CYNET TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE DOWNLOADING, INSTALLING AND/OR USING THE SERVICES (AS DEFINED BELOW). BY SIGNING THESE TERMS AND CONDITIONS (“TERMS“), OR CLICKING “I AGREE”, “I ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE SERVICES YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU (“YOU” OR “CUSTOMER”) ARE ENTERING INTO A LEGAL AGREEMENT WITH CYNET SECURITY LTD. (“CYNET” or “WE”) (YOU AND CYNET, EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS INCLUDING THOSE INCORPORATED BY REFERENCE.
FURTHERMORE, BY ACCEPTING THE TERMS, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.
IF YOU ARE NOT THE CUSTOMER AND YOU ARE INSTALLING, ACCESSING AND/OR USING THE SERVICES ON BEHALF OF THE CUSTOMER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE CUSTOMER AND TO ACCEPT (AND BIND THE CUSTOMER TO) THE TERMS.
THESE TERMS ARE HEREBY INCORPORATED INTO AND FORM PART OF YOUR SALES ORDER, IF ANY.
1.2 “Agent” means any optional piece of software code We provide You (whether downloadable from Cynet Servers and/or deployed from the installation package installed with the Services), and installed on all, selected, or none, of Customer’s End Points.
1.4 “API” means an application program (or programming) interface.
1.5 “Cynet Data” means the data generated by the Services, including but not limited to, correlative and/or contextual data, and/or detections. For the avoidance of doubt Cynet Data does not include Customer Data.
1.6 “Cynet Competitor” means a person or entity in the business of developing, distributing, or commercializing Internet security products or services, substantially similar to or competitive with Cynet’s products or services.
1.7 “Cynet Servers” means servers belonging to Cynet and/or third-party hosting service providers which Cynet uses.
1.8 “Customer Contractor” means any individual or entity (other than a Cynet Competitor) that: (i) has access or use of the Services under this Agreement solely on behalf of and for Customer’s Internal Use, and (ii) has an agreement to provide Customer (or its Affiliates) with the Services.
1.9 “Customer Contractor Services” means products, services or content developed or provided by Customer Contractors, including, but not limited to, third party applications complimentary to the Services, implementation services, managed services, training, technical support, or other consulting services related to, or in conjunction with the Services.
1.10 “Customer Data” means any data (other than Cynet Data) that will be made available and/or accessible to Cynet while the Services are provided to the Customer. In addition, such data shall also include the Reports.
1.11 “Documentation” means any, product descriptions, technical specifications, manuals, and materials relating to the use of the Services (as may be updated from time-to-time) which Cynet may provide to the Customer (directly or via the Partner, as applicable) in its discretion.
1.12 “Effective Date” means the effective date as defined in the Sales Order or in the event no Sales Order was executed by the Parties, the date in which the Customer agreed to this Agreement as set forth herein.
1.13 “Endpoint” means any physical or virtual device, on which the Services will be available.
1.14 “Force Majeure Event” means circumstances or causes beyond the reasonable control of a Party, including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis).
1.15 “Intellectual Property Rights” means all intellectual property rights including, without limitations, copyrights, trade-secrets, trademarks, tradenames, patents, know-how, and other proprietary rights whether or not registered, and wherever in the world.
1.16 “Internal Use” means access or use solely for Customer’s and its Affiliates (subject to the terms of this Agreement), own internal information security purposes, in either event, solely on Customer’s behalf and for Customer’s benefit. By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than Customer or its Affiliates, or (ii) for the development of any product or service.
1.17 “Partner” means any of Cynet’s approved distributor and/or reseller which is authorized by Cynet to grant Customer with access to the Services.
1.18 “Partner’s Agreement” mean an agreement (including any exhibits thereto) by and between Cynet and the Partner under which the Partner is authorized to grant Customer with access to the Services.
1.19 “Permitted Users” means any of Customer’s employees or Customer Contractors who are explicitly authorized by Customer to use the Services.
1.20 “Sales Order” means an order form submitted to or by the Customer or to the Partner (as applicable) for the provision of the applicable Services, which includes, inter alia, the Term (as defined below), number of Endpoints, pricing, payment terms and the like and which is duly executed by Cynet and the Customer or the Partner (as applicable).
1.22 “Reports” means data reports that contain the results of the monitoring and discovery performed by the Services in relation to Customer’s Endpoints.
1.23 “Server” means a hardware enabling the installation of the Services on its storage device and the operation therefrom.
