Product Terms and Conditions

These Terms & Conditions (the "T's &C's") contains the terms and conditions upon which SafeBreach Inc., and any parent or subsidiary company (the "Company", "We" "Us" or "SafeBreach"), grants to you (the "Customer" or "You") the right to access and use the Program in order to utilize the Services, during the Term (all as defined below). Please read these T&C carefully. By clicking "I AGREE", you acknowledge that you have read and accept the terms and conditions of these T&C in its entirety.

IT IS HEREBY CLARIFIED, THAT TO THE EXTENT YOU AND THE COMPANY HAVE ENTERED INTO A DESIGNATED AGREEMENT WITH RESPECT TO THE USE OF THE COMPANY'S PROGRAM OR SERVICES, THESE T&C ARE SUBJECT TO THE TERMS OF SUCH DESIGNATED AGREEMENT.

  1. Services

    1.1 Services and Program. SafeBreach hereby grants You a non-exclusive, non-transferable right to access and use the Program in order to utilize the Services, during the Term (as defined below), solely for Your internal business purposes, subject to Your compliance with any and all of the terms and conditions set forth in these T's &C's, including without limitation, the full payment of the annual subscription fee (or as otherwise as agreed by the parties) (the "Annual Subscription Fee"). You hereby agree to cooperate with Us to enable the provision of the Services and comply with instructions provided by Us in connection with Our provision of the Services.

    1.2 For the purpose herein Services shall mean identifying potential vulnerabilities that may lead to a cyberattack available to customers to use as a Software-as-a-Service. In order to allow You to use and access the Services (and solely for such purpose), and subject to the terms of these T's &C's, You may install on the Your premises, the Our software ("Program").

    1.3. Maintenance and Support. You shall be entitled to participate, during the Term, in Our maintenance and support program, with respect to the Program, as set forth in Exhibit A attached hereto as may be amended and revised by Us from time to time ("Maintenance and Support Program"), which fees are included in the Annual Subscription Fees.

    1.4. Documentation. We may make available certain Documentation to You to be used by You for Your internal business purposes and solely in connection with Your use of the Program and Services during the Term (the "Purpose"). "Documentation" means Our standard user documentation generally made available by Us to our customers describing the use, features and operation of the Program and Services.

  2. Restrictions on Use. You shall not: (i) circumvent, disable or otherwise interfere with security-related features of the Program or the Services, or features that enforce limitations on use of the Program or the Services; (ii) sell, rent, lease, license or timeshare the Program or the Services, or use it in any service bureau arrangement; (iii) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Program or the Services, or any components thereof; (iv) use the Program or the Services to develop a competing service or product; (v) interfere or attempt to interfere with the integrity or proper working of the Program or the Services; (vi) remove, deface, obscure, or alter Our, or any third party's copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Program and/or the Services; or (vii) use the Program and/or the Services in a manner that would violate applicable laws, or is outside the scope of the rights granted in these T's &C's.

  3. Rights and Title

    3.1. Program and Services. The Program and Services are made available to You under these T's &C's and not sold to You. All intellectual property rights and all other rights, title and interest of any nature in and to the Program or Services, and any related content, Documentation and Services provided or made available by US hereunder, and all modifications, upgrades, customizations enhancements, improvements, and derivative works thereof (all - whether created by SafeBreach, Customer or otherwise, and whether or not permitted under this Agreement), are and shall remain Our exclusive property and Our licensors. Except as expressly set forth herein, nothing in these T's &C's shall be construed as transferring any rights, title or interests to You or any third party. We and our licensors reserve any and all rights not expressly granted in these T's &C's.

  4. Consideration

    4.1. Subscription Fee. Your access to and use of the Program and Services is subject to up-front payment in full of the Annual Subscription Fee for the applicable subscription period.

    4.2. Payment Terms. Unless otherwise expressly stated herein, all payments hereunder are quoted and shall be paid in United States Dollars. Payments shall be made without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable. All Our invoices are payable within thirty (30) days of the date of invoice. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.

