Terms and conditions
GENERAL TERMS AND CONDITIONS OF USE –
PROTECTION C4 PLATFORM
PREAMBLE
These terms and conditions of use (hereinafter the “Terms of Use“)
constitute a fully enforceable agreement between you, as a Customer or
Authorized Representative, on the one hand, and Cyberswat, on the other hand
(hereinafter the “Agreement“) governing your access to and use
of the C4 PROTECTION Platform, and all other related services (hereinafter the
“Services“). »). If you do not accept these terms and
conditions of use, you understand that you will not be able to receive the
Services or access the C4 PROTECTION Platform and in the event that you already
access and use them, you must immediately cease access and use.
These Terms of Use, as amended from time to time, shall prevail from time to time in the event of any
conflict or discrepancy with any provision of the Services Agreement and any other communications,
including advertisements or other promotional materials.
1. DEFINITIONS
Unless the object or context of the
provision in this Convention precludes it, the following definitions apply to
this Convention:
1.1. “Access” has the meaning ascribed in
Article 3.1.2;
1.2.
“Customer“,
“you“, or “your“
means any company that has entered into a Service Agreement with Cyberswat;
1.3 . “Customer
Account” has the meaning ascribed in Article 3.1.1;
1.4. “Terms of Use” has the meaning
ascribed in the preamble to this Agreement;
1.5. “Convention ” has the meaning ascribed to the
preamble to this Convention;
1.6 . “Content“
has the meaning ascribed in Article 4.1.2;
1.7. “Cyberswat“, “we “, “us” or “our” means Cyberswat Group Inc.;
1.8. “Service Agreement” means the
provision of services focused on cybersecurity diagnostics, cybersecurity risk
assessment and/or cybersecurity compliance assessment allowing the Client and
its Authorized Representatives to access and use the C4 PROTECTION Platform and
receive the Services;
1.9. “Confidential Information“
has the meaning ascribed in Article 12.1;
1.10. “Integration” has the meaning
ascribed in Article 2.6.1;
1.11. “Party” or “Parties” means
either individually a User or Cyberswat or collectively Users and Cyberswat;
1.12 . “C4 PROTECTION Platform” has the meaning ascribed in Article 2.1
of this Agreement;
1.13 .”Privacy Policy” has the meaning ascribed in Article 4.6 of this
Agreement;
1.14. “Authorized Representative“, “you“,
or “your” means the directors,
officers, employees, consultant agents and other representatives duly
authorized by the Client to access and use the C4 PROTECTION Platform and
receive the Services for and on behalf of the Client;
1.15. “Services“
has the meaning ascribed in the preamble to this Agreement;
1.16. “Third Party Websites” has the
meaning ascribed in Article 2.5 of this Agreement;
1.17. “Users” means collectively the
Customer and the Authorized Representatives;
2. C4 PROTECTION PLATFORM
2.1. The C4 PROTECTION Platform is a
software-as-a-service offered in the cloud in the form of a “Software as a
Service” (SaaS) operated, developed and owned by Cyberswat accessible via
the following hyperlink: [https://protectionc4.com], which is used in particular
to: (i) the assessment of cybersecurity threats in information technology
infrastructures and the assessment of risks and unauthorized intrusions; (ii)
data loss prevention and assistance in planning data recovery in the event of
loss; (iii) assessment, monitoring and reporting of IT systems; iv) assess the
level of cybersecurity compliance against one or more cybersecurity benchmarks;
and (v) the analysis of data and responses to questionnaires in the field of
cybersecurity (‘the C4PROTECTION Platform‘).
2.2. Although the C4 PROTECTION Platform may be used
in particular to identify cybersecurity risk situations and to make
recommendations to you to better deal with them, the Client acknowledges and
understands that the Services do not include any emergency service requiring
immediate intervention (for example, in the event of cybersecurity incidents
such as a data leak, a cyberattack, a
takeover, cyber ransomware, etc.); the PROTECTION C4 Platform should not be used
in urgent situations requiring immediate intervention.
2.3. Bien
que la Plateforme PROTECTION C4 ait été conçue
et développée par des personnes pouvant détenir divers diplômes et
certifications reconnus dans le domaine de la cybersécurité en s’inspirant
notamment
de normes nationales et internationales en la matière, le Client reconnait et
comprend que les Services et la Plateforme PROTECTION C4 ne garantit pas de
pouvoir
rencontrer les exigences de toute norme ou certification.
2.4. The Client acknowledges and
understands that the Services and the C4 PROTECTION Platform are offered on the
basis of the Client’s and its Authorized Representatives’ self-assessment of
its practices and procedures and, more generally, User Content including, in
particular, facts, information and data, transmitted by Authorized
Representatives to Cyberswat, on or through the C4 PROTECTION Platform.
