TERMS OF SERVICE

DATA STORAGE AND MANAGEMENT 

 

1. SERVICES
1.1. Provider agrees to provide data storage and software services ("Services") to Client in  accordance with the terms and conditions of this Agreement. 

1.2. The Services shall include, but are not limited to, the storage, backup, and retrieval of  electronic data provided by Client. 

2. TERM
2.1. This Agreement shall commence on the Effective Date and shall continue for a period  of                               ("Initial Term"), unless terminated earlier in accordance with the  provisions of this Agreement. 

2.2. Upon expiration of the Initial Term, this Agreement shall automatically renew for  successive periods of 12 months ("Renewal Term") unless either party provides written  notice of non-renewal at least 30 Days prior to the end of the then-current term. 

3. FEES
3.1. Client agrees to pay Provider the fees for the Services as set forth in the attached  Schedule A ("Fees"). 

3.2. Fees shall be invoiced Monthly in advance and shall be due and payable within 30  days from the date of invoice.

3.3. Provider reserves the right to suspend or terminate the Services in the event of non payment of Fees by Client. 

4. DATA SECURITY 
4.1. Provider agrees to implement commercially reasonable measures to safeguard the  security and confidentiality of Client's data stored on Provider's systems. 

4.2. Provider agrees not to disclose Client's data to any third party without the prior  written consent of Client, except as required by law. 

4.3. Client acknowledges and agrees that Provider may access Client's data as necessary  to provide the Services and to perform maintenance and support activities. 

5. OWNERSHIP OF DATA
5.1. Client retains all rights, title, and interest in and to the data stored on Provider's  systems. 

5.2. Provider shall have no ownership interest in Client's data. 

6. LIMITAION OF LIABILITY
6.1. In no event shall either party be liable to the other party for any indirect, incidental,  consequential, special, or punitive damages, including but not limited to lost profits, arising  out of or in connection with this Agreement, whether or not such damages were  foreseeable and whether or not the party was advised of the possibility of such damages. 

6.2. Provider's total liability under this Agreement shall not exceed the total fees paid by  Client to Provider during the  given period immediately preceding the event giving rise to the liability. 

7. TERMINATION
7.1. Either party may terminate this Agreement upon written notice to the other party in the  event of a material breach of this Agreement by the other party, provided that the  breaching party fails to cure such breach within 30 days following receipt of written notice  thereof. 

7.2. Upon termination of this Agreement for any reason, Provider shall promptly return or  destroy all Client data in its possession or control, unless otherwise instructed by Client in  writing. 

8. GOVERNING LAW
8.1. This Agreement shall be governed by and construed in accordance with the laws of  the state of Delaware. 

9. ENTIRE AGREEMENT
9.1. This Agreement, including any schedules attached hereto, constitutes the entire  agreement between the parties with respect to the subject matter hereof and supersedes  all prior and contemporaneous agreements and understandings, whether written or oral,  relating to such subject matter. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date listed in the order form.

 

PEN TESTING

1. STEELDOME LLC. SERVICES AND RESPONSIBILITIES

Scope SteelDome services include scanning and related analysis for which we use various techniques and software tools. We strive to achieve excellence without negative impacts to Customer systems but can’t guarantee we’ll identify all security issues and vulnerabilities or correctly measure the overall security posture and quality of Customer IT Systems or that we won’t damage systems. Our Services don’t include a review to detect criminal activity, nor do we identify, address, or correct errors or defects in Customer's IT Systems. Subscribing to SteelDome’s Service does not mean Customer IT Systems are secure from every form of attack.

Commercially Reasonable Efforts We will make commercially reasonable efforts to ensure Services are accessible and functional on a continuous basis, with exception of scheduled maintenance periods, and in accordance with the Service Availability terms set forth below. Services may be inaccessible or inoperable due to equipment malfunctions, unscheduled maintenance or repairs, or causes beyond SteelDome’s reasonable control or not reasonably foreseeable, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

Third-Party Services Features of our Services and Website may allow you to interface or interact with, access, and use compatible third-party services, products, technology, websites, and content. SteelDome is not responsible for compatibility issues, errors, or bugs in our Services and Website or third-party services caused in whole or in part by third-party services or updates or upgrades thereto; Customers are responsible for maintaining third-party services and obtaining licenses and consent necessary for use of third-party Services in connection with the Services.

Service Availability If our Service availability falls below 99.95% in a given month, Customers may apply for a Service Credit within thirty (30) days following the calendar month in which the Service availability fell below the standard. To apply, Customer will provide a detailed description of the incident in a Customer Support case. This is the only remedy for our failure to meet our Service availability standard; credits are not available for amounts that exceed 100% of Customer’s monthly Service fee. Once validated, Service Credit will be applied to Customer’s next payment period.

Service Availability Standard Service Credit for the Month for Validated Incident
99.95% or above None
99% to 99.94% 10%
95% to 98.99% 25%
Less than 95% 100%

Feedback and License We welcome suggestions, comments, and feedback regarding our Services and Website via email at info@steeldomecyber.com. You grant to us a non-exclusive, perpetual, irrevocable, royalty-free license to post your company logo on our Website, and to use feedback from our Website or Services which shall be treated as Aggregate Data and therefore not attributed to Customer, for all purposes, including testing, development, maintenance, and Service improvement.

2. CONTENT OWNERSHIP

Ours We own and reserve all right, title, and interest to our Services and Content, including our intellectual property rights. We also maintain the ability to use and disclose general know-how, experience, concepts, and ideas, including methodologies for discovering and identifying vulnerabilities or weaknesses that we obtain in connection performing our obligations.