1.24 “Services” means Cynet’s services as set forth in the Sales Order and Support and Maintenance services.
1.25 “Support and Maintenance Services” means support and maintenance services which shall be provided by Cynet (in case not provided by the Partner and subject to Cynet’s prior written approval and provided further that Cynet received all applicable fees in relation to the applicable Sales Order.) in accordance with Cynet’s Service Level Agreement which will be made available to Customer (provided that the Customer directly executed the Sales Order), upon written request.
1.26 “Updates” means any patches, updates, modified versions, additions, service packs and upgrades, if any, which may be provided by Cynet to Customer (directly or via the Partner) from time to time on as available basis.
1.27 “Website” means Cynet’s website which is currently available at: www.cynet.com.
2. Access and Usage Rights
3. Customer Contractors
3.2 Customer Contractors are subject to the terms and conditions of this Agreement while they are using the Services on behalf of Customer and Customer remains responsible for their acts and omissions during such time. Any breach by a Customer Contractor of this Agreement shall be deemed as a breach by Customer.
4. Try and Buy, Early Adoption and Beta Program
4.2 IN THE EVENT THAT A TRY AND BUY PERIOD (AS DEFINED IN THE SALES ORDER) IS INCLUDED IN THE SALES ORDER OR DURING EARLY ADOPTION OR BETA USE OF THE SERVICES, THEN NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, CUSTOMER EXPRESSLY AGREES THAT THE SERVICES ARE OFFERED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES AND ACKNOWLEDGES THAT THE USE OF THE SERVICES, TO THE EXTENT APPLICABLE, MUST BE MADE IN STRICT CONFORMANCE WITH CYNET’S INSTRUCTIONS. WITHOUT DEROGATING FROM THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT CYNET WILL NOT BE LIABLE FOR ANY NETWORK DOWNTIME, SERVICES DOWNTIME, AND/OR IDENTIFYING AREAS OF WEAKNESS IN THE SERVICES. FOR ALL EVALUATIONS (TRY AND BUY), OR EARLY ADOPTION OR BETA USE OF THE SERVICES, WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, LOSS OF PROGRAMS OR INFORMATION OR OTHER INTANGIBLE LOSS ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SERVICES, OR INFORMATION, OR ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICES OR ACCESS TO INFORMATION, OR THE DELETION OR CORRUPTION OF ANY CONTENT OR INFORMATION, OR THE FAILURE TO STORE ANY CONTENT OR INFORMATION OR OTHER COMMERCIAL OR ECONOMIC LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF CYNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THAT THEY ARE FORESEEABLE. CYNET IS ALSO NOT RESPONSIBLE FOR CLAIMS BY ANY THIRD PARTY. WHILE THE SERVICES ARE PROVIDED FREE OF CHARGE FOR EVALUATION, EARLY ADOPTION OR BETA PURPOSES ONLY, CYNET’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED US $100. IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF CYNET SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS SECTION 4.2 SHALL SUPERCEDE ANY EXPRESS WARRANTIES OR COMMITMENTS CONTAINED HEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE PARTIES’ OBLIGATIONS UNDER SECTION 11 HEREIN.
4.3 In the event of any inconsistencies between the terms of this Section 4 and other provisions of this Agreement, the terms specified in this Section 4 shall prevail.
5. Customer’s Responsibilities
5.2 Customer further acknowledges and agrees that Customer’s use of the Services starts on the Effective Date and the Customer is responsible for providing all configuration data (host names, user accounts, etc.) needed to perform the Services. Failure to provide configuration data does not release Customer from any responsibility in the Agreement. Customer acknowledges and agrees that Customer’s and its users’ use of the Services may be dependent upon access to telecommunications and Internet services.
5.3 Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required for its access and use of the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Cynet shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
6. Fees, Payment terms and Affiliates
6.2 Customer will pay all amounts due under this Agreement in such currency and in such payment terms as set forth in the Sales Order.
6.3 All Sales Order are final and non-cancelable. All Fees and other amounts paid hereunder are non-refundable.
6.4 Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.
6.5 All amounts payable to Cynet under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. In the event that payment is made directly to Cynet all payments due under this Agreement will be made by the payment method stated in the Sales Order and Customer is responsible for paying all taxes associated with its purchases hereunder, excluding taxes based on Company’s net income.
6.6 Any Affiliate issuing a Sales Order hereunder, or using or accessing any Services, or benefitting from the Customer’s use of the Services, will be bound by and comply with all terms and conditions of this Agreement. The Customer signing this Agreement will remain responsible for its Affiliates’ acts and omissions unless such Affiliates’ have entered into their own Agreements with Cynet.