    4.3. Taxes. All fees payable to US are exclusive of applicable taxes (including without limitation VAT), withholdings or duties, and the Annual Subscription Fees are the net amounts which We shall be paid by You hereunder. All taxes, withholdings and duties of any kind payable with respect to Your subscription to the Program and Services arising out of or in connection with these T's &C's, other than taxes based on Our net income, shall be borne and paid by You.

  5. Term and Termination

    5.1. Term. These T's &C's shall be effective for an initial term of one (1) year (the "Initial Term"). Following the Initial Term, the Services shall automatically renew at the then-applicable Annual Subscription Fees as such prices appear in Our price list, for successive one (1) year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless: (i) We or You provides the other with sixty (60) days written notice (to the applicable email address used for communications by the parties) ("Email Notice") prior to the end of any term of its intent not to renew, or (ii) the T's &C's are terminated in accordance with Section ‎5.2 below.

    5.2. Termination

    5.2.1. Material Breach. Either party may terminate the Services and these T's&C's with immediate effect if the other party materially breaches the T's&C's and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written Email Notice.

    5.2.2. Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.

    5.3. Effect of Termination

    5.3.1. General. Upon termination of the Services , You shall immediately discontinue all access and use of the Program and Services and shall promptly, but in any event within three (3) days, permanently delete all copies of the Documentation in Your or any of Your representatives' possession or control.

    5.3.2. Survival. This Section ‎5 and Sections ‎2 (Restrictions on Use), ‎3 (Rights and Title), ‎4 (Consideration), ‎6 (Warranty Disclaimer), ‎7 (Limitation of Liability), ‎8 (Indemnification), ‎9 (Confidential Information), and ‎10 (Miscellaneous) shall survive termination of the Services and these T's&C's this Agreement.

  6. Warranty Disclaimer

    6.1. YOU ACKNOWLEDGE AND UNDERSTANDS THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN: (I) THE PROGRAM AND SERVICES, AND ANY RESULTS THEREOF, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES WHATSOEVER; AND (II) ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR OR ANY THIRD PARTY'S HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICE PROVIDER.

    6.2. YOUR USE OF AND RELIANCE UPON THE PROGRAM, SERVICES AND ANY RESULTS THEREOF IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY, IN CONNECTION WITH ANY OF THE FOREGOING.

  7. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM SECTION ‎2, ‎8 OR ‎9, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY DAMAGES RESULTING FROM LOSS OF DATA, INTERPUPTION OF BUSINESS, DESTRUCTIONS OF SERVERS, LOSS OF USE OR LOSS OF REVENUE OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR (B) ANY AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID AND/OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM.

  8. Indemnification.

    8.1. By US. We hereby agrees to defend and indemnify You against any damages awarded against You by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that Your use of the Program and/or Services within the scope of these T's&C's infringes any intellectual property rights of a third party. We shall have no obligations or liability hereunder to the extent that the alleged infringement is based on Your data. Without derogating from the foregoing defense and indemnification obligation, if We believes that the Program and/or Services, or any part thereof, may infringe, then We may in our sole discretion: (i) obtain (at no additional cost to You) the right to continue to use the Program and/or Services; (ii) replace or modify the allegedly infringing part of the Program and/or Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the foregoing clauses (i) and (ii) are not reasonably commercially feasible, terminate these T's & C's immediately, and in such event You shall receive a prorated refund of any Annual Subscription Fees paid for the unused portion of the applicable subscription period. This Section ‎8.1 states Our entire liability and Your exclusive remedy for any claims of infringement.

    8.2. General. The defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnifying party being given prompt written Email Notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim (however no compromise or settlement of any claim imposing financial liability upon the indemnified party may be effected without the prior written consent of indemnified party); and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party's expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defense of or response to such claim; except if there is any conflict of interest between the parties or the indemnifying party has failed to defend such claims, in such event the indemnified party shall have the right to appoint their own legal counsel, at the indemnifying party's expense.

  9. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. We shall be allowed to collect, store and use anonymized data for research and analytics purposes to the extent it does not include any of Your Confidential Information.

  10. Miscellaneous

    10.1. From time to time, We may modify these T's&C's. Unless otherwise provided in the T's&C's, changes become effective upon renewal of the then-current Term. We will use reasonable efforts to notify You of the changes through communications through Our website, email, or other means.