Use of our Software and Content. SteelDome hereby grants Customer a limited, nonexclusive, royalty-free, worldwide license to its Content for the sole purpose of using the Subscription-based software and Content and a perpetual, irrevocable license to use any data, reports, analysis or other Content that results from Customer’s use of the software. SteelDome represents that Customer’s use of our software or Content will not violate the law or cause a breach of any agreement between us and a third party.

Yours You own your User and Customer Content and Materials. You represent that you have all applicable consent and permission for us to collect, store, disclose, process and use any third-party data, including personal data, and that SteelDome’s use, collection, storage, disclosure, and processing of third-party data, including personal data in connection with the Services and Website will not infringe any third-Party rights, or violate law, policy, rule or regulation (including privacy and cybersecurity).

Use of Customer Data and Materials Customer grants SteelDome a limited, non-exclusive license to Customer Data and Materials to provide support to Customer under the Agreement. Customer Data and Materials will be segregated from all other SteelDome customers and used solely to manage and improve the Service provided to Customer, in accordance with the limitations in this Agreement. Customer will provide notice and maintain rights for access to collection, processing, storage, disclosure and use of Customer Materials and represents that our use of Customer Materials will not violate the law or cause a breach of any agreement between Customer and a third party.

3. CUSTOMER AND INDIVIDUAL USER RESPONSIBILITIES

Backup Customer has responsibility for protection and backup of data and equipment used with its IT Systems and will respond as though a real security penetration has occurred if activity from the Service is detected in the Customer systems, or systems monitoring Customer systems.

Third Parties Customer is responsible for Customer Systems and third-party fees related to use of the Software and website. Each party represents that it has the lawful authorization required for the Services and Website.

Authority Each party warrants that it has the right to enter into this valid and binding Agreement and authorize performance of both internal penetration testing and external penetration testing on assets defined by Customer, and Customer warrants that you have the authority to permit the Service to be performed on the data, software, hardware, networks, and other systems to which Customer grants the Services access in connection with this Agreement. Customer is responsible for accurately defining the scope of the Services for both internal and external testing. Customer also represents and warrants that you have the authority to permit the penetration testing on the data, software, hardware, networks, and other systems.

License to Software If Customer purchases a subscription to SteelDome’s software-based Services (a “Subscription”), SteelDome grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the software solely for the purpose of receiving the Subscription.

Acceptable Use Customer may not use the Services in any manner that could damage, disable, overburden, or impair SteelDome’s systems, networks, Services, or Website or interfere with any other party’s use of the Service or Website. Customer may not attempt to gain unauthorized access to any other SteelDome systems, networks, Services, or Website.


4. CONFIDENTIALITY

Obligations Each party (the “Recipient”) must: (i) keep the other party’s (the “Discloser”) Confidential Information confidential and not disclose it to any third party without the Discloser’s prior written consent; and (ii) use the Confidential Information only to exercise its rights and fulfill its obligations under this Agreement. The Recipient may disclose Confidential Information to its personnel and subcontractors on a need-to-know basis, provided that the Recipient ensures such personnel and subcontractors are bound by written obligations of confidentiality consistent with this Agreement.

Exceptions The Recipient’s obligations of confidentiality do not apply to information that the Recipient can demonstrate: (i) was rightfully in the Recipient’s possession before receipt from the Discloser; (ii) is or becomes public knowledge through no fault of the Recipient; (iii) is rightfully received by the Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information.

5. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Mutual Representations and Warranties Each party represents and warrants to the other party that it has the legal power and authority to enter into this Agreement and to perform its obligations under this Agreement.

Disclaimer SteelDome makes no warranties regarding our services and Website; our Services and Website are provided “as is” and “as available.” To the maximum extent permitted by applicable law, we disclaim all warranties, whether express, implied, statutory or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, SteelDome makes no warranty of any kind that the Services or Website, or any products or results of the use thereof, will meet customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free.

6. LIMITATIONS OF LIABILITY

Consequential Damages In no event will either party or its affiliates, licensors, suppliers or contractors, or their respective employees, officers, directors, agents or representatives, be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any kind, including, but not limited to, loss of use, data, revenue, profits or business opportunities, however caused, regardless of the theory of liability, whether in contract, tort, strict liability or otherwise, arising out of or in any way connected with this agreement or the use of or inability to use the services or website.

Cap on Liability In no event will either party’s aggregate liability arising out of or related to this agreement exceed the total amount paid by customer hereunder for the services giving rise to the liability during the twelve (12) month period immediately preceding the event giving rise to such liability.

7. TERMINATION

Termination Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Effect of Termination Upon termination of this Agreement for any reason: (i) all rights and licenses granted to Customer under this Agreement will immediately terminate; (ii) Customer will immediately cease all use of the Services and Website; (iii) each party will return and make no further use of the other party’s Confidential Information; and (iv) all terms of this Agreement that by their nature are intended to survive termination will survive.

8. GENERAL

Force Majeure Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

Governing Law and Jurisdiction This Agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services or Website will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Entire Agreement This Agreement, together with all attachments, schedules, exhibits, and orders entered into between the parties pursuant to this Agreement, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Amendment This Agreement may be amended or modified only in a writing signed by both parties.

Assignment Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SteelDome. Any purported assignment or delegation in violation of this Section will be null and void.

Waiver No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

9. CONTACT INFORMATION

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date stated in the order form.