Therefore, the Customer acknowledges and understands that:
2.4.1 Cyberswat Content including but not limited to
cybersecurity risk assessments, action plans and recommendations is not
exhaustive and is limited to User Content transmitted on or through the C4
PROTECTION Platform;
2.4.2 that it
is the responsibility of the Customer and its Authorized Representatives to
continuously update the User Content in the Customer Account to reflect any
changes to the User Content including, without limitation, the facts,
information and data provided by the Customer (including without limitation the
implementation of any recommendations) and that any such change is likely to
affect the results of the Services,
including but not limited to risk rating, recommendations, action plans,
etc. which may vary from time to time depending on the User Content provided to
Cyberswat on or through the C4PROTECTION Platform;
2.5. The C4 PROTECTION Platform may contain links
to third party websites (hereinafter the ” Third Party Websites “) and such Third Party Websites may be
subject to different terms of use and different practices regarding the use of
personal information. Accordingly, Cyberswatne may be held responsible for the
availability or accuracy of such Third Party Websites and for the content,
products and services available on such Third Party Websites.
2.6. The C4 PROTECTION Platform may contain
Integrations with third party products and services that may be subject to
different terms of use and practices regarding the use of personal information
and other data about the configuration and safety status of the third-party
product or service. Consequently, Cyberswat cannot be held responsible for the
unavailability or inaccuracy of information obtained by third-party products or
services. It is also the responsibility of the Customer and its Authorized
Representatives to verify whether the terms of use, privacy policy or any other
document relating to the use of Customer’s third-party products or services
allow the Customer to collect data for viewing and/or importing through the
C4PROTECTION Platform Integrations. By using the PROTECTIONC4 Platform
Integrations, Customer also acknowledges and understands that:
2.6.1 It gives consent to Cyberswat and the
C4PROTECTION Platform to collect the necessary data in the third-party product
or service targeted by the Integration, on an ad hoc or recurring basis,
depending on the configuration of the Integration and operational needs. The
collection of information will generally be done through a third-party product
or service connection API;
2.6.2 the C4
PROTECTION Platform accesses and collects only the relevant data and does not
make any changes to the data in the Customer’s product or service unless this
is provided for in the Integration and the terms of use of the third-party
product or service allow it.
2.6.3 User
Content obtained through an Integration allows, among other things,
cybersecurity risk assessments, action plans and recommendations, but may not
be exhaustive and is limited to User Content obtained by the third-party
product or service on or through the C4 PROTECTION Platform;
2.6.4 User Content obtained through an Integration
allows analysis and visual representations of such data. Unless permitted by
the terms of use of the third-party product or service and the Integration has
been provided for this purpose, Customer or its Authorized Representatives are
responsible for changing configurations in the third-party product or service.
Cyberswat is not responsible for any failures or problems due to changes made
by Customer or its Authorized Representatives in third-party products and
services.
2.6.5 Although fees may be charged for access to an
Integration, User Content obtained as a result of performing an Integration
with Customer’s third-party products or services is provided to Customer free
of charge.At no time can the subscription to the PROTECTIONC4 Platform be
considered to be in a situation of resale of the Customer’s data.
2.7. Access to or use of certain modules of the C4
PROTECTION Platform may be subject to separate policies, norms or standards or
may require you to agree to additional terms of use before you can access or
use certain components of the C4PROTECTION Platform. In the event that there is
a conflict between the provisions of these Terms of Use and the terms of use
applicable to another part of the PROTECTIONC4 Platform, the terms of use of
such other part of the PROTECTIONC4 Platform shall prevail, unless otherwise
provided in such Terms of Use.
3. CUSTOMER ACCOUNT AND AUTHORIZED REPRESENTATIVES
3.1. In relation to the Customer Account and
Authorized Representatives, the Customer acknowledges that:
3.1.1 the
creation and opening of the account allowing Authorized Representatives to
access and use the C4 PROTECTION Platform and receive the Services is the
responsibility of Cyberswat following the conclusion of a Service Agreement
with the Client (hereinafter the “Client Account“);
3.1.2 Following the opening of the Client Account,
more specifically referred to as “Organization” in the C4Protection
Platform, it is the Client’s responsibility to designate and register its
Authorised Representatives within the Client Account by specifying the level of
authorised access for each of the designated Authorised Representatives. At the
Client’s request, Cyberswatéwill provide access (username and passwords) (hereinafter
the “Access“) to each Authorized Representative. Any
Authorized Representative must be duly authorized and registered as such by the
Customer within the Customer Account and be a natural person at least fourteen
(14) years of age;
3.1.3 Users understand and accept that certain levels
of access in the C4 PROTECTION Platform allow the designation and registration
of other Authorized Representatives with various levels of access to the
Customer Account. It is the Customer’s responsibility to put in place the
necessary rules, processes and procedures to ensure that any Authorized
Representative with sufficient access adds only Authorized Representatives duly
authorized by the Customer to the Customer Account. These new Authorised
Representatives must be a natural person aged at least fourteen (14 years);
3.1.4 Cyberswat assumes no responsibility for
verifying a User’s eligibility or confirming any User’s identity. Cyberswat
reserves the right, without any obligation, to suspend or close your Client
Account or a User’s access to your Client Account if we discover that a User is
not eligible for the C4 PROTECTION Platform in accordance with these Terms of
Use. It is the Customer’s responsibility to check, at regular intervals, whether
the list of Users of the Customer Account and the levels of Access assigned are
adequate and legitimate.