    10.2. These T's&C's shall be governed by and construed under the laws of the State of California without reference to principles and laws relating to the conflict of laws.

Exhibit A

SafeBreach Maintenance and Support Program

  1. Maintenance Services.

    a. SafeBreach will provide Customer with remedial and preventive maintenance and support services to the Program, as provided in and subject to the terms set forth in SafeBreach's SLA (the "SLA") as detailed herein ("Maintenance Services") to keep the most current release of the Program in good operating condition, and subject to the T's & C's.

    b. SafeBreach's obligation to provide Maintenance Services is dependent upon: (i) the T's & C's being in effect; and (ii) the performance by Customer of all of its obligations set forth in the these T's & C's and the obligations set forth herein.

    c. Without derogating from the provisions of the SLA, SafeBreach shall not be obligated to provide Maintenance Services pursuant to this Exhibit A, that are required as a result of any of the following: (i) abuse, misuse, accident or neglect; or (ii) repairs, alterations, customization and/or modifications; or (iii) use of materials composed by the Customer which may not comply with SafeBreach's requirements; or (iv) use of the Program for other than the intended purpose for which it was licensed; or (v) Alternations, modifications or integration of the Program with third party software (for the avoidance of doubt SafeBreach shall provide Maintenance Services the SafeBreach in its 'out of the box' configuration) or (vi) inadequate backups of the Program by the Customer that prevent SafeBreach from reinstalling the Program before or after the reported problem was solved.

  2. Updates and New Versions.

    a. During the term of the T's & C's, SafeBreach shall make available to Customer updates to the Program, consisting of one copy of modifications and improvements to the Program that SafeBreach determines are required to achieve the specifications established by SafeBreach for the Program (the "Updates"). For the avoidance of doubt, Updates shall only include such modules of the Program licensed by Customer, under the Agreement. The Updates will be made available to Customer at no additional cost.

    b. SafeBreach shall maintain prior versions of the Program until the earlier of (i) a period not earlier than 18 months from the release of each new version release, or (ii) termination of this Support and Maintenance Program. Upon receipt and installment of Updates, Customer may keep one (1) copy of the previous version of the Program for archival purposes only and shall destroy all other copies of the previous version of the Program.

3) Service Level Agreement ("SLA") SafeBreach will support a Customer with problems generated directly by and as part of the Program, as defined in this Exhibit A, including support for technical or installation problems, implementation and documentation errors. For the purpose of this SLA, the terms technical problems or installation problems shall be defined herein as defects ("Defects").

Initiating Support Requests

  1. Support calls shall Initiated by a designated individual nominated by Customer (the "_Representative"_) by filing of a Support Request through a designated form in the Program's help section, or by an email to support@safebreach.com or calling Safebreach support center at +1-408-741-9505 or submitting a web support request at https://support.safebreach.com/

Handling of Support Requests

  1. Customer Support Team (CST) shall recreate the Defect reported in SafeBreach's labs using the relevant 'out of the box' version of the Program.

  2. SafeBreach may request the Representatives:

    a. To provide additional information (e.g. screen shots, log information etc).

    b. To perform troubleshooting activities to enable identification of the source of the reported problem.

    c. To install patches or files that are sent by SafeBreach to be executed accurately in accordance with SafeBreach's instructions and the results of such installation will be reported back to the CST.

    d. CST may determine, that in order for SafeBreach to identify and/or solve the reported problem – access to the Program is required ("Remote Access"). In such case, it is the Representative's responsibility to enable such Remote Access in a form acceptable to SafeBreach. If the Customer is unable to enable SafeBreach with Remote Access, SafeBreach's representatives may need physical access to Customer servers. Customer acknowledges that such on-site access is not included in the Maintenance Services, and may cause delay in the response time or repair of the reported problem, and shall be charged separately.

  3. In any case where the Defect was successfully recreated by CST, SafeBreach shall send an appropriate fix in accordance with the timetables set forth in section ‎10 below.

