TERMS OF SERVICE
These Terms of Service are entered into between CyberRatings.org, a Texas corporation having its primary place of business at 2303 Ranch Road 620 South – Suite 160, #501, Austin, TX 78734 (“CyberRatings”), and the individual, organization, or business entity making a purchase of CyberRatings products and/or services (or those entities which have executed any type of transaction, embodied in an Agreement, Purchase Agreement, or other Sales Document with CyberRatings, which references these Terms of Service) (“Client,” or “Company,” or “Customer”) (“Terms”).
These Terms are entered into as of the date, as applicable, of: (1) an online purchase; (2) the Effective Date of any Agreement or Contract executed between CyberRatings and Client which references these Terms; or (3) the date on which full and proper execution is completed for any Purchase Agreement or other Sales Document (“Terms Effective Date”).
CyberRatings provides membership services and subscriptions for security research, ratings services. Client wishes to engage CyberRatings to provide those specific Services as identified on the accompanying Purchase Agreement or Quote, on the terms and conditions contained in these Terms
- “Company Parties.” “Company Parties” are those employees, directors, officers, agents, and affiliates of Client who are permitted to use the Services under these Terms.
- “EULA.” EULA is the abbreviation for, and term commonly used to refer, to an “End-User License Agreement. A EULA is a license agreement for the use of any Software/Service that is provided with, shipped with, accompanies, is included in (e.g., part of a product installer, or executable), made available by download, or is required as a click-through prior to use of, such Software/Service and that must be accepted by any party using the Services (end users) prior to use. A EULA is part of the Online Terms presently found here.
- “Intellectual Property Rights.” The term Intellectual Property Rights means any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, and derivative works thereof; (ii) trademark and trade name rights; (iii) trade secret rights; (iv) patents, mask work rights, design rights, and other industrial property rights, and; (v) all other intellectual property rights of every kind and nature, however designated, whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof.
- “CyberRatings Materials.” CyberRatings materials are any reports, documentation, software, Services, or any other materials provided or made available to you by CyberRatings pursuant to any purchase.
- “Online Terms.” The term “Online Terms” means these terms and conditions imposed on use of the Services, and/or on Company, customers, or end-users in general by CyberRatings and published on the Website. CyberRatings is entitled to update its Online Terms and/or EULA at any time.
- “Purchase Agreement.” A “Purchase Agreement” is any invoice, sales order, order document, order form, service order, or any other document which describes the particular Services, term, and price for a given transaction under these Terms.
- “Report.” The term “Report” means (a) any analyst reports, product assessments, product ratings, or other information available as part of the Services and/or (b) analysis CyberRatings provides related to or based on any of the foregoing.
- “Sales Document.” A “Sales Document” is any document which, signed by both CyberRatings and a customer, provides the dates, products, descriptions of Services, price, term, and other transaction details preceding, pursuant to, or contemporaneous with a sale by CyberRatings.
- “Services.” The term “Services” means the services rendered by CyberRatings pursuant to Purchase Agreement (and/or any Sales Document) between CyberRatings and Client.
- “Website.” The term “Website” means www.cyberratings.org, any webpage associated with www.cyberratings.org, and/or such other URL as is provided by CyberRatings from time to time
2) Payment Terms
- Fees. Provision of Services by CyberRatings to Client are contingent upon Client’s submittal of payment as defined on an accompanying Purchase Agreement or other Sales Document.
- Suspension. CyberRatings reserves the right to suspend Services for which fees are thirty (30) days or more overdue, excepting those amounts subject to a good-faith dispute.
- Taxes. Fees for Services are stated are exclusive of any federal, state, municipal, or other government taxes that may be imposed upon use of the Services. Client is solely responsible for paying any applicable taxes, limited to those imposed upon the transaction(s) described in the Purchase Agreement or Quote(s).
3) Use of Reports
- Restrictions. Client acknowledges and agrees that any and all CyberRatings Materials are the property of CyberRatings or its licensors, that they contain valuable assets, proprietary information and property of CyberRatings, and are provided to Client only for use strictly in accordance with the terms and conditions of these Terms.
