DeflectorShield™ - Terms and Conditions
This services agreement (the “Agreement”) is between Waterloo Security Ltd. (“Watsec”, “us”, “our” or “we”) and you (“you”, “your” or the “Client”) and sets forth the terms and conditions for the provision of WatSec’s DeflectorShield™ external Internet vulnerability assessment services purchased by you from WatSec.
BY SUBSCRIBING FOR THE SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
WatSec may modify this Agreement at any time, in its sole discretion and will notify you regarding any such modification. Your continued use of the Services in each Renewal Term (as defined below) after any notice of modification will constitute your acknowledgment and acceptance of this Agreement as modified.
1. Services.
WatSec shall provide the following services (the “Services”) for each Client IP address:
(a) WatSec and/or its agents shall assess the Client’s network security by accessing and scanning the Client’s network through the Client’s public IP address in a fashion similar to a malicious user or ”hacker” in order to identify any security risks, vulnerabilities or other issues with respect to the Client’s network and/or its configuration. WatSec will not attempt to actually break into your network. This is not a penetration test service. We only identify exposures and will not attempt to exploit them.
(b) WatSec shall, on a monthly or quarterly basis, provide the results of such assessments to the Client via a summary management report and a detailed technical report, which will be made available to the Client via WatSec’s secure client portal.
(c) We will provide you with consultation services of up to 15 minutes per month or quarter as the case may be to review and discuss the reports generated by our assessments. Additional consultation in excess of the monthly 15 minute allotment may be obtained from WatSec at an additional charge, which will be billed at the WatSec’s then prevailing consulting rate. Unused consultation minutes are not carried over to the next month or quarter.
2. Service Parameters.
(a) When performing the Services, WatSec and/or its agent shall not gain access to any information or data on your network.
(b) Client acknowledges and agrees that the Services are limited solely to the assessment of the security risks and vulnerabilities (if any) of the Client’s network configuration and that it is the Client’s responsibility to address and correct any security risks, vulnerabilities or any other issue identified by WatSec.
(c) The Services may only be obtained for use in connection with the Client’s network facilities and are for internal business purposes only. The Services may not be obtained or used to scan the IP addresses and/or networks of any other organization, person or entity. The Services shall be obtained and used in compliance with all applicable laws and this Agreement. You agree not to use the Services in any way that is illegal, fraudulent, abusive, or interferes with another’s use of the Services or with our systems and facilities.
(d) For each Client IP address physical location, WatSec will provide the Client with two userid/password credentials for access to WatSec’s secure client portal.
(e) The Client acknowledges and agrees that WatSec reserves the right in its discretion and without notice to the Client, to make changes from time to time in any aspect of the Services.
(f) The Client agrees that, to maintain or improve service, or for other business reasons, WatSec may at its sole discretion modify or temporarily restrict or suspend all or part of the Services without notice.
3. Client’s Network Access.
You acknowledge and agree that in order for WatSec to provide the Services to you, WatSec must directly connect to the external (Internet) portion of your network. You hereby grant to WatSec and its designated agents the limited right to access your network for the sole purpose of performing the Services. You hereby represent and warrant to WatSec that you have and will have all necessary rights in and to the IP address(es) associated your network that you provide to WatSec. You agree that it is your obligation to provide current and accurate IP address information to WatSec so that WatSec may properly provide the Services to you and that you will promptly advise WatSec of any changes in the IP address(es) used for the Services.
4. Ad hoc Reports.
You may request additional ad hoc reports from us, which include both a management summary report and a technical detailed report, at a cost of $295.00 per additional ad-hoc report.
5. Term.
The term of this Agreement will commence on the date of your registration for the Services and continue for a period of 1 year(the “Initial Term”) at which time this Agreement shall automatically renew for additional consecutive one (1) year term (s) (each a “Renewal Term”) unless a party provides at least 30 day’s notice of non-renewal to the other party prior to the end of the Initial Term or a Renewal Term (as the case may be).
