Terms of Use

POSTING DATE: April 5 2024

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.

Welcome to www.cybertekmssp.com. CyberTek MSSP LLC is an interactive online service website and is owned and operated by CyberTek MSSP LLC (referred to as “CyberTek,” “CyberTek MSSP”,” “we,” “us,” or “our” herein). Your use of any materials and access to this website and any other CyberTek-owned website that links from cybertekmssp.com, including, (collectively, the “CyberTek Websites”), are subject to the following terms and conditions (the “Terms of Use”). These Terms of Use are of utmost importance as they govern your use of our services. Additionally, your use of and access to CyberTek’s web-based, software-as-a-service, learning management solution and certain features and tools, including, but not limited to, the CyberTek and any other products or services (collectively, the “CyberTek Solution”), are expressly conditioned upon your acceptance of the Terms of Use. As used in these Terms of Use, the term “you” refers to each entity accessing the CyberTek Solution. If you do not agree with any of the terms or conditions in the Terms of Use set forth below, you must not use the CyberTek Solution.

From time to time, we may revise these Terms of Use and the policies relating to the CyberTek Solution. We will provide notice of such revisions by posting revisions at www.cybertekmssp.com/terms-of-use/, by emailing the email address you provide to us, or by other general means by which we provide notice to our other customers. You agree that you must visit the Terms of Use periodically to review any such revisions. At the top of this page, we will indicate the date these Terms of Use were last revised. Revisions to these Terms of Use will be effective on the date noted in the posting, email, and notice we send you. By continuing to use the CyberTek Solution after revisions to the Terms of Use are effective, you accept and agree to abide by the revised Terms of Use. The revised version of these Terms of Use will supersede any prior version of these Terms of Use. You can feel confident that if any revisions to the Terms of Use are not acceptable to you, you can suspend your use of the CyberTek Solution until your concerns are resolved, and we will work diligently to address them.

You agree that these Terms of Use are supported by reasonable and valuable consideration, as well as the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the CyberTek Websites and the CyberTek Solution.

I. Ownership

You acknowledge and agree that CyberTek and/or certain third parties are the owners of all intellectual property rights, whether registered or not, wherever in the world they may exist, including patent, trademark, copyright, and trade secret rights, in the CyberTek Solution and any data or information developed by CyberTek, and any techniques and ideas embodied and expressed in the preceding, including the structure, sequence, and organization of the CyberTek Solution, including all modifications, derivative works, updates or upgrades to it (the “Program Concepts”). The CyberTek Solution will include any manuals, specifications, instructions or other documents or materials provided by or made accessible by CyberTek under these Terms of Use (“Documentation”). You acknowledge that except for the limited access and use rights and provision of the CyberTek Solution granted hereunder, you have no rights in or to the CyberTek Solution or the Program Concepts. You shall not use any CyberTek copyright, trademark, service mark, or other proprietary intellectual property without CyberTek’s express written consent. You further agree that the CyberTek Solution contains proprietary and confidential information protected by applicable intellectual property and other laws, including, but not limited to, copyright. You agree that you will not use such proprietary information or materials in any way except for using the CyberTek Solution in compliance with these Terms of Use. None of the content, data, or information found within or accessible through the CyberTek Solution (except your own content, data, and information) may be copied, reproduced, republished, uploaded, posted, distributed, sold, transferred, or modified in any form without the express written permission of CyberTek.

The trademarks, logos, and service marks displayed within the CyberTek Websites and within the user interface of the CyberTek Solution (collectively, the “Trademarks”) are registered or common law trademarks of CyberTek or its affiliates, providers, or various third parties in the United States and/or other countries. CyberTek does not grant, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of CyberTek or such other party that may own the Trademarks.

II. Access to the CyberTek Solution

CyberTek and/or its licensors grant you a personal, non-exclusive, non-transferable, limited right to access and use the CyberTek Solution in accordance with these Terms of Use, provided that you do not (and do not permit anyone else to):

(a) license, copy, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the CyberTek Solution available to any third party,

(b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to software in the CyberTek Solution, or

(c) remove or obscure any CyberTek Solution identification, proprietary or copyright notice or other notices contained in the CyberTek Solution.

You shall use the CyberTek Solution solely for your internal business purposes as contemplated by these Terms of Use and shall not:

(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights.

(iii) send or store malicious code;

(iv) interferes with or disrupts the integrity or performance of the CyberTek Solution or the data contained therein.

(v) attempt to gain unauthorized access to the CyberTek Solution or related systems or networks.

(vi) access the CyberTek Solution to build a competitive CyberTek Solution or service or copy the features or user interface of the CyberTek Solution;

(vii) use the CyberTek Solution, or permit the CyberTek Solution to be used, for purposes of CyberTek Solution evaluation, benchmarking, or other comparative analysis intended for publication without CyberTek’s prior written consent; or

(viii) Permit access to the CyberTek Solution by a direct competitor of CyberTek.