- Company shall not (and shall not encourage or assist any person acting by or through Company) undertake or attempt to undertake any of the following without CyberRatings express prior written consent:
- Download, use, install, deploy, perform, modify, license, display, reproduce, distribute, or disclose the CyberRatings Materials (even if merged with other materials as a compilation) other than as expressly allowed under any other provision of these Terms;
- Sell, license, transfer, rent, loan, pledge, or allow any third-party access to, the CyberRatings Materials;
- Modify, translate, reverse engineer (except to the limited extent required to be permitted by applicable law), decompile, disassemble, create derivative works based on, sublicense or distribute any CyberRatings Materials;
- Remove, alter, or obscure any copyright notice, proprietary notice, labels or marks in or on the CyberRatings Materials;
- Post or make generally available any CyberRatings Materials (in whole or in part) to individuals or a group individuals who have not agreed to these Terms and/or the EULA;
- Share any user authentication information and/or password related to the Services with any third party to allow a third party to access the Services or CyberRatings Materials; or
- Collect information or content from the Website using automated means (such as harvesting bots, robots, spiders, or scrapers);
- Fail to comply with local and federal laws in connection with the use of the Services or CyberRatings Materials;
- Make the Services or CyberRatings Materials available externally, or for external use;
- Make the Services or CyberRatings Materials available for timesharing, application service provider, or service bureau use.
- Reports. Reports (both single use and otherwise; including, but not limited to, analyst reports, analyst briefs, product ratings and assessments, public test results, comparison tests, test reports, graphics, and research reports) are available for purchase, but are not permitted to be shared or distributed outside of the Customer’s business organization, unless such rights are specifically purchased pursuant to a Purchase Agreements.
4) Copyright and Quote Policy
- Notwithstanding any of the restrictions herein, certain limited use of copyrighted CyberRatings Material may be permitted to be used outside of the Company. Only those Companies that have executed specific Purchase Agreements are allowed such use, and any such use shall be subject to the CyberRatings Copyright and Quote Policy, located here, which is specifically incorporated herein.
5) Confidential Information
- Definition; Exclusions. “Confidential Information” disclosed by one party (“Disclosing Party”) to the other party (the “Receiving Party”) means all information disclosed by the Disclosing Party hereunder in whatever form (whether tangible or intangible, in writing, orally, electronically, in all types of computer memory or storage, or other media) that should reasonably be understood by the Receiving Party, because of legends, or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential. For the avoidance of doubt, “Confidential Information” of CyberRatings includes but is not limited to these Terms, the Software, the Documentation, Aggregate Data, and Reports.
- Aggregate Data. CyberRatings shall have the right to collect and use aggregate, non-identifiable data (collectively, “Aggregate Data“) resulting from Company’s use of the Services and/or use by any person or entity using the Services by or through the Company. The parties agree that Aggregate Data shall be owned by CyberRatings. CyberRatings will not use the Aggregate Data in any manner so as to identify it as Company’s (or its customer’s) data.
- Mutual Warranties.
- Each party represents and warrants to the other party that: (a) the signing, delivery, and performance of any Purchase Agreements and/or other Sales Documents; (b) the execution and delivery by it of these Terms and the consummation of the transactions contemplated hereby do not and will not conflict with or result in a breach of the terms, conditions, or provisions of, any agreement or instrument to which such party is bound; and (c) the terms of these Terms will be carried out without violation of law, applicable codes, or other rules, the contravention of which could result in penalties or other liability.
- CyberRatings Warranty.
- CyberRatings warrants that it will provide the services in conformance with the written, mutually-executed documentation.
- Warranty Disclaimers.
- Company understands and acknowledges that CyberRatings provides information services only. The information provided through the Services and Materials is believed by CyberRatings to be accurate and reliable at the time of publication, but is not guaranteed; CyberRatings also disclaims any obligation to update such Materials. All use of and reliance on the Services, Reports, Documentation, and Materials are at Company’s sole risk.
7) Term and Termination
- The initial term (“Initial Term”) of any Membership or Subscription under these Terms shall commence on the Start Date indicated on the Purchase Agreement (or other sales document) and shall continue for the duration of the term described in the Purchase Agreement (or other sales document), unless and until terminated in accordance with these Terms. Memberships and Subscriptions purchased pursuant to these Terms shall automatically renew for additional one (1) year periods beginning the day after the expiration of the then current term (each a “Renewal Term”) unless either party provides written notice of non-renewal, no later than thirty (30) days prior to the last day of the then-current term. Pricing for any Renewal Term shall be at then-current rates, and Client shall be invoiced upon the renewal.