6. Suspension/Reactivation/Termination.
WatSec reserves the right, in its sole discretion, to restrict, cancel or suspend any of the Services or terminate this Agreement upon: (a) a breach or violation of this Agreement or any other agreement between you and WatSec; (b) any illegal or unethical use of the Services; (c) any request by law enforcement or other government agencies; (d) a request by you (self-initiated account cancellations as permitted by this Agreement); (e) unexpected technical issues or problems; or (f) if WatSec decides to cease offering the Services. WatSec will not be liable for any losses, damages, expenses or inconvenience that results from WatSec's withdrawal of the Services or termination of this Agreement (whether with or without prior notice to you) and without any liability to you for doing so.
7. If WatSec suspends or cancels the Services.
(i) you must still pay any amount owing to WatSec; and
(ii) WatSec may also suspend or cancel without notice the services under any other agreement or account that the Client has with WatSec. During temporary suspension of the Services, the monthly Fees still apply.
8. Early Cancellation by You.
Not applicable. See paragraph 5.
9. Effect of Termination/Cancellation.
Upon termination or expiry of this Agreement:
(a) Client’s access to the Services will be terminated;
(b) Client shall be responsible for paying any outstanding Charges (as defined below) owing to WatSec; and
(c) Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement including, without limitation, Sections 6, 7, 8, 11, 12, 15, 17 and 18.
10. Fees.
The fees for the services (the “Fees”) are as specified in the invoice generated as a result of completing the online application for The Ultimate Firewall™. They are based on the number of IP addresses the client has. WatSec reserves the right to change the rate for the Fees and other amounts after the expiry of the Initial Term. WatSec will provide the customer with 30 days’ prior notice before making any such change. Unless otherwise stated, all amounts are quoted in Canadian dollars. Any payment not received from the Client by the due date shall accrue at the lower of 1.5% of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Client shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments. Acceptance of late or partial payments (even if marked as paid in full) shall not waive any of WatSec's rights to collect the full amount due under this Agreement. All payments shall be non-refundable except as otherwise expressly provided in this Agreement.
11. Taxes.
The Client shall be responsible for all sales, use, value added, withholding, or other taxes or duties, as applicable, payable with respect to the Services or otherwise arising out of or in connection with this Agreement.
12. Invoicing and Payment.
Fees and other charges and amounts incurred by the Client pursuant to this Agreement (collectively, “Charges”) shall be invoiced and charged yearly. WatSec will invoice the client electronically upon commencement of the service. The Client agrees to pay all amounts and Charges specified in this Agreement and relating thereto. Payments for the Services which are returned by banks or credit card companies for insufficient funds will result in a charge to the Client of $30.00 or such higher amount as is charged by the applicable bank(s) relating to such returned payment.
13. Payment Information.
You shall provide current, complete, and accurate information associated with your billing account. You shall promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify WatSec if your credit card is canceled (for example, for loss or theft).
14. Volume Discounts.
Contact WatSec for multiple IP address scenarios.
15. Promotions.
WatSec may from time-to-time offer promotional incentive or discounts to other of its customers. WatSec is not obliged to extend such discounts to its existing customers.
16. Disclaimer.
USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS". WATSEC AND ITS AFFILIATES, LICENSORS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SHAREHOLDERS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “WATSEC PARTIES”) EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE WATSEC PARTIES DO NOT WARRANT THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF SERVICES OR ANY PART THEREOF, AND DISCLAIMS LIABILITY FOR ANY ERRORS OR OMISSIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WATSEC PARTIES MAKE NO WARRANTY THAT: (1) ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) ANY OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY RESULTS OF USE OF THE FUNCTIONALITY OF THE SERVICES WILL BE ACCURATE, RELIABLE OR COMPLETE; AND (4) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION OR OTHER MATERIAL THAT MAY BE OFFERED AND SUBSEQUENTLY PURCHASED OR OBTAINED BY YOU THROUGH WATSEC WILL MEET YOUR EXPECTATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WATSEC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
17. Limitation of Liability.
THE WATSEC PARTIES’ LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY THE CLIENT AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF THE WATSEC PARTIES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT THE MAXIMUM AGGREGATE LIABILITY OF THE WATSEC PARTIES RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SERVICE RESULTING IN SUCH LIABILITY IN THE PERIOD PRECEDING THE DATE THE CLAIM ACCRUED. IN NO EVENT SHALL THE WATSEC PARTIES BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT THE WATSEC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE WATSEC PARTIES’ LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO CLIENT IN CONNECTION WITH ANY MATTER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
18. Indemnity.
You agree to indemnify and hold harmless the WatSec Parties from and against all Claims (as defined below) arising from or otherwise in connection with: (i) your use of (or inability to use) the Services; (ii) any breach of the terms and conditions of this Agreement; (iii) the infringement by you of any rights of any person or entity; or (iv) any other activities of yours in connection with the Services. "Claim" means demands, complaints, actions, suits, causes of action, assessments or reassessments, charges, judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, professional fees, including reasonable fees of legal counsel and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.