THE USE OF THE CYBERTEK SOLUTION, EXCEPT FOR THE USE OF THE CYBERTEK SOLUTION AS EXPRESSLY PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED, AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE RIGHTS GRANTED HEREIN DO NOT CONSTITUTE A “CONVEYANCE” FOR PURPOSES OF THE GNU GENERAL PUBLIC LICENSE.

III. Use of the CyberTek Solution

You may provide access to the CyberTek Solution to your Users (as defined herein) pursuant to the terms in these Terms of Use. A “User” shall be defined as an individual who is authorized to use the CyberTek Solution and who has been supplied user identifications (“User IDs”) and passwords by CyberTek at your request. Users may include your employees (“Your Personnel”). Passwords and User IDs are non-transferrable and may only be used by one (1) User. You shall require that all Users accessing the CyberTek Solution keep their User IDs and password information confidential and that each User only use the CyberTek Solution for your benefit under these Terms of Use. Do not reveal your account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your User IDs and passwords and for all activities that occur on or through your and your Users’ User IDs, and you agree to notify CyberTek of any security breach of your account immediately. Provided we have exercised reasonable skill and due care, CyberTek shall not be responsible for any losses arising from the unauthorized use of your account resulting from you not following these rules. You agree to provide and confirm that you will provide accurate and complete information when you create your and your Users’ User IDs. You also agree to update your and your users’ information to keep it accurate and complete. Failure to provide accurate, current and complete information may result in the suspension and/or termination of your access to CyberTek Solution. You agree that CyberTek may use the information you provide for maintenance and billing fees.

User ID Security Requirements.

A User should not provide his or her username and/or password to anyone via email or telephone. CyberTek will never contact a User and request such User’s username and password.
A User should request that his or her username and password be changed immediately when:
- Any system access is replaced by new system access or is no longer used; or
- The hardware on which the CyberTek Solution resides is upgraded, changed, or disposed of.
Users should protect their User IDs and passwords so that only key personnel know this sensitive information. Unauthorized personnel should not have knowledge of a user’s username or password.
You shall create a unique username for each User to enable individual authentication and accountability for access to the CyberTek Solution. Each User of the CyberTek Solution must also have a unique logon password.
You shall ensure that Your Personnel do not share User IDs.
Users should develop passwords that:
- Are not easily guessable (i.e., your name or company name, repeating numbers and letters, or consecutive numbers and letters); and
- Contain a minimum of seven (7) alpha/numeric characters for standard User accounts.
You should implement a process to terminate access rights to the CyberTek Solution immediately for any User who has changed his or her job tasks and/or no longer requires access to the CyberTek Solution.

Any unauthorized use of any content, material, data, or information contained within or accessible through the use of the CyberTek Solution, including information and data transmitted to CyberTek in connection with its cloud services by others, may violate copyright laws, trademark laws, patent laws, the laws of privacy and publicity, and communications regulations and statutes. Any unauthorized use of such content, material, data, or information, including its unauthorized reproduction, modification, distribution, or re-publication, without CyberTek's or other third party's prior written permission, is strictly prohibited. The use of such content, material, data, or information within any third-party website or in any other environment of networked computers is strictly prohibited.

The CyberTek Solution may be used only for lawful purposes. Transmission of any material violating any local, state, federal, or export control law or regulation is prohibited. This includes, without limitation, material protected by copyright, patent, trademark, trade secret or other intellectual property right used without proper authorization. In addition, with respect to the CyberTek Solution and related cloud-based services, you agree not to use such CyberTek Solution to access, control, interfere with, or otherwise affect any network or appliance of any third party.

Use of the CyberTek Solution may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the CyberTek Solution may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Using the CyberTek Solution, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the CyberTek Solution for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. This assurance and commitment shall survive cancellation and termination of these Terms of Use.

When you submit or transfer any content, material, data, or information, including, without limitation, Your Data (as defined in Section V), to CyberTek or its servers using or through the CyberTek Solution, you are granting CyberTek and any third-party service providers and affiliates, a perpetual, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content, material, data, or information in any and all media or distribution methods. You represent and warrant that:

you own or otherwise control all rights in and to all such content, material, data, or information, or that the same is otherwise within the public domain,
(ii) you have full authority and consent to submit such content, material, data, or information and to grant the foregoing license set forth herein, and
(iii) such content, material, data, or information and any publication thereof within or through the CyberTek Solution does not and will not infringe or violate the rights of any third party, including, without limitation, any copyright, trademark, privacy, publicity, contract, statutory, common law or any other rights. The content, material, data, or information you submit may be modified or adapted for transmission, display, or distribution over computer networks or any media formats to conform to any requirements or limitations in working with such networks, services, devices, or media. CyberTek does not claim any ownership of the content that you submit, transfer, or provide to CyberTek using or through the CyberTek Solution.

