Last updated: April 1, 2024
1. Definitions
- Affiliate: A corporation that is controlling, controlled by, or under common control with the Company.
- SDefender Platform: The Company’s proprietary software and platform intended to provide users with SIEM (Security Information and Event Management), SOAR (Security Orchestration, Automation, and Response), SOC (Security Operation Center), and TDR (Threat Detection and Response) capabilities and coverage.
- Services: Automated SOC services, including cybersecurity threat analysis and monitoring, provided through the SDefender Platform, as detailed in the Service Package subscribed by the Client.
- Client: The person or legal entity indicated in the Order Form.
- Order Form: The subscription form through which the Client subscribes to the Services.
- Fees: Payments entitled to the Company on account of the provision of Services, as indicated in the Order Form.
- Service Package: The service plan subscribed for by the Client, as indicated in the Order Form.
- Intellectual Property Rights: All rights arising from patents, copyrights, trade secrets, confidential information, trademarks, and other proprietary rights in any jurisdiction.
- • Website: The Company’s website www.sdefender.com and its subsites.
2. Service
In consideration of the full and timely payment of the Fees and the fulfillment of these Terms, the Client shall be permitted to access and use the SDefender Platform and receive the Services as described herein. The subscription is personal and may not be transferred, rented, or licensed by the Client to any third party. The Client acknowledges that the operation of the SDefender Platform and the provision of the Services depend on meeting the minimum technical requirements required for its operation. Failure to meet such requirements may limit or prevent access and use of the SDefender Platform and Services. In such cases, the Company will not bear any responsibility for the inability to use the SDefender Platform and/or the incorrect functioning of the SDefender Platform, and for financial, reputational, or any other damage that the Client may suffer. The Company does not provide any additional hardware or software components and/or services, unless expressly provided in the Order Form or other agreement approved by the Company.
3. Acknowledgements and Responsibilities
The Client confirms and acknowledges that the Services are automated SOC services designed for cybersecurity monitoring and help to prevent security incidents. The Client is responsible for properly configuring the SDefender Platform to take the actions necessary to mitigate such security incidents and eliminate any security vulnerabilities. The Company will make all reasonable efforts to provide the Client with the necessary tools to respond to detected security incidents or, at a minimum, notify the Client of such incidents. Such notifications are sent by email or any other agreed method of communication. However, the Company cannot guarantee 100% coverage of all possible incidents, and the Client agrees with this in advance. The Client is responsible for obtaining any additional services, including backup services, necessary to protect and secure its data. The Client acknowledges that the Company bears no liability in connection with any security incident that occurs after the maximum number of paid secure hosts and/or logged devices has been exhausted.
4. Special Terms Regarding Free Trial Period
The Company, in its sole discretion, may offer a short-term usage of part or all of the Services at no cost to prospective Clients for demonstration or proof of concept purposes (“Free Trial Services”). These Terms shall generally apply to Free Trial Services, subject to the following:
- The Free Trial Services are provided “as is” and “as available” without any warranties whatsoever.
- The aggregate liability of the Company for any breach relating to the Free Trial Services shall be limited to $1.
5. Fees and Payments; Other Commercial Terms
In consideration of the Services, the Client shall pay the Company the Fees indicated in the Order Form. Fees are based on the number of protected hosts and logging devices in the Client’s system and additional services provided to the Client under an agreement signed with the Company. All Fees due to the Company are exclusive of applicable taxes, which the Client shall be responsible for. All Fees are non-refundable.
6. Representations and Warranties
- Company Representations: The Company represents and warrants that it has the right and authority to provide the Services and that the Services do not infringe any intellectual property rights of any third party.
- Client Representations: The Client represents and warrants that it has the right and authority to subscribe to the Services and will not use the Services in violation of applicable law or third-party intellectual property rights.