3.1.5 an authorized Cyberswat employee or any
authorized Cyberswat subcontractor may be added as an Authorized Representative
to the Client Account of the Client of the PROTECTIONC C4 Platform in the
following cases: i) at the request of the Client, to operate the C4 PROTECTION
Platform in the Client Account, all in accordance with the Service
Agreement, and this, on behalf of the
Customer and for the benefit of the Customer ii) provide technical support and
customer service following a request made by a User associated with the
Customer Account; iii) investigate, investigate and carry out technical
validations following the finding of a technical problem in the C4 PROTECTION
Platform or in the Customer Account of the C4 PROTECTION Platform, regardless
of whether the technical problem was discovered by an alert, an access log, an
error message, etc. directly or indirectly generated by the technological
infrastructure supporting the C4 PROTECTION Platform, or by a User, an
authorized Cyberswat employee or an authorized Cyberswat subcontractor; or (iv)
otherwise as more fully set forth in these Terms of Use.
3.2. In relation to the Authorized Representatives
and the Customer Account, the Customer undertakes to:
3.2.1 the maximum number of Authorized
Representatives does not exceed the number provided for in the Service
Agreement;
3.2.2 maintain an internal and up-to-date list of its
current Authorized Representatives and provide such list to Cyberswat no later
than five (5) days following a written request from Cyberswat.
3.3 Each User must, where applicable:
3.3.1 provide Cyberswat with accurate, current and
complete information at all times and update the Client Account to reflect any
changes to the information provided;
3.3.2 access the C4 PROTECTION Platform by the security
means determined by Cyberswat, currently two-factor identification, by
providing a password and the validation code that is sent to an authorized
device;
3.3.3 ensure that the confidentiality and security of
its Access to the Customer Account is maintained and does not disclose it to
anyone. In the event that the User has reason to believe that his Access has
been stolen, lost or otherwise compromised, he undertakes to immediately change
his password, to notify the Client and if necessary, notify Cyberswat by email
to the following email address: support@protectionc4.com.
4. User Content
4.1. As part
of the provision of the Services and access to and use of the C4 PROTECTION
Platform, Cyberswat allows Users:
4.1.1 transmit, publish, upload and exchange content
such as facts, data and information relating in particular to the Client’s
cybersecurity practices, including responses to self-assessment questionnaires
or any other material from an Integration, data and information on or through
the C4 PROTECTION Platform (the “User
Content“);
4.1.2 access
content that Cyberswat may make available as part of, on or through the
PROTECTIONC4 Platform, including Cyberswat content belonging to Cyberswat, such
as reports, recommendations, action plans, risk ratings and any content
licensed or authorized for use by or through Cyberswat by a third party
(“Cyberswat Content”). and collectively with User Content, the
“Content“).
4.2. The C4 PROTECTION Platform and Cyberswat
Content may, in whole or in part, be protected by copyright, trademark and/or
other applicable laws of Canada and other countries. Each User acknowledges and
accepts that the C4 PROTECTION Platform and the Cyberswat Content, including
all intellectual property rights associated with it, are and remain the
exclusive property of Cyberswat and/or its licensors or third parties allowing
such use. Each User will not remove, alter or otherwise affect any copyrights,
trademarks or other proprietary rights notices incorporated in or accompanying
the Services and in or accompanying the PROTECTIONC4 Platform, Cyberswat
Content or User Content. All trademarks, marks, logos, trade names and other
intellectual property of Cyberswat, if any, used or connected with the
C4PROTECTION Platform or Cyberswat Services and Content are trademarks or
registered trademarks of Cyberswat in Canada. You acknowledge and agree that
the trademarks, service marks, logos, trade names and other intellectual
property rights of third parties used in or in connection with the Services or
the PROTECTIONC4 Platform and/or Cyberswat Content are used for identification
purposes only and may be the property of their respective owners.
4.3. Each User agrees not to use, copy, adapt,
modify, prepare, distribute, license, sell, transfer, publicly display,
transmit or otherwise exploit the C4 PROTECTION Platform, the Services and/or
the Cyberswat Content.No license or right is granted to Users implicitly or otherwise
under any intellectual property right owned or controlled by Cyberswat or its
licensors. license, except for the licenses and rights granted in these Terms
of Use.