Unless otherwise expressly authorized by CyberTek, using the CyberTek Solution and/or the information contained therein to send unsolicited, commercial mass e-mails, texts, or other messages, including, without limitation, commercial advertising and informational announcements, is expressly prohibited.

You shall not, in connection with your use of the CyberTek Solution, publish or transmit any information, data, text, comments, images, files, links, or other material that is, or which CyberTek considers in its sole and exclusive discretion to:

Be unlawful, harmful, threatening, abusive, harassing, defamatory, offensive, obscene, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable.
Sell or promote the CyberTek Solution or unlawful services.
Infringe or violate any copyright, patent, trademark, trade secret or other intellectual property right of any person or entity.
Harass, embarrass, demean, or cause distress or discomfort upon another user, individual, or entity.
Impersonate, spoof, or parody any other person or entity and/or
Include any personally identifying or private information of another person or entity.

You represent and warrant that you are of sufficient legal age to use the CyberTek Solution and to create binding legal obligations for any liability you may incur because of the use of the CyberTek Solution. You understand that you are financially responsible for all uses of the CyberTek Solution by you and those using the CyberTek Solution on your behalf, including your Users.

If CyberTek becomes aware that a User of the CyberTek Solution is in violation of these Terms of Use, CyberTek reserves the right to immediately suspend or terminate such User’s access to the CyberTek Solution without notice and to immediately remove any information, data, or content that violates these Terms of Use.

IV. CyberTek Responsibilities

CyberTek shall: always maintain the security and integrity of the CyberTek Solution and Your Data according to industry standards and an information security program and (ii) comply with all applicable local, state, federal, and foreign laws regarding the provisions of the CyberTek Solution and use of the Your Data. CyberTek reserves the right to take steps CyberTek believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that CyberTek may, without liability to you, access, use, preserve and/or disclose your information and content to law enforcement authorities, government officials, and/or a third party, as CyberTek believes is reasonably necessary or appropriate, if legally required to do so or if CyberTek has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of CyberTek, its other users, a third party, or the public as required or permitted by law.

V. User Information

You are responsible for all activities by Users, all actions taken through a User account, and for Users’ compliance with these Terms of Use. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data provided or made available by, or collected from, you and Your Personnel and Users, including, without limitation, personally identifiable information (“Your Data”), and, as further described below, for obtaining and maintaining all rights, permissions, authorizations, and consents related to the use, processing and storage of Your Data; (ii) prevent unauthorized access to, or use of, the CyberTek Solution, and notify CyberTek promptly of any such unauthorized access or use; (iii) ensure that you and all Your Personnel and Users comply with all applicable local, state, federal and foreign laws when using and accessing the CyberTek Solution and performing your obligations under these Terms of Use; and (iv) provide CyberTek’s privacy policy to Users and any other individuals from whom Your Data is collected and made available to CyberTek. You are responsible for any breach of these Terms of Use by any of Your Personnel and Users. As between CyberTek and You, all Your Data is your property and constitutes your Confidential Information (as defined in Section X below). For clarity, Your Data shall not include bookmarks, scores, user accounts, or statuses set up through the CyberTek Solution, except for any personally identifiable information.

Additionally, and without limiting your other obligations under these Terms of Use, you are responsible for complying with all applicable data protection and privacy laws, including, without limitation, EU data privacy laws (including the General Data Protection Regulation), with respect to your and/or Users’ use of the CyberTek Solution and with respect to Your Data. In furtherance of the foregoing, you represent, warrant and covenant to CyberTek that you will properly inform, and obtain and maintain all necessary rights, permissions, authorizations and consents from, Users and any other individuals from whom Your Data is collected and made available to CyberTek required to transfer Your Data to CyberTek lawfully and to enable CyberTek to lawfully collect, use, process and share Your Data and to process Your Data outside of a User’s or such other individual’s country of residence. Under no circumstances shall you provide or make available to CyberTek or allow CyberTek to collect, Your Data if you have not properly informed and obtained and maintained all necessary rights, permissions, authorizations and consents from the applicable User or other individual from whom Your Data is collected and made available to CyberTek, and provided such User or other individual a copy of, and opportunity to review, CyberTek’s privacy policy. If a User or any other individual from whom Your Data is collected and made available to CyberTek objects to CyberTek’s privacy policy, you shall not provide or allow CyberTek to collect any data from such User or other individual.

