Cyesec Ltd. and its affiliates, (“CYE“) provides a cybersecurity platform and related services. These Terms and Conditions (“Terms“) govern your access and use of Products and Related Services. Customer means a user of the Products and Related Services, whether as an entity or an employee assigned by such entity to use the Services. Changes may be made to these Terms from time to time. Customer’s continued use of the Products and Related Services will be deemed acceptance to amended or updated terms.
1. Technology Products and Related Services.
CYE will provide the Customer with the cybersecurity solutions as may be set forth from time to time in a quote (each, a “Quote”) that refers to this Agreement and is agreed in writing and executed by both Parties (the “Products and Related Services”). The Products and Related Services are provided using the proprietary technology and solutions of CYE, which technology and Products and Related Services shall remain the sole and exclusive property of CYE. All services provided by CYE, including the Products and Related Services, are subject to the Services Authorization and Consent attached hereto as Appendix A. Each such Quote shall be subject to the terms and conditions of this Agreement. CYE may from time to time, as may be required by technological or commercial circumstances, revise its operational deliverables or service commitments in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Products and Related Services and Customers’ use of the Products and Related Services. The Quote may restrict the use of certain software or services to specific assets or domains, in which event Customer shall only apply such software or services to such specifically listed assets and domains.
2. Fees.
The consideration payable by Customer in respect of the Products and Related Services shall be set forth in the applicable Quote (“Fees”). CYE shall invoice Customer as set forth in the applicable Quote and Customer shall make payment as set forth therein. Except to the extent set forth otherwise in the applicable Quote, CYE shall provide Customer with a digital invoice via email in respect of the Fees and Customer shall make payment of each invoice, all as set forth in the applicable Quote. All fees are nonrefundable. All consideration is exclusive of applicable VAT, sales, use, withholding taxes, and other taxes, unless stated otherwise in the applicable Quote. Customer shall not withhold any amounts from amounts payable to CYE. Late payments shall bear interest at the lower of a rate of 1.5% per month or the maximum amount permitted under applicable law. Customer is responsible for all collection costs incurred by CYE in connection with past due invoices. If any Quote requires equipment, production, travel and out-of-pocket expenses to complete the project, CYE will abide by and invoice Customer.
3. Confidentiality.
Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). All non-public information in respect of the technology and Products and Related Services of CYE shall be deemed the Confidential Information of CYE. As between the parties, all data collected by the Products and Related Services in respect of the systems and devices of Customer, and any reports analytics or recommendations provided by CYE to Customer in respect of such data (“Deliverables”), shall be deemed the Confidential Information of Customer. Notwithstanding the foregoing, CYE may retain archival copies of any Deliverables. Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or as required by applicable law or in cooperation with a bonafide law enforcement investigation, provided that the receiving party shall provide the disclosing party with prompt written notice of such legal disclosure requirement and shall cooperate with the disclosing party as necessary to challenge or minimize such disclosure requirement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. CYE may process all data on a global basis (including outside the European Economic Area) by CYE and its affiliates and subcontractors. CYE will store, process and transfer all data only in compliance with applicable law and its privacy policy, as may be updated or amended from time to time.
4. Proprietary Rights.
As between the Parties, each party shall retain all right, title and interest in and to its respective intellectual property rights. CYE retains all right, title and interest in all know-how, technology and software used to provide the Products and Related Services, including any information regarding attack methods and vulnerabilities to which CYE may have access as a result of providing the Products and Related Services. If CYE shall provide Customer with any software license, the details of such license shall be set forth in the agreed Quote. Except as may be expressly set forth in the applicable Quote, Customer does not have any rights to use the technology and software of CYE, and no licenses to such technology or software are granted by estoppel or by implication. If Customer shall provide CYE with any feedback concerning the Products and Related Services, any technology or software, or any Deliverables, CYE may use such feedback without obligation to the Customer. No licenses are granted by estoppel or by implication. Customer retains all right, title and interest in all Deliverables. CYE may use all such Deliverables in order to provide the Products and Related Services hereunder to Customer. CYE may use Deliverables, to improve the Products and Related Services and may use and disclose statistics regarding vulnerabilities and security issues, all provided that at no time may CYE disclose the identity of Customer and provided that the identity of Customer cannot be reasonably ascertained. Products and Related Services may integrate with or provide access to third-party services, applications, or content (“Third-Party Integrations”). By using such integrations, Customer acknowledges and agrees that such Third-Party Integrations are provided for Customer’s convenience and are operated independently from CYE. CYE does not own, control, or assume responsibility for any third-party services or their availability. CYE does not make any warranties or representations regarding the security, functionality, or performance of Third-Party Integrations. Your use of such services is at your own risk.