4.4. Subject to compliance with these Terms of Use
and the Service Agreement, Cyberswat agrees to provide the Services to the
Client and grants the Client a limited, non-exclusive, non-assignable,
revocable, non-transferable license to: (i) access and use the C4PROTECTION
Platform (and allow Authorized Representatives to access and use it) and (ii)
access and view any Content made available to it on or through the PROTECTION
Platform C4 (and to allow Authorized Representatives to access and view it)
only for the duration of this Agreement.
4.5.
By creating,
uploading, posting, transmitting, receiving or otherwise making available User
Content on or through the C4 PROTECTION Platform, each User grants Cyberswat a
non-exclusive, worldwide, royalty-free, irrevocable, perpetual, assignable and
transferable license to all User Content to access and use, such User Content
to provide, operate and/or develop the C4PROTECTION Platform, Cyberswat Services and/or Content.
4.6. In accordance with the provisions of our
privacy policy accessible via the following link:
https://protectionc4.com/en/compliance-cybersecurity-control-center/confidentialitypolicy/
(hereinafter the “Privacy Policy“), you consent to the use of User Content:
4.6.1 By Cyberswat for the purposes of the Services
and access to and use of the C4 PROTECTION Platform;
4.6.2 By Cyberswat, without any obligation, to verify
the identity of Users for security, statistical and marketing purposes and
optimization of the functionalities of the C4PROTECTION Platform;
4.6.3 Notwithstanding the foregoing, Cyberswat will
not use User Content for marketing purposes if Content that has been collected,
processed and disclosed by or from an Integration into a third-party product or
service, if the terms and conditions of such third-party product or service do
not permit the use of User Content for marketing purposes.
4.7. Unless you provide us with specific consent,
Cyberswat does not acquire any ownership rights in the User Content and nothing
in these Terms of Use shall be deemed to restrict your rights you may have to
use or exploit the User Content.
4.8. As a User of the C4Protection Platform, you
acknowledge that you are solely responsible for all User Content transmitted on
or through the C4 PROTECTION Platform and for complying with all laws, rules,
regulations and obligations that may apply to you in connection with your use
of the Cprotection Platform4. Accordingly, you represent and warrant that:
4.8.1 you are
the sole and exclusive owner of the User Content that you make available on or
through the C4PROTECTION Platform and that you have all necessary right, title
and interest, licenses and consents to grant Cyberswat the rights in such User
Content as contemplated herein, and
4.8.2
Neither the User Content nor your posting,
uploading, submission or transmission of any User Content or Cyberswat’s use of
the User Content or any part of the User Content as contemplated herein will
infringe any third party intellectual property rights such as copyrights,
trademarks, trade secrets, moral rights or other intellectual property rights
or result in the infringement of any applicable law or regulation.
4.9. You will not post, upload or transmit any User
Content to the C4 Protection Platform:
4.9.1 is fraudulent, false, misleading or
deceptive;
4.9.2 is likely to undermine Cyberswat’s
cybersecurity and/or PROTECTIONC4 Platform’s servers;
4.9.3 is defamatory, obscene, pornographic, vulgar or
offensive;
4.9.4 promotes discrimination, racism, hatred and any
other similar feeling against an individual or group;
4.9.5 is violent, threatening, or promotes violence
or actions that are threatening to any person; and
4.9.6 violates any policy adapted from time to time
by Cyberswat.Cyberswat may, without prior notice, remove or terminate access to
any Client Account and/or User Content, which Cyberswat deems to be in
violation of any applicable law, these Terms of Use or any then-current
Cyberswat policy or standard or otherwise that adversely affects Cyberswat, its
Users, third parties or its property.
4.10. Cyberswat complies with any copyright law and
expects its Users to comply with them as well. If you believe that any content
on the PROTECTIONC4 Platform infringes any intellectual property rights you
own, please notify us by email at électronique:support@protectionc4.com.
5. Special conditions for Users
5.1. As part of your access to and use of the C4
PROTECTION Platform and in connection with the provision of the Services, you
undertake: i) to cooperate with Cyberswat and provide it with all necessary
User Content; and (ii) any User Content provided to Cyberswat is accurate,
true-to-date, complete and continually updated to reflect any changes;
5.2. As part of your access to and use of the C4
PROTECTION Platform and in connection with the receipt of the Services, you
agree not to, assist or allow others to:
5.2.1 violate or circumvent any applicable law or
regulation, any agreement relating to the rights of employers, partners, third parties
or the Terms of Use or policies or standards adopted from time to time by
Cyberswat;
5.2.2 use the C4 PROTECTION Platform or Content to
provide services to third parties or for purposes other than those expressly
permitted by these Terms of Use or in a manner that falsely involves or
otherwise misleads third parties in your affiliation with Cyberswat;
5.2.3 copy,
store or otherwise access or use any information, including any information
about another User contained on the C4 PROTECTION Platform in any way that
violates Cyberswat’s Privacy Policy or these Terms of Use or that otherwise
violates the privacy of Users or third parties;
5.2.4 use,
display the C4 Protection Platform or the Content or any other individual
element found within the C4PROTECTION Platform, the Cyberswat name, any
trademark owned by Cyberswat, the logo or other intellectual property right or
design of any page contained on the C4 PROTECTION Platform, without obtaining
the express prior written consent of Cyberswat;
5.2.5 dilute, affect or otherwise violate any
trademark owned by Cyberswat in any way including through unauthorized use of
Cyberswat Content by registering and/or using Cyberswat or derivative terms in
domain names, trade names, trademarks or otherwise or by registering and/or
using domain names, trademarks or other identifiers that closely imitate
confusion about Cyberswat’s domain name or trademark;
5.2.6 use any malware to access, collect any data on
any Content found on the C4 PROTECTION Platform;
5.2.7 attempt to decipher, compile or reverse
engineer or do anything similar to any software used to provide the C4
PROTECTION Platform;
5.2.8 take any action that affects or could cause
damage or affects the performance or proper functioning of the C4PROTECTION
Platform; or
5.2.9 violate or contravene the rights of any person
or otherwise cause harm to any person.