As further explained in CyberTek’s privacy policy, which is hereby incorporated by reference, you understand that by using the CyberTek Solution, you consent and agree to the collection and use of Your Data and information about your and your Users’ use of the CyberTek Solution. You further consent and agree that CyberTek has the right to collect, maintain, transmit, process, and use information that your web browser provides to CyberTek’s web server, including, without limitation, any third-party website from which you linked to the CyberTek Solution, the identity of your Internet service provider, or the type of browser you are using. CyberTek may use such information in an aggregated form to measure the usefulness and popularity of the CyberTek Solution. In addition, CyberTek reserves the right to collect, maintain, transmit, process, use, and publish demographic information regarding, and demographic information derived from, Users of the CyberTek Solution. CyberTek may further delegate such data collection and analytic procedures to a third party (and/or utilize a third-party software program in connection with such data collection and analytic procedures).

With respect to the CyberTek Solution, CyberTek may collect and aggregate data related to your usage of the CyberTek Solution, including, without limitation, data that indicates how frequently you are using certain features of the CyberTek Solution. In addition, CyberTek may further delegate such data collection and analytic procedures to a third party (and/or utilize a third-party software program in connection with such data collection and analytic procedures).

You agree that CyberTek and its subsidiaries and agents may collect, maintain, process, and use diagnostic, technical, usage, and related information, including, but not limited to, technical information about your computer, system, Wi-Fi and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, CyberTek Solution support and other services to you (if any) related to the CyberTek Solution, and to verify compliance with the terms of these Terms of Use. To enable CyberTek’s partners and third-party developers to improve their software, hardware and services designed for use with the CyberTek Solution, CyberTek may also provide any such partner or third-party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, if the diagnostic information is in a form that does not personally identify you.

CyberTek may examine your and your Users’ use of the CyberTek Solution. If the examination reveals that you have improperly used the CyberTek Solution, CyberTek shall bill you for such unauthorized use based upon CyberTek’s standard fees in effect when the examination is completed. If the underpaid fees exceed five percent (5%) of the Fees (as defined in Section VI below) actually paid, then you will also pay CyberTek’s reasonable costs of conducting the examination.

Upon termination of your access to the CyberTek Solution, CyberTek will make all Your Data available for download for thirty (30) days. After such a 30-day period, CyberTek shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, be permitted to delete all Your Data in its systems or otherwise in its possession or under its control.

VI. Price and Payment

You shall pay CyberTek the fees for the CyberTek Solution outlined in these Terms of Use or otherwise provided on an invoice from CyberTek to you for the Initial Term (as defined in Section VII below) and fees for any Renewal Term (as defined in Section VII below) shall be at CyberTek’s standard fees in effect at the time of the commencement of the applicable Renewal Term (the “Fees”). CyberTek will send you an invoice for any Fees that are not paid through a CyberTek Website at the time of purchase, and all payments for such invoiced Fees shall be due within thirty (30) days after the invoice date. You shall pay a late charge of one and a half percent (1½%) per month or the highest amount allowed by law, whichever is more, on all amounts not paid to CyberTek when due hereunder. All Fees are non-refundable, and all payment obligations are non-cancelable. Without limiting the foregoing, failure to pay Fees for any Renewal Term within thirty (30) days after the invoice date will suspend your access to the CyberTek Solution until such Fees and applicable late charges are paid to CyberTek in full. CyberTek’s right to suspend your access to the CyberTek Solution as set forth herein is in full reservation of CyberTek’s rights and remedies under these Terms of Use, at law and in equity, including, without limitation, CyberTek’s right to collect payment for Fees. Additionally, suspension of your access to the CyberTek Solution shall not result in cancellation or termination of the applicable Renewal Term, and you shall remain responsible for all of your obligations to CyberTek during such Renewal Term.

Fees and all other amounts due to CyberTek as outlined in these Terms of Use are net amounts to be received by CyberTek, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, GST, excise, ad valorem, use, and similar taxes (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by you or otherwise due as a result of these Terms of Use. You shall be responsible for and shall pay all taxes relating to the performance of these Terms of Use, provided that this paragraph does not apply to taxes based solely on CyberTek’s income.

VII. Term of Use of CyberTek Solution and Termination/Suspension of Access

Your access to the CyberTek Solution shall begin on the date you purchase or access the CyberTek Solution, whichever is earlier, and shall continue year-to-year unless you provide written notice to CyberTek at least thirty (30) days before the expiration of the then-current annual term (the initial year shall be referred to as the “Initial Term” and each subsequent year shall be a “Renewal Term”) (together, the Initial Term and subsequent Renewal Term(s) shall be considered the “Term”).

Suspension of Service. If you fail to pay amounts owed within thirty (30) days of the due date (except with respect to Fees then under reasonable and good faith dispute), in addition to any of its other rights or remedies, CyberTek reserves the right to immediately suspend the CyberTek Solution, without liability to you, until such amounts are paid in full.

Termination by CyberTek. CyberTek may terminate your access to the CyberTek Solution granted by these Terms of Use effective upon thirty (30) days prior written notice if you or any of Your Personnel or Users commit any breach of these Terms of Use that remains uncured within such period.

