CYBER WALL GLOBAL SERVICE TERMS AND CONDITIONS

These Service Terms and Conditions (“Terms”) are hereby incorporated by reference into the Quote (as defined below) entered into between you (“you” or “Customer”) and Cyber Wall Global Ltd.(“CWG”, “we”, “our” or “us”) and govern our Services (as defined below) (“Services”).

By signing a Quote, you expressly acknowledge and agree that you have understood and agree to comply with, and be legally bound by, these Terms.

By signing the Quote, you represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have the authority to bind your employer or other legal entity, please do not accept these Terms and sign the Quote.

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. 

1.Quotes. You may order Services by completing, executing and submitting to CWG an ordering document, executed by you in the form provided to you by CWG (“Quote”). Each Quote will set forth the type and description of the Services being ordered and the applicable fees payable for such Services. Quotes shall become binding upon their written acceptance by CWG. In the event of a conflict between the terms of these Terms and a Quote, the terms of these Terms shall prevail unless explicitly stated otherwise in a Quote. CWG shall not be responsible for providing any service or product not described in the applicable Quote. The Quote together with these Terms will be referred collectively as the “Agreement”.

2.Services. CWG agrees to provide to Customer the services of conducting an security assessment to assess potential security vulnerabilities that may require improvement and/or risk mitigation actions in the Customer’s system infrastructure and operations, all in accordance with and related steps and milestones outlined in the Quote (“Services”). Upon the completion of the Services, CWG shall provide Customer with a report describing the findings and the results of the Services, as further described under the Quote (“Report”). For Clarity, the Report will detail only the information found by CWG and only with respect to the date of executing the Quote.

3.Proprietary Rights. CWG and its licensors solely and exclusively own any and all worldwide rights, titles and interests in and to the Services, including all worldwide intellectual property rights therein and in any modifications, reproductions, corrections, enhancements, updates, upgrades, improvements, customizations and derivative works of and to the Services and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to the results of the Services. If Customer contacts CWG with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions, such feedback shall be deemed to be the sole property of CWG and Customer hereby irrevocably transfers and assigns to CWG all intellectual property rights in such feedback and waives any and all moral rights that Customer may have in respect thereto. Any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to CWG (or its third party licensors). “CWG”, the CWG logo, and other marks are the trademarks of CWG or its affiliates.

4.Customer Data and Servers

1. Access to Customer Data and Servers. In order to provide the Customer with the Services, certain Customer data will be made available to CWG, including by granting access to the Customer’s servers. Customer hereby grants CWG a royalty-free, fully-paid, irrevocable, non-exclusive license to access, use, process, display, review, copy and store the Customer data and servers in order to provide the Services to the Customer.

2. Ownership. Customer shall own all rights, title and interest in and to all of the Customer data and servers. Customer represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Customer data and servers and Customer has the right to provide CWG the access rights granted herein to use such Customer data and servers in accordance with the Agreement. The Customer shall have sole responsibility for the reliability, integrity, accuracy and quality of the Customer data and services.

3. Commitment. For clarity, CWG' Services do not require Customer to share any personal data and/or personally identifiable information with CWG. Customer hereby represents that it will anonymize the personal data that the Customer Data could contain. To the extent that Customer Data contains personal data, Customer shall display all privacy notices, maintain at all times all appropriate legal bases, and comply at all times with any and all applicable laws, including, without limitation, privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)) for allowing CWG to use such personal data (if any) in accordance with the Agreement (including, without limitation, the provision of such data to CWG, the transfer of such data by CWG to third parties. In the event Customer fails to comply with any data protection or privacy law or regulation, the GDPR, then to the maximum extent permitted by law, Customer shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of personal data.

5.Pricing and Payment

5.1.Fees. In consideration for the Services, Customer shall pay to CWG the applicable non-refundable fees specified in the Quote, at such times and for such periods as set forth therein.

5.2.Payment Terms. If not otherwise specified in the Quote, all fees shall be due and payable within 30 days of the date of invoice. All amounts payable under the Agreement shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and Customer is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with the Agreement.

6.Disclaimer

6.1.Security assessments are an uncertain process, based on past experiences, currently available information, and known threats. While CWG will consider the major security vulnerabilities of the systems that will be analyzed by CWG, there can be no assurance that any exercise of this nature will identify all possible vulnerabilities or propose exhaustive and operationally viable recommendations to mitigate these exposures. In addition, the analysis will be based on the technologies and known threats as of the date of the commencement of the Services. As technologies and risks change over time, the vulnerabilities associated with the operation of the systems, as well as the actions necessary to reduce the exposure to such vulnerabilities are also changing. CWG makes no undertakings, warranties and representations based on changed circumstances or facts of which CWG becomes aware after the execution of the Quote, absent a specific written agreement to amend the scope of Services under the Quote in order to perform supplemental or updated analysis.