19. Confidentiality of Your Information.
Unless you provide express consent or disclosure is made pursuant to a legal power, all information regarding you that kept by WatSec is confidential and may not be disclosed by WatSec to anyone other than: (i) you; (ii) a person who, in our reasonable judgment, is seeking the information as your agent; (iii) an agent retained by us in the collection of your account or to perform other administrative functions for us, provided the information is required for and used only for that purpose; (iv) law enforcement agency whenever we have reasonable grounds to believe that you has knowingly supplied us with false or misleading information or are otherwise involved in unlawful activities; (v) a public authority or agent of a public authority, if in our reasonable judgment, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.
Express consent may be taken to be given by you where you provide: (i) written consent; (ii) oral confirmation by an independent third party; (iii) electronic confirmation through the use of a toll-free number; or (iv) electronic confirmation via the Internet.
20. Miscellaneous.
(a) Entire Agreement. This Agreement (including any schedules, exhibits or attachments hereto) shall constitute the entire agreement among the parties with respect to the subject matter addressed herein. This Agreement and the other agreements referred to in the preceding sentence supersede all prior and contemporaneous agreements, statements, understandings, and representations of the parties. There are no representations, warranties, agreements, arrangements, or understandings, oral or written between the parties relating to the subject matter of this Agreement that are not fully expressed herein.
(b) Currency. Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada.
(c) Force Majeure. WatSec shall not be responsible for liability, loss, or damage of any kind resulting from any delay in the performance of or failure to perform its responsibilities hereunder due to causes beyond the WatSec’s reasonable control.
(d) Further Assurances. The parties hereto from time to time after execution of this Agreement, without further consideration, shall execute and deliver, as appropriate, such documents and take such actions as may be reasonably necessary or proper to carry out and consummate the transactions contemplated by this Agreement.
(e) Notices. All notices, requests, consents, or other communications required or permitted to be given under this Agreement shall be in writing, may be delivered in person, by overnight air courier, by certified or registered mail (return receipt requested with all fees prepaid), or by facsimile and shall be deemed to have been duly given and to have become effective upon the date actually delivered to the parties or their assignees to the addresses set forth on the first page of this Agreement. The persons or addresses to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this section.
(f) Rules of Construction. The headings in this Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provision of this Agreement. Unless otherwise indicated, all references to particular Articles, Sections or Exhibits shall mean and refer to the referenced Articles, Sections and Exhibits of this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
(g) Amendments and Waivers. Except as otherwise expressly provided herein, this Agreement shall not be amended, modified or waived in any fashion except by an instrument in writing signed by the parties to this Agreement. Waiver by WatSec of any breach of this Agreement by the Client shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion.
(h) Severability. If any provision or provisions of this Agreement shall, for any reason, be deemed unenforceable or in violation of law, such unenforceability or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect and be binding upon the parties.
(i) Assignment. All terms and provisions of this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by you without the prior written consent of WatSec.
(j) Governing Law. This Agreement shall be construed in accordance with and governed by the laws in force in the Province of Ontario and the laws of Canada applicable in that Province. The parties hereby expressly attorn to the non-exclusive jurisdiction of the courts in the Province of Ontario.
(k) Counterparts. This Agreement may be executed in one or more counterparts. Each such counterpart shall be considered an original and all of such counterparts shall constitute a single agreement binding all the parties as if all had signed a single document. The parties acknowledge that delivery of executed counterparts of this Agreement may be effected by a facsimile transmission or other electronic means and each party undertakes to provide the other party with a copy of the Agreement bearing original signatures forthwith upon demand.