Immediate Termination. In addition to the foregoing rights, your access to the CyberTek Solution shall terminate immediately upon written notice by CyberTek to you for any breach by you, Your Personnel, or your Users of any of the restrictions on the use of the CyberTek Solution or any confidentiality obligations in these Terms of Use.

Effects of Termination. Upon termination of your access to the CyberTek Solution, all rights and access to the CyberTek Solution granted hereunder to you and your Users shall terminate immediately. Immediately upon such termination, you and your Users shall (i) cease all use of the CyberTek Solution; (ii) return to CyberTek any Confidential Information of CyberTek in your possession or control (including any copies thereof); and (iii) delete all Documentation provided by CyberTek. No termination of access to the CyberTek Solution shall release you from any obligation to pay CyberTek any amount which has accrued or become payable at or prior to the termination date.

VIII. Exclusions of Warranty & Disclaimers

CyberTek warrants that it will provide the CyberTek Solution in a manner consistent with general industry standards reasonably applicable to its provision.

CyberTek hereby disclaims all damages, claims, and responsibility arising from any problems, loss of data or information, failure to operate a home network or appliance properly, or any other damages you may experience arising from your use of or reliance on the CyberTek Solution.

OTHER THAN THE WARRANTY IN THIS SECTION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CYBERTEK SOLUTION IS PROVIDED ON AN “AS IS” BASIS. CYBERTEK DOES NOT WARRANT THE ACCURACY, COMPLETENESS, FUNCTIONALITY, OR RELIABILITY OF THE CYBERTEK SOLUTION. CYBERTEK AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IN PARTICULAR, CYBERTEK AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE CYBERTEK SOLUTION WILL MEET YOUR REQUIREMENTS OR (II) ANY DEFECTS OR ERRORS IN THE SOFTWARE OR CYBERTEK SOLUTION PROVIDED TO YOU WILL BE CORRECTED.

CYBERTEK DOES NOT REPRESENT OR GUARANTEE THAT THE CYBERTEK SOLUTION OR ANY THIRD-PARTY SOFTWARE (AS DEFINED IN SECTION XII BELOW) WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND CYBERTEK DISCLAIMS ANY LIABILITY RELATING THERETO. CYBERTEK ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE CYBERTEK SOLUTION OR ANY THIRD-PARTY SOFTWARE. IN NO EVENT SHALL CYBERTEK BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO REAL PROPERTY, DAMAGES TO TANGIBLE PROPERTY, LOST PROFITS, OR LOST DATA), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THE CYBERTEK SOLUTION OR THIRD PARTY SOFTWARE, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE THE CYBERTEK SOLUTION OR ANY THIRD PARTY SOFTWARE), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY CYBERTEK, THE CYBERTEK SOLUTION OR ANY THIRD PARTY SOFTWARE.

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE CYBERTEK SOLUTION IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA, OR INFORMATION PROVIDED BY THE CYBERTEK SOLUTION OR THIRD-PARTY SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

IX. Limitation of Liability

To the extent permitted by applicable law, CyberTek’s liability shall be limited to the total amount you paid for the use of the CyberTek Solution. Your sole and exclusive remedies under these Terms of Use are as expressly outlined in these Terms of Use.

EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, NEITHER CYBERTEK NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU, ANY USERS OR ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF THE CYBERTEK SOLUTION OR THIRD PARTY SOFTWARE (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE CYBERTEK SOLUTION, THIRD PARTY SOFTWARE OR YOUR OR USERS’ EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF E-MAIL OR OTHER INFORMATION OR DATA); OR

(B) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE CYBERTEK SOLUTION OR THIRD PARTY SOFTWARE BY YOU, ANY USER OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

NEITHER CYBERTEK NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO YOUR OR USERS’ EQUIPMENT. IN THE EVENT OF DAMAGE TO YOUR OR ANY USER’S EQUIPMENT CAUSED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY CYBERTEK, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS, CYBERTEK SHALL PAY AT ITS SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.

NEITHER CYBERTEK NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF THIRD-PARTY SOFTWARE. YOU AGREE THAT ANY CLAIMS ARISING OUT OF OR RELATED TO THIRD-PARTY SOFTWARE SHALL BE BROUGHT DIRECTLY AGAINST THE THIRD-PARTY SOFTWARE PROVIDER AND NOT AGAINST CYBERTEK OR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS.

All limitations and disclaimers stated in these Terms of Use also apply to CyberTek’s third-party contractors as third-party beneficiaries of these Terms of Use.

All representations, indemnifications, and limitations of liability contained in these Terms of Use shall survive the cancellation or termination of these Terms of Use; any other obligations of the parties hereunder shall also survive if they relate to the period before cancellation or termination or if, by their terms, they would be expected to survive such cancellation or termination.