5.3. For the avoidance of doubt, the rights
granted under these Terms of Use are granted exclusively to the Customer and
its Authorized Representatives and are not, and shall not be deemed to be,
granted to any affiliate of the Customer or any other third party, unless
otherwise specified in the Service Agreement.
5.4. In
particular in relation to the Client, they undertake to ensure that their
Authorised Representatives access and use the C4 PROTECTION Platform and
receive the Services in accordance with these Terms of Use; the Client being
liable for any breach by its Authorised Representatives of any provision of
this Agreement;
5.5. You acknowledge that Cyberswat has no
obligation to monitor any User’s access to or use of the PROTECTIONC4 Platform
or review or block access to anyone or edit any User Content, but has the right
to do so to (i) operate, secure and improve the C4 PROTECTION Platform; ii)
ensure compliance and compliance with the Terms of Use by Users; (iii) comply
with any applicable law, order or requirement of a court or other governmental
organization; (iv) respond to any User Content that Cyberswat determines, in
its sole and absolute discretion, to be harmful or objectionable; or (v)
otherwise as more fully set forth in these Terms of Use. Users agree to
cooperate and assist Cyberswat in good faith and to provide Cyberswat with any
information and take any action that may reasonably be required by Cyberswat to
comply with any investigation undertaken by Cyberswat or a representative of
Cyberswat in connection with the use or abuse of the C4 PROTECTION Platform.
5.6. You authorize us to use the name and logo of your company in a professional manner and solely within the framework defined below:
5.6.1. You agree that your company may be identified as a client of Protection C4 and Cyberswat on our website and in any other public communication media.
5.6.2. You also agree that we may include the name of your company in our service offerings, specifically in the “Our Clients” section.
5.6.3. Unless otherwise indicated by you, we will use the logo available on your website. If you prefer, you can also provide us with a specific logo for this use.
5.6.4. At any time, upon written notice from you, we will cease using the name and logo of your company within 30 days.
6.
Evolution of the Services and the C4 PROTECTION Platform
During this Agreement, Cyberswat may, and is authorized to incorporate
into the C4 PROTECTION Platform or the Services modifications created or
developed and generally made available to other Cyberswat customers who
subscribe to similar services, at any time, at any frequency and without prior
notice to the Client. Without limiting the generality of the foregoing and for
clarification, Cyberswat is under no obligation to improve, update, revise or
otherwise make any changes to the C4 PROTECTION Platform or the Services. For
the purposes of this section, “modifications” include, but are not
limited to, any revision, correction, improvement, augmentation,
individualization, expansion, addition, deletion, update, upgrade, or other
modification of the PROTECTIONC4 Platform or Services.
7. Interruption of
access to and use of the C4 PROTECTION Platform and interruption of Services
7.1 The
Client acknowledges and accepts that access to and use of the C4 PROTECTION
Platform and the Services may be interrupted at any time and from time to time
if Cyberswat deems it necessary at its sole discretion, in particular to carry
out regular maintenance of the C4 PROTECTION Platform. Nothing in this Agreement
constitutes a commitment or warranty that Cyberswat will continue to allow
access to and use of the C4 PROTECTION Platform and provide the Services at all
times. Nevertheless, regular and planned maintenance with a high probability of
causing one or more interruptions will be carried out after Cyberswat’s
business hours and the Client will generally be notified in advance within a
reasonable time.
7.2 The Client acknowledges and agrees that
Cyberswat makes no warranties in connection with internet access, Integration
into a third party product or telecommunications equipment or in connection
with the ability of internet access, Integration with a third party product or telecommunications equipment used in connection with access to
and use of the C4 PROTECTION Platform and the Services. The Client acknowledges
and accepts these characteristics of the access and use of the C4 PROTECTION
Platform and the Services, and the fact that Cyberswat is in no way responsible
for any damage related to the performance of the internet, Integration
with a third party product and telecommunications equipment
7.3 Cyberswat reserves the right to interrupt
access to and use of the C4 PROTECTION Platform and the Services, at any time
and from time to time, when problems arise with the C4 PROTECTION Platform or
the Services. The Client acknowledges that the C4 PROTECTION Platform and the
Services will not be accessible during such periods of interruption. In such a
case, a Cyberswat representative will contact the Client to advise the Client
of the existence and general nature of the problem and will promptly notify the
Client when access to and use of the C4 PROTECTION Platform and the Services is
restored.