7. Intellectual Property Rights Ownership
Each party shall maintain sole and exclusive ownership of its Intellectual Property Rights. The Company shall be the sole owner of all Intellectual Property Rights associated with the SDefender Platform, the Services, and their underlying technology. The Client agrees not to question or claim the Company’s ownership of these rights.
8. Access to Client’s Systems
The Services require continued and uninterrupted access to the Client’s systems and devices. Lack of provision of such access might adversely affect the quality of the Services.
9. Automatic Blocking and Other Automatic Actions
The Client understands and agrees that the SDefender Platform is designed to perform automatic actions and that a situation may arise in which, due to erroneous or correct automatic actions, damage to the functioning of the Client’s systems and/or restriction of access may occur, causing the Client to incur financial, reputational, or any other damage. Preventing such a situation is the sole responsibility of the Client. The Client is obliged to use the tools available in the SDefender Platform and any other tools to prevent any erroneous or harmful actions. In any event, the Company’s liability will not exceed the amounts specified in Section 12 hereof.
10. Confidentiality
Each party may provide the other party with certain confidential or proprietary information marked as “confidential” (collectively, “Confidential Information”). The Receiving Party agrees not to use or disclose any Confidential Information of the Disclosing Party except as permitted under this Agreement.
11. Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Limitation on Liability
THE COMPANY’S TOTAL LIABILITY FOR ANY DAMAGES SHALL NOT EXCEED THE FEE PAID BY THE CLIENT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.
13. Disclaimer of Liability for Third-Party Obligations
The Company does not bear any responsibility for any obligations of any third parties, including the Company’s partners, trustees, and employees, if these obligations conflict with any part of this document or are not contained in this document and are not contained in the agreement signed by the Company with the Client.
14. Term and Termination
- Term: The subscription term is as set forth in the Order Form.
- Termination for Cause: The Company may terminate the Client’s subscription upon material breach of these Terms by the Client, insolvency, or other specified events.
- Effect of Termination: Upon termination, the Services shall automatically terminate, and the Client shall not be allowed to access the SDefender Platform.
15. Data Collection and Use
The Company is authorized to collect, retain, store, transfer, and use information and data regarding the Client as part of the Services. The Client is responsible for obtaining consent from its personnel for the collection and use of such data.
16. Advertising and General Information
The Client understands and confirms that the Company’s website and advertising brochures contain advertising and general information about the Company and the Company’s products and services. The Company cannot guarantee that at any given time all the information in these documents is 100% consistent with the current state of affairs. Therefore, the Client must officially request clarification from the Company on any issue or point that is important to them. Only if the Company officially confirms or clarifies this issue or point should the Client take it into account in any of their actions and decisions.
17. General Provisions
- No Waiver: No delay or failure to exercise any right shall constitute a waiver.
- Severability: If any provision is declared invalid, it shall be adjusted to conform to legal requirements, or if no adjustment can be made, it shall be deleted.
- No Partnership or Agency: The parties are independent contractors, and neither party shall represent itself as the joint venture, partner, agent, or representative of the other.
- Notices: Notices to the Company shall be made through the Company’s ticketing system or to support@sdefender.com.
- Governing Law: The governing law shall be the laws of the jurisdiction specified in the Order Form.
- Assignment: The Company may assign its rights and obligations to its Affiliates. The Client may not assign its rights and obligations without prior consent from the Company.
- Entire Agreement: These Terms and the Order Form constitute the complete and exclusive agreement between the parties.
- Force Majeure: Any delay in performance due to events beyond control shall not be considered a breach.
18. Changes to Terms and Conditions
The Company reserves the right to change and/or supplement these Terms and Conditions at any time. Any such changes will be effective immediately upon being posted on the Company’s website or otherwise communicated to the Client. The Client agrees to be bound by the current version of these Terms and Conditions, which will supersede all previous versions. It is the Client’s responsibility to review the Terms and Conditions regularly to ensure compliance.
By executing the Order Form or accessing the SDefender Platform, the Client agrees to be bound by these Terms and Conditions.