- For any and all online purchases, the initial term (“Initial Term”) of any Membership or Subscription under these Terms shall commence on the date of purchase (“Online Effective Date”) and shall continue for one (1) year, unless and until terminated in accordance with these Terms. Memberships and Subscriptions purchased online shall automatically renew for additional one (1) year periods upon each anniversary of the Online Effective Date (each a “Renewal Term”) unless either party provides written notice of non-renewal, no later than thirty (30) days prior to the last day of the then-current term. Pricing for the Renewal Term shall be at then-current rates, and Client shall be charged on or about the first date of the Renewal Term.
- Termination for Material Breach.
- If either party commits any material breach of these Terms, and such breach is not cured within ten (10) days after the non-breaching party gives written notice of such breach, then the non-breaching party shall be entitled to terminate the Agreement and any affected orders under it, immediately upon written notice thereof to the breaching party. Additionally, in the event that either party communicates its intent to violate or not uphold any of its obligations under these Terms, the other party may terminate these Terms, along with any associated Purchase Agreement or Quotes, after communication, but prior to any actual breach.
- Right to Suspend Service.
- CyberRatings may, in its sole discretion, and without waiving its subsequent termination rights, immediately issue a warning, temporarily suspend, or indefinitely suspend Company’s account and/or the provision of Services to Company, if Company (a) takes any action which threatens the integrity of CyberRatings’ network or any other party’s network; (b) takes any action inconsistent with these Terms which could impose upon CyberRatings any legal liability to a third party, (c) breaches any licensing restrictions, (d) fails to perform its payment obligations; or (d) if CyberRatings is unable to verify or authenticate any information Company has provided.
8) General Provisions
- Governing Law, Jurisdiction, and Venue. The rights and obligations of the parties shall be governed by, and these Terms (and any disputes or controversies arising thereunder) shall be construed and enforced in accordance with, the laws of the State of Texas, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction.
- Waiver. These Terms will inure to the benefit of the parties’ permitted successors and assigns. Failure to enforce a right in one circumstance shall not be deemed waiver of such right in any other circumstance.
- Online Terms. Except as expressly set forth otherwise herein, all rights are cumulative. No amendment or waiver of these Terms will be binding unless it has been mutually agreed to in writing by both parties. Notwithstanding the foregoing, the parties acknowledge and agree that certain supplemental policies, requirements, and procedures, are contained in, and may be updated by CyberRatings unilaterally via Online Terms, which are incorporated into these Terms by this reference. Changes posted via Online Terms are binding on Company after posting by CyberRatings.
- Export. The Services are subject to U.S. Government export laws and regulations. Company shall not export, re-export, or transfer the Services or Confidential Information received from CyberRatings without first obtaining the appropriate U.S. Government approvals.
- Order of Precedence. In the event of any conflict between or among any documents comprising, or coming under, these Terms, the following order of precedence shall apply in the following order from highest priority to lowest priority: (a) The Purchase Agreement or quote describing a particular order or CyberRatings Services; (2) these Terms; (c) any service order executed between the parties; and (d) any applicable online terms, including the EULA.
- Notices. Unless otherwise expressly provided herein, any notice, demand, request, or other communication required or permitted to be given under these Terms shall be made in writing (with notice deemed given upon receipt or refusal) by electronic mail, personal delivery, overnight courier, or certified or registered mail, return receipt requested; addressed to a party as provided in this Section or such other address as such party may request by notifying the other party (or parties) thereof in writing.
- Any notice to Client shall be addressed to representative listed on the Purchase Agreement or Sales Document. If no representative is listed by Client, notices to Client shall be sent to the most appropriate Client address on file with CyberRatings.
- Counterparts. These Terms may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that a facsimile or PDF of a signed counterpart shall be as effective and have the same force and effect as the original thereof.
- Client Purchase Orders and Other Forms. All purchase orders, quotes (which shall set forth pricing/product related details), or other forms exchanged by the parties will be governed by these Terms.
- Entire Agreement. The terms and conditions of these Terms (including all Purchase Agreements, Sales Documents, any EULAs, and all other documents incorporated by reference) constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof.
- Force Majeure. CyberRatings shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control, including but not limited to pandemic, fire, flood, war, terrorism, embargo, strike, riot, or the intervention of any governmental authority.
- Independent Contractor. CyberRatings is an independent contractor to Company. Neither party is the legal representative, agent, joint venturer, partner, employee, or employer of the other party under these Terms for any purpose whatsoever. Neither party has any right, power, or authority to assume or create any obligation of any kind or to make any representation or warranty on behalf of the other party, or to bind the other party in any respect.
- Publicity. Client hereby grants CyberRatings permission to make reasonable use of the name and logo of Client for CyberRatings promotional activities, marketing materials, and case studies.