8. Term and Termination
8.1. This
Agreement shall be effective upon signature by Client and Cyberswat of the
Service Agreement and shall remain for its duration until: (i) its full
performance or; (ii) termination or termination in accordance with the Service
Agreement.
8.2. This Agreement shall automatically terminate in
the event of the Customer’s (voluntary or involuntary) bankruptcy, insolvency,
assignment of its assets to its creditors or appointment of a receiver for all
or a substantial part of its assets, including if bankruptcy or insolvency
proceedings are instituted against the Customer or if other proceedings with a
view to obtaining liquidation, a
dissolution, arrangement, discharge or concordant under any law relating to
bankruptcy, insolvency or discharge of debtors or if a party attempts to obtain
an order of discharge or the appointment of a receiver, trustee, custodian, or
similar representative in respect of that part or a substantial part of its
property, unless such proceedings are contested in good faith by the Client and
such order, Appointment or other
discharge is not stayed pending the outcome of the contested proceedings and
such order, appointment or other discharge is rescinded within thirty (30)
days, including if a party makes a petition under a bankruptcy, insolvency or,
generally, debtor discharge law.
8.3. Cyberswat reserves the right to
suspend access to and use of the C4 PROTECTION Platform and the provision of
the Services for such period as it deems reasonable without prior notice or
compensation if: (a) an invoice has remained unpaid by the Client for more than
sixty (60) days; or (b) if the Client or any of its Authorized Representatives
fails to fully comply with the provisions of the Service Agreement and/or this
Agreement.
8.4. Upon
termination or termination of this Agreement, it is agreed between the Parties
that: (a) all obligations under the Agreement which by their nature should
survive termination of this Agreement shall survive termination or termination;
(b) any amounts due to Cyberswat under the Service Agreement shall become immediately
due and payable to Cyberswat; and(c) the Client and its Authorized
Representatives shall no longer have the right to access and use the C4
PROTECTION Platform or receive the Services.
8.5. All User Content may be deleted within sixty
(60) days of termination or termination of this Agreement. Customer
acknowledges that it is responsible for exporting all User Content to which
Customer desires continued access after termination or termination of this
Agreement. Cyberswat has no liability for any failure by Customer to retrieve
its User Content and no obligation to store or retain User Content after such
sixty (60) days. Following termination or termination of this Agreement,
Cyberswat may immediately deactivate the Client Account and Access.
9.
Disclaimers of Warranties
9.1. Cyberswat makes no representation or warranty
regarding the proper functioning of the C4PROTECTION Platform, its suitability
for use or the absence of error or interruption during its access and use.
9.2. Use of the C4 Protection Platform and the
Services is at your sole risk. Without limiting the generality of the
foregoing, Cyberswat shall not be liable for any damages related to access to
and use of the C4 PROTECTION Platform, in connection with Cyberswat Services
and Content as offered on the C4 PROTECTION Platform and more specifically,
recommendations, risk ratings, responses, action plan, possible solutions
and/or any other intervention offered on or through the PROTECTIONC4 Platform. Cyberswat makes no representations or
warranties and expressly excludes by these Terms of Use any liability for any
processing or action arising from User Content transmitted on or through the C4
PROTECTION Platform.
9.3. THE COMPONENTS OF THE PROTECTION C4 PLATFORM
AND THE SERVICES (IF ANY) ARE PROVIDED TO YOU “AS IS” AND WITHOUT ANY
EXPRESS OR IMPLIED WARRANTY OF ANY KIND. CYBERSWAT DISCLAIMS ALL WARRANTIES OR
CONDITIONS, WHETHER WRITTEN OR ORAL, STATUTORY OR CONSENSUAL, INCLUDING
WARRANTIES OF QUALITY, DURABILITY, FITNESS OR FITNESS FOR A PARTICULAR PURPOSE.
9.4.
Without limiting
the generality of the foregoing, Cyberswat makes no warranties regarding:
9.4.1 to
persons who designed and developed the C4 PROTECTION Platform and as to the
reliability, quality, accuracy and accuracy of Cyberswat Content, including in
particular any information transmitted as part of the Services or available on
or through the C4 PROTECTION Platform concerning recommendations, risk ratings,
responses, action plans, solutions
and/or other intervention through the C4 PROTECTION Platform and Cyberswat cannot be
held responsible for errors or omissions arising from Cyberswat Content.