  4. SafeBreach will not support or provide solutions to problems (i) that were not generated directly by or on the Program, including but not limited to, problems generated by Customer's database, network components, operating systems, applications or integration with other systems; or (ii) in a Program that has be customized or otherwise modified; or (iii) If the Customer did not implement any preventive maintenance steps and procedures that will be directed by SafeBreach.

  5. Initial response for Defects will be provided based on the severity of the Defect as follows:

PRIORITY LEVELS of DEFECTS

  1. Customer Support for the Program covers (i) development and production issues for the Program and its components, (ii) Informational and implementation questions about the Program and features; and (iii) troubleshooting operational problems with the Program.

    A. Response Times and Availability

    CST will attempt to respond to cases within these internal time frames. These are targets only, and are not guaranteed. CST does not guarantee resolution times or delivery dates. These times are subject to change depending on the nature of a case and complexity of the reported case.

Standard Support:

CategorizationCriteriaInitial Response TimeStatus Update
Level 1/Priority 1 Critical/UrgentCritical technical issue resulting in a total loss of core functionality in the Program. No Workaround is available.Within 2 hours(All days)4 Business hours
Level 2/Priority 2 HighMajor technical issues resulting in severe performance problems in the Program. No Workaround is available.Within 6 Business hours1 Business Day
Level 3/Priority 3 Normal/Medium/LowA minor technical issue where the Customer can use the Program with only slight inconvenience.1 Business Day1 Business week

Premium Support

CategorizationCriteriaInitial Response TimeStatus Update
Level 1/Priority 1 Critical/UrgentCritical technical issue resulting in a total loss of core functionality in the Program. No Workaround is available.1 hour or less (All days)4 hours (All days)
Level 2/Priority 2 HighMajor technical issue resulting in severe performance problems in the Program. No Workaround is available.2 to 4 hours (All days)8 hours (All days)
Level 3/Priority 3 Normal/Medium/LowA minor technical issue where the Customer can use the Program with only slight inconvenience.1 Business Day1 Business week

a. Customer acknowledges that not all Level 3 problems will require a workaround. Safebreach may, in its reasonable discretion, respond to a Level 3 problem by making correction of the error a feature request.

b. For Level 1 and Level 2 incidents, Customer shall initiate contact with CST via telephone and indicate the probable category of the incident. Telephone Support for Standard Support shall be standard business hours. Telephone Support for Premium Support shall be 24x7x365 for all Level 1 and Level 2 issues, and during standard business hours for Level 3 issues. For Level 3 incidents, Customer may email or telephone the CST.

c. CST's standard business hours are Monday through Friday, 8:00 AM-5:00 PM PST.

d. Response time is defined as the time between the creation of the case and the first attempt of a Safebreach support engineer from CST to contact the Customer who initiated a case.

e. Above severities apply to systems in production, errors in non-production systems (test, development, sandbox) will be automatically downgraded one level.

f. Problems with the installation of the Program have Priority/Severity "High" at a maximum.

g. When a Customer initiates a case outside Standard Support Hours, (meaning, either Customers with Premium Support initiate a Severity 3 or Severity 4 case outside Standard Support Hours or Customers with Standard Support initiate a case of any severity outside Standard Support Hours), then the case will be handled as if it was initiated at 8 AM the next business day.

h. A Safebreach installation in an environment which is not in compliance with Safebreach's sizing and technical recommendations will be automatically downgraded by one level.

i. Above response times apply only if e-mail communication is provided via support@safebreach.com and/or if phone communication is provided by calling the official and posted hotline numbers.

j. If CST determines that an issue is fixed in a released patch, CST may require the Customer to apply this patch before commencing troubleshooting.

B. Resolved Queries

An issue is considered resolved when (i) the issue is solved; (ii) the source of the issue is determined to lie with a third party; or (iii) Customer does not respond to a request from Safebreach within seven (7) consecutive days after Safebreach's request.

11. Solution to Defects may include workaround, Program patch or new Program version.

Headquarters

  • 111 W Evelyn Ave
  • Sunnyvale, CA94086
  • USA
  • 408-743-5279

R&D Center

  • Yosef Karo St 18
  • Tel Aviv-Yafo,
  • Israel
  • +972-77-434-4506
© SafeBreach Inc. 2021
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