X. Confidentiality

You expressly acknowledge and agree to keep (i) the terms of these Terms of Use, (ii) Program Concepts as described above, (iii) the CyberTek Solution and any screen displays, user interfaces, and web applications relating thereto, and (iv) information designated as confidential by CyberTek, including, but not limited to (regardless of form or media), data, processes, pricing, prototypes, methods, concepts, research, development and business activities, whether obtained or disclosed verbally or in writing (collectively, “Confidential Information”) confidential and secure and to protect the confidentiality of CyberTek’s Confidential Information using at least the same degree of care that you use to protect your own similar information. Unless such disclosure is authorized by CyberTek in writing, you shall not (a) use CyberTek’s Confidential Information for any purpose except as authorized under these Terms of Use, (b) disclose any such Confidential Information to any person (except to Your Personnel and Users who are bound by obligations of confidentiality and agree to use the information on a need-to-know basis), or (c) disclose any such Confidential Information required by court or judicial order without first informing CyberTek and cooperating with CyberTek regarding such disclosure. The obligations in this paragraph shall not apply to information which (1) is or becomes a part of public knowledge through no act or omission of yours, (2) was rightfully, without a duty of confidentiality, in your possession prior to disclosure by CyberTek, or (3) is independently developed by you without the use of any of CyberTek’s Confidential Information. You will be responsible for ensuring that Your Personnel and Users maintain the confidentiality of CyberTek’s Confidential Information. Breach of this paragraph by you, Your Personnel, or Users will cause CyberTek irreparable damage for which recovery of monetary damages would be inadequate, and CyberTek shall, therefore, be entitled to obtain timely injunctive relief to protect CyberTek’s rights under these Terms of Use in addition to any and all remedies available at law. Confidential Information that constitutes trade secrets shall remain confidential for as long as such information shall remain a trade secret under applicable law and, about all other Confidential Information, shall remain confidential during the Term and for three (3) years thereafter.

XI. Third Party Content

While using the CyberTek Solution, you may link to websites, applications, and software of one or more third parties that are not affiliated with CyberTek. CyberTek is not responsible for the contents of those third-party websites or any subsequent links and has no control over the contents therein. Nor is CyberTek responsible for the functionality or problems associated with any software that is controlled by any third party.

CyberTek is not responsible for webcasting, or any other form of transmission received from any linked website. Reliance on the contents of a third-party website (or third-party applications or software) is done at your own risk, and you assume all responsibilities and consequences resulting from such reliance. If you decide to access other websites (or use other applications or software) in connection with the CyberTek Solution, you do so at your own risk.

CyberTek does not represent or warrant that the contents of any third-party website are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. All opinions expressed on third party websites are not those of CyberTek, and CyberTek does not endorse the contents of such third party websites in any way.

Your use of third-party resources is subject to the terms and conditions of use and/or privacy policies established by those third parties. Some third parties may impose fees for access to their resources, and you are responsible for all such fees.

All references to third-party solutions, services, companies, programs, and websites on the CyberTek Solution, including screenshots, are for informational purposes only and are not an endorsement, recommendation, or representation that CyberTek is in any way affiliated with any third party. All third-party trademarks displayed on the CyberTek Solution are the property of their respective owners.

XII. Third-Party Software; Open Source Software

The CyberTek Solution may use, and in connection with accessing and using the CyberTek Solution, you may have access, directly or indirectly, to third-party software and components subject to separate licenses, terms, and conditions (“Third Party Software”). Such Third-Party Software may include software and components that are subject to the GNU General Public License or other “open source” licensing terms or are otherwise subject to requirements that such materials be distributable or otherwise made available on a royalty-free basis (“Open Source Software”). To the extent applicable, CyberTek will identify such Open Source Software. The applicable license for Third Party Software, including Open Source Software, may require CyberTek to provide the Third Party Software to you on the terms of a separate third-party license, including, in the case of Open Source Software, the terms of an “open source” license, rather than these Terms of Use. By using the CyberTek Solution and any Third-Party Software, you agree to abide by the terms and conditions of the applicable third-party license(s), including any applicable “open source” license(s) of which CyberTek notifies you. Nothing in these Terms of Use limits your rights under or grants you rights that supersede the terms and conditions of any applicable “open source” license(s) for Open-Source Software. Under no circumstances shall the CyberTek Solution or any portion thereof (except for Open-Source Software contained therein, if any) be deemed to be “open source” or “publicly available” software. To avoid doubt, any Open-Source Software is made available in addition to, and is not incorporated into or made a part of, the CyberTek Solution.