9.4.2 to
satisfy any standard or certification or to obtain certification or
certification of any certification by Customer and/or its Authorized
Representatives, including without limitation ISO/IEC 27001, SOC2 Type1 certification,
SOC2 Type2 certification and compliance with any standard such as the NIST
Cybersecurity Framework or the Cloud SecurityAlliance (CSA).
9.4.3 the
security of the C4 PROTECTION Platform and the Services and Cyberswat shall not
be liable for any security breaches, including hackers, illicit or unauthorized
access, theft, the actions of disgruntled Authorized Representatives or other
fraudulent acts;
9.4.4 the
availability of the C4 PROTECTION Platform by an Authorized Representative in
the event of non-functioning of the C4 PROTECTION Platform due to a technical
problem; and
9.4.5 the
reliability of information extraction or storage by the C4 PROTECTION Platform,
including User Content provided directly by the User or through the use of an
Integration, and Cyberswat shall not be liable for any losses arising from the
loss of information or data, including User Content and Content from an
Integration.
10.
Limitation of liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT
PERMITTED BY LAW, THE OVERALL RISK RESULTING FROM YOUR ACCESS TO AND USE OF THE
C4 PROTECTION PLATFORM, CONTENT, PROVISION OF THE SERVICES OR USE OF ANY OTHER
SERVICE OR ANY OTHER INTERACTION YOU MAY HAVE WITH OTHER USERS, WHETHER IN
PERSON OR ONLINE, REMAINS YOUR OWN. NEITHER CYBERSWAT NOR ANY OTHER PARTY
INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE C4 PROTECTION PLATFORM,
SERVICES, OR CYBERSWAT CONTENT SHALL BE LIABLE FOR ANY DAMAGES, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS
OF GOODWILL, BUSINESS INTERRUPTION, DAMAGE TO COMPUTERS, SYSTEM DEFECT,
REPLACEMENT COSTS, OR FOR ANY INJURY, DAMAGE, INCONVENIENCE OR INJURY. BEING LINKED
TO (I) THESE TERMS OF USE, (II) THE USE OR DISQUALIFICATION TO USE THE
PROTECTION C4 PLATFORM, THE SERVICES OR THE CONTENT, OR (III) ANY
COMMUNICATION, INTERACTION OR MEETING WITH ANY PERSON WITH WHOM YOU MAY
COMMUNICATE, INTERACT OR MEET AS A RESULT OF YOUR ACCESS TO AND USE OF THE
PROTECTION C4 PLATFORM OR THE SERVICES, WHETHER BASED ON THE LEGAL
WARRANTY, CIVIL AND EXTRA-CONTRACTUAL
LIABILITY (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY
AND WHETHER OR NOT CYBERSWAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT WITH RESPECT TO CYBERSWAT’S OBLIGATIONS, IF APPLICABLE, IN NO
EVENT, TO THE EXTENT PERMITTED BY LAW, CYBERSWAT’S TOTAL LIABILITY, ARISING OUT
OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR ACCESS TO AND USE OF THE
C4 PROTECTION PLATFORM, YOUR USE OF OR DISQUALIFICATION TO USE THE C4
PROTECTION PLATFORM, THE SERVICES OR THE CONTENT AND IN CONNECTION WITH ANY
OTHER SERVICE SHALL EXCEED AN AMOUNT EQUIVALENT TO THE AMOUNT PAID BY THE
CUSTOMER TO CYBERSWAT FOR THE EQUIVALENT OF ONE MONTH’S SERVICE OF THE SERVICE
AGREEMENT FOR THE MONTH PRECEDING THE EVENT THAT GAVE RISE TO THIS LIABILITY.
11. Indemnification
11.1. To the maximum extent permitted by any
applicable law, you agree to release, defend (at Cyberswat’s option), indemnify
and hold Cyberswat and its affiliates, including but not limited to their
officers, directors, employees and agents, harmless from and against any and
all claims, liabilities, damages, losses and expenses including, without
limitation, all legal and accounting fees, arising out of or in any way related
to:
11.1.1 your breach of these Terms of Use or any other
Cyberswat policy or standard;
11.1.2 your inappropriate use of the PROTECTIONC4
Platform or the Services;
11.1.3 your
interaction with any User, your User Content, including without limitation, any
injury, loss or damage (whether compensatory, direct, indirect or otherwise) of
any kind, arising out of or in connection with your interaction, use or
11.1.4 your violation of any law, regulation or third
party right.