5. Restrictions.
Customer will use the Products and Related Services only for its internal business purposes. Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of CYE’s technology or software used to provide the Products and Related Services (the “CYE Technology”) ; (b) modify, translate, or create derivative works based on the CYE Technology, (c) use the Products and Related Services or CYE Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party, (d) circumvent any security control or access mechanism of the Products and Related Services or CYE Technology (e) make any use of the CYE Technology except as may be expressly agreed otherwise in writing by the Parties, including in an agreed Quote or (f) copy and distribute copies of CYE Technology to the public. Customer will not use the Products and Related Services for unlawful, obscene, offensive or fraudulent activity, and will not use the Products and Related Services to interfere with the integrity or security of any network or system, to evade filters, to send unsolicited or harmful messages or any viruses or other harmful code. Customer may not use the Service to violate third party rights.
6. Warranties.
- Each the Customer and CYE represents and warrants that (i) it is duly organized and validly existing under the jurisdiction of its organization and has full authority to enter into this Agreement and to carry out its obligations hereunder, (ii) its obligations under this Agreement do not and will not conflict with or violate or breach the terms or conditions of any other arrangement, agreement and/or commitment to which it is a party to or by which it is now bound or may be bound in the future. It is Customer’s responsibility to ensure that the receipt of the Products and Related Services hereunder do not conflict with any applicable law or regulation.
- CYE represents and warrants that (i) it has the necessary experience, expertise and capability to carry out its obligations and undertakings under this Agreement; (ii) when providing Products and Related Services, it shall comply with all applicable laws and regulations of each country, state or other jurisdiction in which it operates. In addition, CYE represents and warrants that: (a) to the best of its knowledge, the Products and Related Services do not infringe the intellectual property rights of any third party and (b) CYE uses industry standard security precautions to secure any of Customer’s data held by CYE. Except as expressly stated herein, CYE makes no warranties, and CYE disclaims all implied or statutory warranties, including without limitation any implied or statutory warranties of merchantability, fitness for a particular purpose or non-infringement. CYE does not warrant that the Products and Related Services will detect all security incidents or breaches, and CYE does not warrant that the use of the Products and Related Services will prevent all breaches of Customer’s system. CYE is not a backup data service, and Customer is responsible for creating backups of any data provided by CYE. CYE cannot guarantee that use of the Products and Related Services will prevent all data breaches and all hacking attacks.
- The Quote may require the provision by Customer of specified scan information (such as the applicable domains or IP addresses), in which event Customer represents that it is authorized to provide such information ,has and obtained all necessary consents and has all necessary rights to authorize the provision of the Services with respect to such domains or IP addresses. The provision of the Services is conditioned upon Customer’s timely provision of such scan information. Customer shall provide CYE with all reasonable cooperation in relation to the applicable Quote, and shall comply in a timely and efficient manner, and be responsible and liable for compliance with this Agreement and the applicable Quote. In the event of any delays by the Customer, CYE may adjust any agreed timetable or delivery schedule as reasonably necessary.
7. Vulnerability Assessments and Penetration Tests.
In the event the Quote scope includes vulnerability assessments or penetration tests against this organization’s assets, Customer hereby authorizes CYE to assess its security stance periodically by conducting vulnerability assessments and penetration testing. These activities may involve scanning the Customer’s desktops, laptops, servers, network elements, and other computer systems owned by the Customer on a regular, periodic basis to discover vulnerabilities present on these systems. Only with knowledge of these vulnerabilities can CYE apply security fixes or other compensating controls to improve the security of our environment. CYE shall make commercially reasonable efforts to limit all assessments and testing to the networks, systems, and software within the authorized scope of work. Customer declares that (i) Customer owns or has a valid license to the systems to be tested and allows CYE to perform application security verification activities, (ii) Customer has created a full back-up all systems to be tested and has verified that the backup procedure will enable Customer to restore systems to their pretest state, (iii) the service necessarily involves the use of network tools and techniques designed to detect security vulnerabilities, and that it is impossible to identify and eliminate all the risks involved with the use of these tools and techniques, (iv) Customer understands that CYE cannot guarantee that networks, systems, software and data outside of scope shall not be accessed, and CYE’s services may potentially negatively impact Customer’s networks, systems, and software and (v) Customer understands that CYE may maintain records (which may include screenshots and audiovisual evidence) of its activities, and such records may contain personal information.
8. Limitation of Liability.
Neither CYE nor its affiliates or suppliers shall have any liability hereunder or for the provision of the Products and Related Services for any indirect, consequential, incidental or punitive damages. The aggregate liability of each of CYE, its affiliates and their suppliers hereunder for the provision of the Products and Related Services shall not exceed amounts actually received by CYE pursuant to the applicable Quote. CYE does not warrant that the Products and Related Services will detect or prevent all breaches and attacks. As such, CYE shall have no liability for cybersecurity incidents, third party hacking attempts, viruses, malware and denial of service attacks. In the event of any loss or corruption of any data associated with the services, CYE will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by CYE. Subject only to the foregoing, CYE will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of any data.