WITHOUT LIMITING THE EXCLUSIONS AND DISCLAIMERS OF WARRANTY OUTLINED IN SECTION VIII, CYBERTEK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE THIRD PARTY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES WITH RESPECT TO THE FUNCTIONALITY OF THE THIRD PARTY SOFTWARE WITH THE CYBERTEK SOLUTION. You acknowledge that CyberTek is not the developer or manufacturer of Third-Party Software and is not the agent of any Third-Party Software provider. No representation or promise made by any Third-Party Software provider will be deemed made by or binding upon CyberTek, and CyberTek shall not be responsible for any acts or omissions on the part of any Third-Party Software provider. CyberTek provides no third-party software warranty, maintenance, or technical support. CyberTek shall not be responsible or liable for your access to or use of the Third-Party Software or any personal injury, property damage (tangible or intangible), or other losses arising from or related to your access to or use of any Third-Party Software.

XIII. Violations of These Terms of Use

CyberTek reserves the right to take steps CyberTek believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that CyberTek may, without liability to you, access, use, preserve and/or disclose your account information to law enforcement authorities, government officials, and/or a third party, as CyberTek believes is reasonably necessary or appropriate, if legally required to do so, or if CyberTek has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of CyberTek, its users, a third party, or the public as required or permitted by law.

If you violate or attempt to violate any part of these Terms of Use, CyberTek reserves the right to terminate your access to the CyberTek Solution immediately, at its sole discretion, with or without notice of any kind. CyberTek also reserves the right to involve and cooperate with law enforcement agencies and to pursue a civil lawsuit or criminal prosecution for any and all alleged or actual illegal activities involving CyberTek Solution.

XIV. Indemnification

You agree that you shall be responsible for and shall indemnify, defend, and hold harmless CyberTek and its affiliates, officers, directors, employees, suppliers, agents, contractors, and representatives and shall reimburse CyberTek for any damages, injuries, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by CyberTek in connection with any and all claims, proceedings, suits, judgments, and causes of action arising out of (a) any violation of applicable laws or regulations by you, any Users or any parties who use your CyberTek Solution account, with or without your permission; (b) use of the CyberTek Solution or Third Party Software by you or any Users; (c) violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from your or Users’ use of the CyberTek Solution or Third Party Software; (d) Your Data; and/or (e) your breach of any provision of this these Terms of Use, including, without limitation, the provisions of Section V, regardless of the nature of the cause of action or claim.

If a third party claims that the CyberTek Solution infringes any U.S. patent, copyright, or trademark or violates its trade secrets, CyberTek will (a) defend you against any such claim at CyberTek’s expense and (b) pay all damages that a court finally awards, provided that you notify CyberTek in writing within thirty (30) days of the claim or cause of action and give CyberTek sole control of, and cooperate with CyberTek in, the defense thereof or any related settlement negotiations. If any such claim is made or is likely to be made (in CyberTek’s sole judgment), CyberTek shall, at its discretion, either obtain the right for you to continue to use the affected portion of the CyberTek Solution or modify or replace the affected portion of the CyberTek Solution. If CyberTek cannot procure either option, CyberTek may terminate your and your Users’ access to the CyberTek Solution immediately upon notice to you. CyberTek has no obligation to you under this paragraph (i) if you are using any version of the affected portion of the CyberTek Solution that is more than one (1) release behind the then-current version, (ii) if the claim results from your or Your Personnel’s or Users’ use of the CyberTek Solution in a manner not authorized by CyberTek in these Terms of Use, or (iii) if the claim is based on your modification of the CyberTek Solution or its combination, operation, or use with any solution, data, or apparatus. This paragraph states CyberTek’s entire obligation to you and your exclusive remedy with respect to any claim of infringement.

XV. Electronic Communications

You agree that CyberTek may communicate electronically by e-mail and/or may make communications available to you by posting them on the CyberTek Websites and that such communications, as well as notices, disclosures, Terms of Use, and other communications that CyberTek provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by CyberTek.

XVI. Dispute Resolution

YOU MUST CONTACT CYBERTEK WITHIN SIX (6) MONTHS OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE (EXCEPT FOR BILLING DISPUTES), OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.

You and CyberTek agree that you will try to resolve disputes informally before arbitration. If the dispute cannot be resolved by telephone, you agree to notify CyberTek of the dispute by sending a written description of your claim to CyberTek MSSP LLC., 3 West Garden Street, Suite 217Pensacola, FL 32502, so that CyberTek can attempt to resolve it with you. If CyberTek does not satisfactorily resolve your claim within thirty (30) calendar days of receiving notice of it, then you may pursue the claim in arbitration. Neither you nor CyberTek may initiate arbitration without first providing the other party with notice of the claim and following the informal dispute resolution procedure provided in this Section.

XVII. Support

Except as otherwise stated on the CyberTek Websites, CyberTek shall not be obligated to provide any support or maintenance services for the CyberTek Solution or Third-Party Software or provide you with any future modifications, updates, or upgrades. CyberTek does not represent that the CyberTek Solution or Third-Party Software will be error-free or uninterrupted or that all errors or failures can be corrected.

