Terms and Conditions

The following Terms and Conditions apply to services provided by Redacted, Inc. (“Redacted”). By executing an Engagement Agreement and/or accepting Services provided pursuant to a Statement of Work, you indicate your acknowledgement and acceptance of these Terms and Conditions.

These Terms and Conditions will be updated from time to time; you will be notified of such modifications.

1. Statements of Work

   1. Statements of Work. Pursuant to an Engagement Agreement, Redacted may agree to perform certain services (“Services”) for a Company (“Company”). To clearly delineate the Services, the two parties will prepare one or more statements of work (“Statement of Work”). Each Statement of Work will be incorporated into the Engagement Agreement. Redacted will perform the Services, and shall provide the work product (“Deliverables”) described in, and according to any additional terms stated in, each Statement of Work. The Company shall perform the tasks designated as the responsibility of Company, if any, set forth in the Statement of Work (or in the Engagement Agreement or these Terms and Conditions) to facilitate Redacted’s performance of the Services. Company will provide reasonable cooperation upon Redacted’s request to enable Redacted to perform the Services.

   2. Site Access. During the course of performing Services, Redacted may need to access Company’s physical locations, sites, or facilities. Company agrees to provide Redacted with such access as required for Redacted to perform the Services. Redacted will comply with all reasonable site rules and regulations that Company provides in writing.

   3. Company Materials. In order to perform the Services for Company, Redacted may need access to Company’s data, network information, financial information, and other information or materials reasonably requested from time to time (“Company Materials”). Company agrees to provide Redacted full access to Company Materials, as required to perform the Services. Company acknowledges that Redacted may not be able to perform the Services (and Redacted won’t be liable for such failure) if Company fails to provide access to Company Materials in a timely fashion, or if Company Materials are inaccurate or incomplete. To the extent that a license is required to use Company Materials, Company hereby grants a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license for Redacted to use Company Materials for the sole purpose of performing the Services.

   4. Change Orders. If the parties mutually agree to change the terms of a Statement of Work, including but not limited to the type or amount of Services to be performed, the parties shall prepare and execute a writing (“Change Order”) stating, at a minimum: (i) the effective date of the Change Order; (ii) the specific changes, with reference to the affected sections of the Statement of Work; and (iii) the effect of the changes on any fees or other amounts to be paid under the Statement of Work. Once executed, a Change Order will become a part of, and will be incorporated into, the related Statement of Work.

   5. Lost Time. Any delays or additional costs incurred by Redacted during the course of a fixed-fee engagement as a result of Company’s failure to provide timely and proper co-operation described in this Agreement (“Lost Time”) shall be the responsibility of Company and payment for all Lost Time shall be made to Redacted at Redacted’s then-current rates.

2. Compensation

   1. Services. Company shall pay Redacted for performing the Services as stated in the related Statement of Work, subject to its right to dispute any fees in good faith.

   2. Expenses. Company shall reimburse Redacted for the reasonable actual travel and living expenses of its personnel engaged in the performance of Services at locations other than Redacted facilities, together with other reasonable expenses incurred specifically in connection with performance of the Services. Redacted shall adhere to any travel policy reasonably promulgated by Company and provided in writing to Redacted.

   3. Payments. Redacted shall invoice Company for all amounts at the time Services are provided. Monthly subscription fees will be invoiced at the beginning of each month. Payment terms will be net thirty (30) days. Any amounts due Redacted under the Engagement Agreement not received by the date due will be subject to a service charge of 1.5% per month, or the maximum charge permitted by law, whichever is less. Redacted also reserve the right to stop performing Services, without liability, until Company pays any amounts past due.