6.7 Only those transaction-specific terms stating the Services ordered, quantity, price, payment terms, Term, contact information (and for the avoidance of doubt, specifically excluding any pre-printed terms on a Customer or a Partner purchase order) will have any force or effect, unless a particular Sales Order is executed by Cynet and returned to Customer (or the applicable Partner). If any such Sales Order is so executed, then only those specific terms on the face of such Sales Order that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein but only with respect to those Services ordered on such Sales Order.
7. Data Use
7.2 Customer hereby warrants and represents that it will (i) provide all appropriate notices, (ii) obtain all required informed consents and/or have any and all ongoing legal bases, including parental guardians, if applicable in light of the age of the data subjects, and (iii) comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act of 2018 (“CCPA“), in each case as required for allowing Cynet to use and process the data in accordance with this Agreement (including, without limitation, the provision of such data to Cynet (or access thereto) and the transfer of such data by Cynet to its Affiliates and subcontractors, including transfers outside of the European Economic Area), for the provision of the Services and the performance of the Agreement.
7.3 To the extent that Customer needs a data processing agreement, Customer shall send an email request to [email protected], requesting Cynet’s Data Processing Agreement and return it signed to Cynet as described therein.
7.4 Notwithstanding the foregoing, any anonymous information, which is derived from the use of the Services (i.e., metadata, aggregated, statistics and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the Services, for development and/or improvement, and/or for statistical purposes (internally or externally). It is hereby clarified, the Analytics Information is Cynet’s exclusive property.
7.5 Customer hereby grants Cynet the right to access, monitor, and assess the Customer systems and environment for the purpose of performing the Services on behalf of Customer.
8.2 Conformity of the Services. We warrant that during the Term, the most recent release of the Services (“Current Release”) will substantially conform in all material respects with the description of the Services as provided in the Documentation (if provided). Cynet’s sole obligation for material non-conformity with this warranty shall be, in Cynet’s sole discretion, to use commercially reasonable efforts (i) to provide You with an error-correction or workaround which corrects the reported non-conformity; (ii) to replace the non-conforming portions of the Services with materially conforming items; or (iii) if Cynet reasonably determines such remedies to be impracticable within a reasonable period of time, to terminate this Agreement and provide a refund for any amount pre-paid by Customer or by the Partner (as applicable) for such returned Services for the remaining unused period of the Services (on a pro rata basis) and such refund shall be the sole and exclusive remedy of the Customer.
8.3 The above warranty will not apply: (i) if the Services are not used in compliance with the Documentation or Cynet’s instructions; (ii) if any unauthorized repair, maintenance or modifications are made to the Services by You or any third party; (iii) to use of early releases of the Services which are not the Current Release; (iv) to defects due to accident, negligence, abuse or improper use by You; (v) the combination of the Services with equipment or software not authorized or provided by Cynet; (vi) to non-conformity arising from any inaccuracy in the code or other information provided or made available to Cynet; (vii) in the event of any delay in providing the access to the Services by Cynet caused by Customer and/or any of its third party service providers; or (viii) to use of the Services during the Try and Buy Period and/or during the Early Adoption Program or Beta Program.
8.4 In addition, Cynet shall not be responsible for any failure or deficiency of Services availability to the extent caused by or associated with: (i) a Force Majeure Event; (ii) regularly scheduled or emergency maintenance and upgrades; (iii) any causes attributable to Customer and/or Partner and or Customer Contractor(s), (iv) software or hardware not provided or controlled by Cynet; and (v) outages elsewhere on the Internet, including but not limited to interruptions at any Customer or third party data center or internet service provider that hinder Customer’s access to the Services.
9. Intellectual Property Rights
9.2 Restrictions. Except as specifically permitted herein, without the prior written consent of Cynet, Customer must not, and shall not allow any Permitted User and/or third party, to directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Services (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require Cynet to disclose the source code of the Services to any third party; (iv) disclose the results of any testing or benchmarking of the Services to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Service’s source code or underlying algorithms; (vi) use the Services in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or Intellectual Property Rights; (vii) remove or alter any trademarks or other proprietary notices related to the Services; (viii) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce use limitations; (ix) export, make available or use the Services in any manner prohibited by applicable laws (including without limitation export control laws); (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Services; (xi) employ or authorize a Cynet Competitor to use or view the Service and/or the Documentation, or to provide management, hosting, or support for the Services; (xii) use any feature of Cynet’s APIs for any purpose other than in the performance of, and in accordance with this Agreement; or (xii) cause, encourage or assist any third party to do any of the foregoing. Customer agrees to use the Services in accordance with laws, rules and regulations directly applicable to Customer. In the event Customer obtains knowledge that a third party is attempting to take any of the foregoing actions prohibited by this Section 9.2, Customer shall so notify Cynet in writing immediately.