XVIII. Copyright Notice – DMCA

Pursuant to the Digital Millennium Copyright Act (the “DMCA”), you may file a notification of claimed infringement (“Notification”) with the Designated Agent of CyberTek identified below if you believe that a Web page hosted by CyberTek is violating your rights under U.S. copyright law. (See Title 17, United States Code, Section 512(c)(3)). If you believe that any content in which you claim copyright has been infringed by anyone using the CyberTek Solution, please contact CyberTek’s Designated Agent as described below. CyberTek may, in its sole discretion, suspend and/or terminate accounts of users that are found to be repeat infringers.

Procedure for Making Claim of Copyright Infringement
To serve a Notification on CyberTek, send your Notification to:
Name of Designated Agent to Receive Notification: DMCA Agent
Address to Which Notification Should Be Sent: 3 West Garden Street, Suite 217Pensacola, FL 32502
Email Address of Designated Agent: This email address is being protected from spambots. You need JavaScript enabled to view it.

Notification.

To be effective under the DMCA, the Notification must (i) be in writing and (ii) be provided to the Designated Agent of CyberTek.

For such a complaint to be effective under the DMCA, the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site.
Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CyberTek to locate the material.
Information reasonably sufficient to permit CyberTek to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information described in 1 through 6 above, CyberTek will:

Remove or disable access to the material that is alleged to be infringing.
Take reasonable steps to promptly notify the subscriber that it has removed or disabled access to the material.

Counter Notification.

If a notice of copyright infringement has been filed against you, you may file a counter notification (“Counter Notification”) with CyberTek’s Designated Agent. To be effective, a Counter Notification must be written and include substantially the following:

A physical or electronic signature of the subscriber.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled.
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located or if the subscriber’s address is outside of the United States, for any judicial district in which CyberTek may be found, and that the subscriber will accept service of process from the person who provided Notification or an agent of such person.

Upon receipt of the written Counter Notification containing the information as described in 1 through 4 above, CyberTek will:

Promptly provide the complaining party with a copy of the Counter Notification.
Replace the removed material or cease disabling access to the material within 10 to 14 business days following receipt of the Counter Notification unless CyberTek’s Designated Agent first receives notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringing party from engaging in infringing activity relating to the material on CyberTek’s system or network.

NOTE: Under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred due to the removal or blocking of the material, court costs, and attorneys’ fees. (See Title 17, United States Code, Section 512(d)).

NOTE: The information in Section XVIII is provided for informational purposes only and is not intended as legal advice. You should consult an attorney if you believe your rights under U.S. copyright law have been infringed.

XIX. Miscellaneous

All rights not expressly granted to you in these Terms of Use are hereby reserved by CyberTek.

These Terms of Use and their performance shall be governed by the laws of the State of Florida, United States of America, without regard to its conflict of law’s provisions.

You may not assign, convey, subcontract, or delegate your rights, duties, or obligations hereunder. CyberTek may assign these Terms of Use to any purchaser of all or substantially all of the assets to which they relate.

CyberTek may amend and modify these Terms of Use at any time, and your continued use of the CyberTek Solution will be conditioned upon the terms and conditions in force at the time of your use. You may not modify these Terms of Use.

These terms and conditions shall be deemed severable. If any provision is unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

CyberTek does not waive any provision or right. CyberTek fails to insist upon or enforce strict performance of any provision of these Terms of Use. Unless otherwise agreed to by you and CyberTek in writing, these Terms of Use constitute the entire agreement and understanding between you and CyberTek relating to the subject matter hereof and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter.

XX. Data Breach Coverage

North American Data Security Risk Purchase Group (NADS RPG) is a comprehensive breach protection program that provides up to $100,000 USD per Merchant ID (MID) in protection against average losses associated with a data breach that involves cardholder data (referred to as “Data Breach Coverage”). Administered by Royal Group Services, LLC (RGS), this policy covers the cost of the mandatory forensic audit, card replacement costs, and related expenses, PCI DSS and regulatory fines and assessments resulting from a breach, cost of Account Data Compromise Recovery (ADCR) fines for credit card fraud, and software and hardware upgrades when ordered in lieu of a fine, under a sub-limit up to $15,000, and breach notification expenses under a sub-limit up to $10,000 including drafting of notification letters, printing and mailing expenses, and required media notifications (i.e., newspaper or radio announcement).

You acknowledge and agree eligibility to receive such Data Breach Coverage requires that the MID the incident originated to satisfy (i) 80% of the total population of Users to have completed the training successfully as shown in the administration dashboard (Course ID: VLS518), and (ii) maintain a Total Index Composite (TIC) score of 90% or more fantastic, and (iii) you need to send every active employee email address a simulated phishing attack at least twice annually. The Data Breach Coverage is valid only during the said license term, and you need to be onboarded as a customer 60 days after the initial order to be eligible. Offer limited to a one-time incident over 12 months per account.