3. Confidentiality

   1. Definition. “Confidential Information” means any proprietary information, technical data, network information, trade secrets, or know-how, including, but not limited to, log data, network traffic information, network metadata, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by either party (“Disclosing Party”) directly or indirectly to the other (“Receiving Party”), in writing, orally or by drawings or inspection of parts or equipment, and that is designated as “Confidential,” “Proprietary,” or some similar designation or should reasonably have been understood to be confidential, considering the facts and circumstances. Without limiting the foregoing, Confidential Information: (a) includes the existence and details of this Agreement, including all Statements of Work, (b) does not include, technical conclusions and other related findings that are identified or developed by Redacted in connection with its performance of the Services (“Findings and Conclusions”), provided that such Findings and Conclusions cannot reasonably be used to identify Company or Company’s Confidential Information. Redacted shall have unrestricted, perpetual, royalty-free right to use, disclose, and distribute such Findings and Conclusions throughout the world, in any form or media, during the normal course of business.

   2. Non-Use and Non-Disclosure. Receiving Party shall not, during or subsequent to the term of this Agreement, use Disclosing Party’s Confidential Information other than in relation to the performance of the Services or disclose Disclosing Party’s Confidential Information to any third party except as permitted in this Section. Confidential Information will remain the sole property of Disclosing Party. Receiving Party shall take all reasonable precautions to prevent any unauthorized disclosure of Disclosing Party’s Confidential Information including, but not limited to, disclosing such information only to those employees and contractors who have a need to know it and who have executed nondisclosure agreements containing provisions in Disclosing Party’s favor substantially similar to this Section 3. The Receiving Party may disclose Confidential Information when legally compelled by a court or other government authority. To the extent that Redacted handles any non-public personal information, it should be handled securely and consistent with federal and state privacy laws. To the extent permitted by law, Receiving Party will promptly provide the Disclosing Party with sufficient notice of all available details of the legal requirement and reasonably cooperate with the Disclosing Party’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. Confidential Information does not include information that: (i) is known to Receiving Party at the time of disclosure, as evidenced by written records of Receiving Party; (ii) has become publicly known and made generally available through no wrongful act of Receiving Party; (iii) has been rightfully received by Receiving Party from a third party who is authorized to make such disclosure; or (iv) has been independently developed by Receiving Party without any use of Confidential Information, as demonstrated by files in existence at the time Receiving Party independently developed that information.

   3. Aggregations and Summaries. What enables Redacted to provide the Services is its ability to create aggregations and summaries of the data Redacted collects (including but not limited to network anomalies, threat, and vulnerability data) (“Aggregations and Summaries”) and to use those Aggregations and Summaries for the benefit of all of its clients. Aggregations and Summaries will be limited to data regarding: (i) network traffic identifying anomalies, (ii) technical information concerning threats to cyber security, (iii) malware and malware signatures, (iv) technical indicators of compromise, (v) technical data revealing the activity of malicious actors, and (vi) technical data concerning vulnerabilities With that in mind, Company acknowledges and agrees that Redacted has the right to create Aggregations and Summaries of Company Materials, provided that no such aggregation or summary directly or indirectly identifies Company or includes any data or information that is directly traceable to Company’s Confidential Information, its customers, or employees. Company agrees that Redacted will be the sole owner of all such Aggregations and Summaries, that such Aggregations and Summaries will not be considered Company’s Confidential Information, and that Redacted has the unrestricted, perpetual, royalty-free right to use, disclose, and distribute such Aggregations and Summaries throughout the world, in any form ormedia, during the normal course of business.

4. Term and Termination

   1. Term. These Terms and Conditions will be in effect as of the Effective Date for the Engagement Agreement between Redacted and Company and will continue until final completion of the Services or until terminated as provided in the Engagement Agreement and in this Section 4.

   2. Termination. Either party may terminate the Engagement Agreement or any Statement of Work immediately on written notice if the other party is in breach of any material provision of the Engagement Agreement, and fails to cure that breach within 20 (twenty) days after receiving written notice identifying the breach.