6.2.THE SERVICES AND THE REPORT ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, CWG MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT POSSIBLE BY LAW. CWG DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES OR THE SUCCESS OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE REPORT, THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR THAT THE REPORTS ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT. YOUR USE OF AND RELIANCE UPON THE SERVICES AND/OR THE REPORT IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND CWG, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH ANY OF THE FOREGOING. Customer understands and acknowledges that CWG cannot and will not detect all cybersecurity threats that apply to the Customer. Further, while CWG uses best practices to protect Customer’s data while in its possession against breaches, Customer waives, to the fullest extent permitted by applicable law, any claim arising out of or related to any breach or potential breach of such data. Customer expressly waives any claim with respect to the foregoing, to the fullest extent permitted by applicable law.

6.3.For clarity, in no event shall CWG or its officers or employees be liable for any security vulnerabilities or any damages and losses arising from any pre-existing and/or security related vulnerabilities discovered in the course of providing the Services.

7.Limitation of Liability. NEITHER OF CWG NOR ANY OF ITS OFFICERS, EMPLOYEES AND/OR REPRESENTATIVES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER, ITS REPRESENTATIVES, OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING (I) LOSS OF PROFITS, GOODWILL OR REPUTATION; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, WORK DELAYS OR LOST REVENUE OR FUNDING RESULTING FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF THE REPORT OR THE SERVICES, OR BREACH OF DATA OR SYSTEM SECURITY OF ANY KIND WHATSOEVER; (III) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN; OR (IV) COST OF REPLACEMENT GOODS OR SERVICES, OR ANY CLAIM OR DEMAND OF A SIMILAR NATURE OR KIND TO ANY OF THE FOREGOING, IN EACH CASE WHETHER ASSERTED BY CUSTOMER AGAINST CWG OR ASSERTED AGAINST CUSTOMER BY ANY OTHER PARTY. IN ADDITION, CWG’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT, THE SERVICES AND/OR THE REPORT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO CWG BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.Term and Termination 

8.1.Term. The Agreement shall become effective upon execution of your Quote and continue for the period specified therein (“Term”). The Agreement may be terminated as any time in accordance with Section ‎‎8.2 below.

8.2.Termination. Notwithstanding the foregoing, (i) either party may terminate the Agreement at any time without cause upon prior written notice to the other party; and/or (ii) either party may immediately terminate the Agreement, by written notice to the other party: (a) if the other party has breached the Agreement and failed to cure such breach within 14 days from receipt of written notice thereof; or (b) if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in clause (b) shall immediately notify the other party in writing. Upon any termination Customer shall pay all fees for Services performed by CWG.

8.3.Survival. Any section which by its nature should survive termination or expiration of this Agreement shall so survive. Termination of the Agreement for any reason shall not relieve Customer from its obligation to pay any outstanding payments due under the Agreement.

1. Confidentiality. During the Term, each party may have access to certain non-public proprietary, confidential or trade secret information or data of the other party, whether furnished before or after the execution of the quote, and regardless of the manner in which it is furnished, which is given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential or competitively sensitive (collectively, the “Confidential Information”). Confidential Information shall exclude any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this agreement and/or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein, and in any event, the receiving party shall remain responsible for the acts or omissions of its Representatives to the same extent as if such acts or omissions were performed by the receiving party; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this agreement; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties’ obligations with respect to Confidential Information shall expire five (5) years from the date of termination or expiration of this agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon the expiration or termination of the Agreement, the receiving party must cease all use of Confidential Information received hereunder and return or destroy all such Confidential Information, as directed by the disclosing party, including all copies thereof (irrespective of whether such copies were furnished by the disclosing party or were prepared by the receiving party), and, if destroyed, furnish the disclosing party with written certification of destruction.

2. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our posting the revised Terms on CWG’s website.

3. Indemnification. You agree to defend, indemnify and hold harmless CWG and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; and/or (ii) your breach of the Agreement.

4. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce the Agreement, including to investigate potential violations thereof; and/or (iii) protect the rights, property or safety of CWG, its personnel or the public.

5. Assignment. The Agreement, and any rights granted thereunder, may not be transferred or assigned by you but may be assigned by CWG without restriction.

6. Governing Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules and you agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yafo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

7. Public Mention of this Agreement. Each party agrees that the other party may disclose that Customer is a client of CWG services on its website, provided however that each party will seek the prior written consent of the other before making any further disclosures about the relationship of the parties in any advertising, press, blog, promotion and similar public disclosures.

8. General. These Terms and the Quote represent the complete agreement concerning the Services between you and CWG and supersede all prior agreements and representations related to the subject matter hereof. Except for your obligation to pay CWG, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing in the Agreement shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms are held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed as properly given or made: (i) on the same date – if hand delivered; (ii) 5 days after mailing – if mailed first class registered mail, postage prepaid; or (iii) on the first business day after being sent – if sent by e-mail; to the respective addresses set forth in the Quote or to such other address as either party may have designated by similar notice given to the other party.