9.3 Reservation of Rights. Each Party reserves all rights not expressly granted in this Agreement, and no licenses are granted by one Party to the other Party under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement. As between the Parties, Customer reserves all right, title and interest in any of Customer Data.
9.4 Content. By using the Service, Customer agrees to and hereby grants and represents and warrants that it has the right to grant Cynet a royalty-free, fully paid up, worldwide, limited and revocable license to use any content delivered to Cynet by Customer through the Services (the “Content”) in connection with the operation and provision of the Service. Under no circumstances whatsoever will Cynet be liable in any way for any Content and any use thereof in any way, including, without limitation, for any errors or omissions, or for any infringement of third party’s rights, loss or damage of any kind incurred as a result of the use or display of any Content transmitted, uploaded or otherwise made available in connection with the Service.
9.5 Open Source. Portions of the Services may include third party open-source software that are subject to third party terms and conditions (“Third-Party Terms”). The Third-Party Terms for such third-party software are available at this Link. If there is a conflict between any Third-Party Terms and the terms of this Agreement, then the Third-Party Terms shall prevail but solely in connection with the related third-party open-source software. Notwithstanding anything in this Agreement to the contrary, Cynet makes no warranty or indemnity hereunder with respect to any third-party open-source software.
10.2 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.
10.3 The receiving Party’s obligations under this Section, with respect to any Confidential Information of the disclosing Party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving Party at the time of disclosure by the disclosing Party; (b) was disclosed to the receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving Party has become, generally available to the public; (d) was independently developed by the receiving Party without access to, or use of, the disclosing Party’s Confidential Information or (e) to the extent the disclosure of the Confidential Information is required by law or by the order of a court of similar judicial or administrative body, provided that (to the extent legally permitted) it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
10.4 Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (the “Permitted Use”).
10.5 The receiving Party shall only permit access to the disclosing Party’s Confidential Information to its respective officers, employees, consultants, Affiliates, agents and subcontractors (collectively “Representatives”) having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving Party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving Party at least as restrictive as the terms set forth herein. Each Party shall be fully responsible for any breach of this Section 10 by any of its Representatives.
10.6 As between the Parties, All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
10.7 Upon disclosing Party’s written request, or upon expiry or termination of the Agreement, whichever is earlier, the receiving Party shall (at disclosing Party’s option) return all Confidential Information to the disclosing Party or destroy the Confidential Information and any copies or extracts thereof. However, receiving Party, its Affiliates and their Representatives may retain any Confidential Information that: (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security, or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to this Agreement.
11. Limited Warranties
12. Limited Liability
If the Services become, or in Cynet’s opinion are likely to become, the subject of an IP Infringement Claim, then Cynet may, at its sole discretion: (i) procure for the Customer the right to continue using the Services (or any part thereof); (ii) replace or modify the Services to avoid the IP Infringement Claim; or (iii) if options (i) and (i) cannot be accomplished despite Cynet’s reasonable efforts, then Cynet may immediately terminate this Agreement with a written notice to the Customer and/or the Partner (as applicable) and provide a refund for any amount pre-paid by Customer or by the Partner (as applicable) for such returned Services for the remaining unused period of the Services (on a pro rata basis) and such refund shall be the sole and exclusive remedy of the Customer.
Notwithstanding the foregoing, Cynet shall have no responsibility for IP Infringement Claims resulting from or based on: (i) use of the Services in a manner not authorized in writing by Cynet; (ii) Customer’s failure to implement any update or enhancement to the Services that is provided by Cynet at no additional charge; (iii) the combination of the Services with equipment, devices or software not supplied and/or authorized by Cynet or not in accordance with Cynet’s instructions and/or the Documentation and/or that was prohibited by this Agreement or where such combination was not otherwise reasonable given the intended use of the Services; (iv) the modification of the Services by anyone other than Cynet or a third party acting on Cynet’s behalf unless expressly authorized by Cynet in writing, (v) any functionality or capability provided by Cynet in accordance with the express written technical designs, specifications, or instructions provided by the Customer or by the Partner, and (v) third party services or products.