   3. Effect of Termination. Termination of the Engagement Agreement terminates all outstanding Statements of Work. Company will pay Redacted for Services performed prior to the date of termination, subject to its right to dispute any fees in good faith. Redacted will invoice Company for Services performed and work-in-progress not yet invoiced at a pro-rated price based on the percentage of work completed prior to the termination date. Redacted will retain any payments already due or paid at the time of termination.

   4. Survival Upon termination of the Engagement Agreement, all rights and duties of the parties toward each other will cease except: Company shall pay, within thirty (30) days after the effective date of termination, all amounts owing to Redacted; and the following provisions will survive such termination: Confidentiality, Deliverables, Disclaimer, Limitation of Remedies & Damages, Indemnification, and Miscellaneous.

5. Warranty; Limitation of Liability

   1. Services. Redacted hereby warrants that: (i) it will perform the Services in a professional manner and consistent with generally accepted industry standards and (ii) that its performance under the Engagement Agreement as contemplated does not conflict with any other agreement to which Redacted is a party. Redacted will diligently perform all Services described in each Statement of Work. Provided Redacted remains responsible for all of their acts and omissions, Redacted may use third parties to help perform the Services. Company acknowledges that the Services may include advice and recommendations,but that all decisions in connection with the implementation of such advice and recommendations are ultimately Company’s responsibility. Company’s sole remedy for any violation of the warranty stated in this Section 5.1 will be for Redacted to exercise reasonable efforts to re-perform the related Services or, if Redacted is unable to re-perform the Services to conform to the foregoing warranty, refund the fees Company paid for the non-conforming Services.

   2. Compliance. Due the nature of the security services provided, Company warrants to Redacted that all assets, including but not limited to, networks, hosts, domains, databases, applications, and associated infrastructure described in any Statement of Work are legally under the control of Company. Company shall remain solely responsible for compliance with all applicable laws relating to access granted to Redacted to any network or data within the control of Company in connection with Redacted’s performance of the Services, including without limitation, any laws relating to network integrity, security, or access to computers or personally identifiable information of any individuals. Redacted will perform the Services in a manner that complies with applicable federal and state laws and regulations.

   3. Deliverables. Redacted retains all intellectual property rights in the work product provided by Redacted to Company under the Engagement Agreement (“Deliverables”), including any Findings and Conclusions contained therein. Redacted grants Company a non-exclusive, perpetual, non-transferable license to use and make a reasonable number of copies of the Deliverables for Company’s internal business purposes.

   4. DISCLAIMER. Redacted is providing Company with advice and recommendations based upon its experience. Redacted does not warrant that the advice or recommendations will be accurate or complete, or that implementing such advice or recommendations will achieve Company’s goals (stated or otherwise). To that end, Company acknowledges that, other than the limited warranty above, Redacted expressly disclaims all other warranties and conditions with respect to the services (along with any resulting data, analyses, recommendations, or deliverables redacted provides), whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. Company specifically acknowledges that, except for the limited warranty above, all data, analyses, recommendations, and deliverables provided as part of the services are provided “as is,” without warranty of any kind, and use and/or reliance on such information is entirely at Company’s own risk. No advice or information, whether oral or written, whether obtained from redacted or elsewhere, will create any warranty notexpressly stated in these terms.

   5. LIMITATION OF REMEDIES AND DAMAGES. The aggregate liability of either party under the engagement agreement will be limited to and will not exceed the fees Company has actually paid to Redacted during the 12 months preceding the claim giving rise to such liability. Neither party shall be liable for any consequential, incidental, or indirect damages, including without limitation damages for loss of business profits and/or business interruption, whether foreseeable or not, and whether arising in contract, tort, or negligence, even if a representative of Redacted has been advised of the possibility of such damages. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The limitations of liability under this Section 5.5 shall not apply to Company’s indemnification obligations under Section 5.6 of this Agreement.