9. Non-Solicitation.
During the Term, and for a period of 24 months thereafter, neither Customer nor its affiliates will engage, whether directly or indirectly, in any capacity whatsoever, whether independently or as an employer, contractor or otherwise, through any corporate body and/or with or through others, CYE’s employees, contractors or other associates without written approval of CYE.
10. Term and Termination.
- Term. This Agreement is entered into as of the Effective Date, and shall remain in full force for the longer of (i) a period of five (5) years and (ii) the period of time set forth in any Quote in force (the “Term”), unless otherwise terminated in accordance with this Section. The Parties may terminate a Quote to the extent set forth in such Quote.
- Termination for Cause. Either party may terminate this Agreement for “Cause”, immediately upon written notice at any time (i) if the other party is in material breach of any term of this Agreement and/or the applicable Quote, and fails to cure that breach within thirty (30) days after receipt of a written notice requiring it to do so; or (ii) if the other party ceases to operate as a going concern, makes an assignment for the benefit of its creditors, makes a general arrangement with its creditors concerning any extension or forgiveness of any of its secured debt, becomes bankrupt or insolvent, suffers or seeks the appointment of a receiver to the whole or any material part of its business, takes any action to liquidate or wind up the whole or any material part of its business, or is found subject to any provisions of any bankruptcy code concerning involuntary bankruptcy or similar proceeding, and such assignment, arrangement, insolvency, liquidation, windup, or bankruptcy is not cancelled within sixty (60) days.
- Effect of Termination. Upon the expiration or termination of this Agreement for any reason, CYE shall cease providing the Products and Related Services and Customer shall be required to pay CYE all Fees for Products and Related Services provided prior to the expiration or termination of his Agreement. CYE may destroy all of Customer’s Confidential Information upon termination, provided that CYE shall have no obligation to destroy statistical information created by CYE.
- Survival. The obligations and rights of the parties as set forth in Sections 2 (Fees), 3 (Confidentiality), 4 (Proprietary Rights), 5 (Restrictions), 7 (Vulnerability Assessments and Penetration Tests), 8 (Limitation of Liability), 9 (Non-Solicitation), this Section 10.4 (Survival), 11 (Independent Contractors), 12 (Public Reference), 14 (Governing Law and Jurisdiction), and 15 (General) of this Agreement shall survive and remain in full force and effect following the termination of this Agreement.
11. Independent Contractor.
For all purposes of this Agreement and the Products and Related Services each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. Neither party has any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party.
12. Public Reference.
CYE may (i) use the Customer’s logo and name as a public reference in sales and marketing materials across CYE’s market channels, (ii) create case studies, including in form of a video or written collateral land (iii) subject to the Customer’s prior consent CYE may refer prospects and industry analysts to the Customer.
13. Force Majeure.
Neither Party shall be liable for any delay or non-performance of any covenant contained herein nor shall any such delay or non-performance constitute a default hereunder, or give rise to any liability or damages if such delay or non-performance is caused by an event of “force majeure.” The term “force majeure” means events beyond the reasonable control of such party and which by the exercise of reasonable diligence such party is unable to prevent. Notwithstanding the foregoing, either party may terminate this Agreement upon written notice to the other Party without penalty or liability to the other party in the event an event of force majeure persists or impairs or delays a party’s performance hereunder for a three (3) month period.
14. Governing Law and Jurisdiction.
The applicable governing law provision is based on the CYE entity that executed the Quote:
CYE USA Inc.: This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles relating to conflict of laws. The competent courts of the State of Delaware shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
Cyesec UK Limited: This Agreement shall be governed by and construed under the laws of the State of England and Wales, without reference to principles relating to conflict of laws. The competent courts of London, England shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
Cyesec Ltd.: This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles relating to conflict of laws. The competent courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction.
15. General.
This Agreement constitutes the full and entire understanding and agreements between the Parties with respect to the subject matter hereof and supersedes any previous agreements and undertakings between them. No modification, alteration or amendment to this Agreement shall be effective unless in writing and duly signed by authorized representatives of both Parties. No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof. If any provision hereof is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall be of full force and effect and unimpaired, and the Parties agree to substitute for such invalid or unenforceable provision a valid enforceable provision which most closely approximates the intent and effect of the invalid or unenforceable provision. Notices given under this Agreement may be delivered by personal/courier delivery or e-mail. Notices delivered personally or by courier shall be deemed given upon delivery. Notices by e-mail shall be deemed given upon the receiving party’s confirmation of receipt. Any notice sent via email to the email address specified herein shall be deemed sufficient notification for all legal purposes, including but not limited to claims, proceedings, and trials. For CYE: legal@cyesec.com, for Customer: the email address specified in the Quote . Neither party may assign any of its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party, except in connection with a merger transaction, change of control, sale of all or substantially all of assets, or any similar transaction of such party, provided that the assignor provides the other party with written notice of the assignment. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. In the event of any conflict or inconsistency between this Agreement and the applicable Quote, this Agreement shall govern except to the extent set forth expressly otherwise in the applicable Quote.
Updated: April 2025