to prevent unauthorized use or disclosure of its confidential information.
10. Miscellaneous
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
10.2 Amendments. Any amendments to this Agreement must be in writing and signed by both parties.
10.3 Notices. Notices under this Agreement shall be in writing and delivered by certified mail, return receipt requested, or by overnight courier.
10.4 Waiver. No waiver of any term or condition of this Agreement shall be deemed a waiver of any subsequent breach.
10.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond their reasonable control, including acts of God, natural disasters, and labor disputes.
10.7 Assignment. The Customer may not assign this Agreement without the prior written consent of CybrogenIT. CybrogenIT may assign this Agreement at its discretion.
By purchasing CybrogenIT’s cybersecurity solutions, you agree to the terms and conditions outlined in this Agreement.