12. Confidentiality
12.1. You agree not to use any technical,
financial, strategic and other information belonging to Cyberswat relating to
Cyberswat’s business, operations, property, including any information belonging
to Users (collectively the “Confidential Information“)
disclosed by Cyberswat to you for your use or for any other reason other than
those mentioned herein. You will not disclose or permit the disclosure of any
Confidential Information to third parties. You agree to take reasonable steps
to protect the confidentiality of and avoid the disclosure or use of
Confidential Information about Cyberswat and its affiliates in order to prevent
it from being publicly disclosed. Notwithstanding the foregoing, you will not
be liable to Cyberswaten in connection with any Confidential Information to the
extent that you can demonstrate that the Confidential Information:
12.1.1 was in the public domain at the time it was
disclosed by Cyberswat;
12.1.2 has been publicly disclosed through no fault of
you;
12.1.3 was known to you, without restriction, at the
time of disclosure, as demonstrated in files in existence at the time of
disclosure;
12.1.4 is disclosed with Cyberswat’s prior written
consent;
12.1.5 becomes known by you, without restriction, from
any source other than Cyberswat, without your breach of these Terms of Use and
otherwise without being in breach of Cyberswat’s rights; or
12.1.6 is
disclosed pursuant to an order or requirement of a court, governmental
authority or other governmental organization; provided, however, that you shall
promptly provide notice of such order or requirement to Cyberswat in order to
enable Cyberswat to seek a protective order or otherwiseprevent or restrict
such disclosure.
12.2. Upon termination or termination of this
Agreement, Customer shall, at Cyber Swat’s option, return or destroy all
Confidential Information, such return or destruction to be certified by an
officer of Customer.Customer shall follow security procedures based on
industry-recognized cybersecurity best practices to maintain the
confidentiality of Confidential Information. The confidentiality obligations
under this Article shall be without time limit.
13. Changes to the
Terms of UseTo the extent permitted by law, from time to time and in its sole
and absolute discretion, these Terms of Use may be amended without notice or
delay.
14. General
14.1. These Terms of Use shall be governed by the
applicable laws of Quebec. If any provision of these Terms of Use is or becomes
invalid or unenforceable, the Parties will continue to be bound by the
remaining provisions of these Terms of Use. In this event, the Parties will
replace the invalid or unenforceable provision with provisions that are invalid
and that have, to the greatest extent possible, a similar effect to the
provisions that have been invalidated or found unenforceable, considering the
content and purposes of these Terms of Use.
14.2. Except for payment obligations, if any of the
Parties to this Agreement are in default of any of its obligations hereunder,
in whole or in part, due to unforeseeable circumstances beyond the reasonable
control of that party, including, without limitation, by fire, explosion, power
failure, a failure of connection to the
Internet, a computer attack, a computer virus or any other event of a similar
nature, an earthquake, flood, a natural disaster, a war, a revolution, a
popular movement or acts of public enemies, or by the effect of any law, order,
regulation, ordinance or requirements of any government or its representatives
or a competent legislative body, or, as
a result of industrial unrest, such as a strike, a pearl strike, a picket line
or a boycott, the affected party shall not be held liable for such failure and
shall be exempted from the performance of its obligations in this respect, such
exemption being reassessed daily. The affected party shall, however, use
commercially reasonable efforts to bring such grounds for non-performance to an
end as soon as possible. If the Force Majeure Event continues for a
period of more than thirty (30) business days, Cyberswat may terminate this Agreement
free of charge.
14.3. None of the rights, duties or obligations
contained herein may be assigned or transferred by Client and/or Authorized
Representatives without Cyberswat’s prior written consent. In any event, Client
acknowledges that Cyberswat may assign or transfer its rights, duties or
obligations contained herein in the context of a merger, reorganization,
consolidation or other transaction with respect to its share capital or the
sale of a substantial portion of its assets, to any third party or party to any
such transaction.
14.4. The headings in these Terms of Use are for
reference purposes only and may not be used in any way to interpret such
section. The words “included”, “including” shall be deemed
to be followed by the words “without any limitation”.
14.5. A Party’s failure to act by reason of a
breach by another Party shall not constitute a waiver of that Party’s rights to
act in relation to subsequent or similar breaches.
14.6. Notwithstanding any other provision of this
Agreement, any claim arising from the Agreement which is the subject of a
dispute, any dispute concerning the performance thereof, including its
annulment, as well as any dispute arising from a problem of interpretation of
the Agreement shall be submitted to arbitration, to the exclusion of the
ordinary courts. The Parties hereto agree that the provisions currently in
force of articles 620 et seq. of the Code of Civil Procedure shall govern any
arbitration held under this article, provided, however, that there shall be
only one arbitrator and that the arbitration shall take place in the judicial
district of Québec.
14.7. Nothing in this Agreement or action by the
Parties establishes, nor is it intended to establish, a partnership, joint
venture, principal-agent agreement, employer-employee relationship, in any way
or for any purpose whatsoever between the Parties, other than a
supplier-customer relationship.
If you have any questions related to the C4PROTECTION Platform, the Services or Cyberswat Content,
please contact our customer service department by email at: support@protectionc4.com
La version originale de la des Termes et conditions a été écrite en français. En cas de
contradiction entre la version anglaise et la version française, la version
française prévaudra.
The original version of the Terms and Conditions was written in French. In the event of any
contradiction between the English and French versions, the French version shall prevail.