Section 13.1 states Cynet’s entire liability, and Customer’s exclusive remedy, for claims or alleged or actual infringement in relation to the Services.
13.2 Customer shall indemnify, defend, and hold harmless Cynet, its directors, officers, employees and agents and their respective successors, heirs and assigns (the “Cynet Indemnities“), against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon any of Cynet Indemnities in connection with any claims, suits, actions, demands or judgments (“Claims“) arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any act or omission by You, and/or anyone on Your behalf, which constitutes (i) a breach of this Agreement; or (ii) which are in violation of any rights of any third party.
13. 3 For purposes of Sections 13.1 and 13.2, with respect to a third-party claim, the party seeking indemnification (the “Indemnified Party”) will promptly notify the party from which indemnification is requested (the “Indemnifying Party”) in writing of any indemnifiable claim. The Indemnified Party shall give the Indemnifying Party full information and assistance for the defense and settlement of such claim and at Indemnifying Party’s request shall give the Indemnifying Party full authority, for the defense and settlement of such claim. The Indemnifying Party shall not settle any claim indemnifiable by the Indemnifying Party without the Indemnified Party’s prior written consent if such settlement contains an admission of liability or fault attributable to the Indemnified Party or any equitable relief.
15. Term and Termination
15.2 Cynet shall be entitled to terminate this Agreement immediately upon written notice to the Customer, in the event that the Customer: (i) enters into liquidation or bankruptcy proceedings, whether voluntary or compulsory, makes a general arrangement with its creditors, or ceases to conduct its business in the ordinary course; or (ii) fails to fulfill any of its obligations or undertakings herein and does not rectify such failure within fourteen (14) days after receiving a written demand to do and (iii) if Partner is in breach of any provision of the Partner’s Agreement (if applicable) and does not rectify (if curable) such failure within fourteen (14) days after receiving a written demand to do.
15.3 Upon termination or expiration of this Agreement: (i) Customer’s right to use the Services under this Agreement shall expire; (ii) Customer must promptly cease all use of Services and de-install all software components installed on Customer’s Endpoints; (iii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its Customer Contractors’ and/or Representatives’ and/or Affiliates’ possession or control; and (iv) any sums paid by Customer until the date of termination are non-refundable.
15.4 The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.
16.2 If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
16.3 Customer agrees that Cynet may identify the Customer as user of its Services in its business deals; press releases; marketing materials (including but not limited to case studies); electronic, printed, and broadcast advertising; newsletters; mailings; tradeshows; other promotional materials; on the Website; or any other third-party website where Cynet or its designated agents may promote the Services. Customer hereby grant Cynet and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display Customer’s name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.
16.4 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and assigns.
16.5 This Agreement and any exhibits attached or referred hereto represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. Cynet may change these Terms from time to time, by posting a modified copy on the Website or by otherwise notifying You. Notwithstanding anything to the contrary, in the event of a material change(s) to these Terms We will notify You about such changes via the email address You provided us. Those changes will be effective and binding as of posting of the notice, unless a different effective date is specified. We therefore recommend You to enter, from time to time, to our website in order to review information concerning such modifications. Your continued use of the Services following delivery and/or posting of a notice of modification shall be conclusively deemed an acceptance of such modification. if any modification is unacceptable to You, You must notify us immediately in writing and in such case then Cynet may, at its sole discretion: (i) postpone such changes to come into effect till the current term of your subscription to the Services ends or (ii) terminate this Agreement immediately and in such event provide a refund for any amount pre-paid by You or by the Partner for such returned Services for the remaining unused period of the Services (on a pro rata basis) and such refund shall be the sole and exclusive remedy of the Customer.
16.6 For any Customer who is a US entity, this Agreement shall be governed exclusively by the laws of the State of New York, without reference to its conflict of laws principles and the Parties consent to exclusive jurisdiction and venue in and for New York, New York. For any Customer which is domiciled in Europe, this Agreement shall be governed exclusively by the laws of England and Wales, without reference to its conflict of laws principles and the Parties consent to exclusive jurisdiction and venue in and for London, England. For all other Customers, this Agreement shall be governed exclusively by the laws of the State of Israel, without reference to its conflict of laws principles and the Parties consent to exclusive jurisdiction and venue in and for Tel Aviv, Israel.
16.7 This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.
16.8 Force Majeure. Cynet will not be liable for any delay or failure to provide the Services resulting from a Force Majeure Event.
Last Updated September 15, 2022