   6. Indemnification. Company will defend, indemnify, and hold Redacted harmless against any and all civil or criminal liabilities, claims, losses, damages, costs, expenses, and attorneys’ fees arising out of or in connection with, directly or indirectly, delivery of Services under this Agreement, provided such indemnity will not apply to an act or omission by Redacted constituting gross negligence, willful misconduct, or a material breach of this Agreement or the Terms and Conditions. In turn, Redacted will defend, indemnify, and hold the Client harmless against any and all third-party claims, losses, damages, costs, expenses, and attorneys’ fees arising out of or in connection with, directly or indirectly: (a) allegations that the Deliverables or Services infringe the intellectual property or other proprietary rights of such third party, or (b) Redacted’s gross negligence, willful misconduct, or material breach of this Agreement or the Terms and Conditions. For purposes of this Section, “Redacted” shall mean and include Redacted, Inc., its members, employees, agents, representatives, and independent contractors.

6. Miscellaneous

   1. Non-assignment; Binding Agreement. Neither these Terms and Conditions nor any rights under these Terms and Conditions, the Engagement Agreement, or any Statements of Work may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent will not be unreasonably withheld, provided either party may assign this Agreement in the context of a sale of substantially all of the business or other change of control transaction, without having to obtain the other party’s consent.

   2. Notices. Unless otherwise explicitly agreed by the parties in writing, any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the address set forth in the preamble to this Agreement. Either party may change its address for notice by notice to the other party given in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, or one day after delivery to an overnight air courierservice.

   3. Waiver; Amendment; Force Majeure. A delay or failure by a party in its exercising its rights and remedies provided for in this Agreement is not and will not be a waiver of any right. No amendment or waiver of this Agreement will be binding unless it has been consented to in writing by both parties. Nonperformance is excused to the extent that it is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or other circumstances in which the failure to perform is beyond the reasonable control and not caused by the negligence of the nonperforming party.

   4. Severability. If any term, condition, or provision in thisAgreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

   5. Integration. These Terms and Conditions (in combination with theEngagement Agreement and all relevant Statements of Work) constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Without limiting the foregoing, these Terms and Conditions and the Engagement Agreement will govern all Statements of Work and the Services to be performed thereunder.

   6. Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original, and such counterparts together will constitute one and the same agreement.

   7. Independent Contractors. It is the express intention of theparties that Redacted is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Redacted as an agent, employee, or representative of Company.

   8. Non-Exclusive Relationship. Company understands that Redactedoffers the Services to clients around the world, and that nothing in the Engagement Agreement, these Terms and Conditions, or any Statement of Work will restrict or otherwise limit Redacted’s right to perform similar Services for any third party.

   9. References to the Relationship. Information about Redacted’s experience and expertise is often provided to prospective clients. Redacted may confidentially refer to Company as a Redacted client, and may share general information regarding our relationship with Company, provided that such references shall not contain any Company Confidential Information.

   10. Non-Solicitation. During the performance of this Agreement and for one (1) year thereafter, Company will not directly or indirectly solicit, employ or otherwise engage any person who is, or within the preceding six (6) months was, an officer, manager, employee, or consultant of the Redacted. In accordance with Section 6.4 of this Agreement, if any court or other adjudicatory body determines that this Section 6.10 is unenforceable because of its duration or scope, the court or adjudicatory body has the power to reduce the duration or scope of the provision, as the case may be, so that in its reduced form the provision is enforceable. Such power includes the authority to reform the provision by rewriting it, if required, so that it conforms to applicable law and carries out the parties’ intentions under this Agreement.

   11. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, the Engagement Agreement, or any Statement of Work, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, CA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

   12. Choice of Law and Venue; Attorney’s Fees. The rights and obligations of the parties under the Engagement Agreement, these Terms and Conditions, or any Statement of Work will be governed by the laws of the State of California, without regard to its conflicts of laws provisions. Subject to the parties’ arbitration obligations under Section 6.10, each party irrevocably consents to the jurisdiction and venue of the federal and state courts in Santa Clara County, CA.