Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between Seneca Cyber, Inc., an Ohio Limited Liability Company (Seneca Cyber), and the Customer agreeing to these terms (Customer).

1. SOFTWARE SERVICE

This agreement provides Customer access to and usage of WyeScan.com, an Internet-based software service described below (Service).

2. USE OF SERVICE

a. Scanning Service. Customers of our Service may utilize its automated service to scan and monitor devices and domains which they specify (Web Scans). These Web Scans are conducted to ascertain the compliance of network devices and applications with certain published security standards and to disclose potential security vulnerabilities that may be present. In certain cases, the exploitation of a vulnerability and/or minimal extraction of data from the target server may be conducted to support Seneca Cyber's security audit findings, or to illustrate a vulnerability to you. Security audits typically include, but are not limited to, port scanning and port connections, evaluating services by checking versions and responses to certain requests, and crawling websites to perform testing of forms, application responses, or to confirm the existence of certain files.

• The reports generated from the Web Scans are meant to be taken as preliminary and indicative only, and should not be used as a substitute for a comprehensive security audit. They are based on limited information gathered using the methodology described above, and Seneca Cyber does not guarantee that these reports will be fully accurate, complete, or suitable for your purposes.
• Customer certifies that it is authorized to act on behalf of the owner or licensee of, or are the authorized representative of an individual, business, or other legal entity having contractual usage rights granted by an ISP or Web Host owning or licensed to use, any and all Internet Protocol addresses (IPs) and the associated computer hardware, network, storage, input/output or electronic control devices, or software installed on such devices (Devices) to which you direct the Web Scans to be performed.

b. Customer Owned Data. All data uploaded by Customer to the Service remains the property of Customer, as between Seneca Cyber and Customer (Customer Data). Customer represents and warrants to Seneca Cyber that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Data for use within the Service under this agreement. During the term of this agreement, Customer grants Seneca Cyber the right to use the Customer Data solely for purposes of performing under this agreement (which includes, without limitation, the right for Seneca Cyber to enhance its technology and offerings). During the term of this agreement, Seneca Cyber will provide Customer Data to Customer upon request.

c. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, and the legality and accuracy of Customer Data; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Seneca Cyber promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's User Guide and applicable law.

d. Third Party Service. The Service interoperates with third party services (Third Party Service), and it depends on continuing availability of and access to Third Party Service, including application programming interfaces, for full functionality of the Service. Customer is responsible for obtaining all rights and the payment of all fees associated with all Third-Party Service for purposes of this agreement.

3. DISCLAIMER

a. SENECA CYBER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE SENECA CYBER TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, SENECA CYBER DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMERUNDERSTANDS AND AGREES THAT (I) THE SERVICE MAY NOT BE ERROR-FREE AND THE USE MAY BE INTERRUPTED, AND (II) SENECA CYBER IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICE ISSUES.

4. MUTUAL CONFIDENTIALITY

a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Seneca Cyber's Confidential Information includes, without limitation, the Service and pricing information. Customer's Confidential Information includes, without limitation, the Customer Data.

b. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of itsown confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employeesand contractors who need that access for purposes consistent with this agreement and who have signed confidentialityagreements with Recipient containing protections not materially less protective of the Confidential Information thanthose in this agreement.

c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

5. PROPERTY

a. Reservation of Rights. Seneca Cyber and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with Seneca Cyber. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Seneca Cyber reserves all rights that are not expressly granted in this agreement.

b. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. Seneca Cyber may suspend Service to Customer if Seneca Cyber believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such event, Seneca Cyber will work with Customer to address the issue and restore Service as quickly as possible.

c. Statistical Information. Seneca Cyber may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify Customer Data, and there is no means to re-identify Customer Data. Seneca Cyber retains all intellectual property rights in such information.

6. TERM AND TERMINATION

a. Term. This agreement continues until the 30th day after all orders have expired, unless earlier terminated as provided below.

b. Term of Orders. Unless otherwise stated in an order, (i) orders and all subscriptions under them will automatically renew for additional one-year periods unless a party notifies the other of non-renewal 30 or more days before the renewal date, (ii) an automatically renewing order will remain unchanged from the prior term except for any pricing increase of which Seneca Cyber has notified Customer 60 or more days before the renewal date, and (iii) upon automatic renewal, the per-unit pricing for any Service will not increase by more than 7% over that in the prior term unless the prior pricing was clearly designated in the order as promotional or one-time.

c. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

d. Return of Customer Data.

• Within 60 days after termination, upon request Seneca Cyber will make the Service available for Customer to export Customer Data as provided in Section 2(a).
• After such 60-day period, Seneca Cyber has no obligation to maintain the Customer Data and may destroy it

e. Effect of Termination. If this agreement is terminated for Seneca Cyber's breach, Seneca Cyber will refund Customer fees prepaid for the remainder of the term of all orders after the termination effective date. If this agreement is terminated for Customer’s breach, Customer will pay any unpaid fees for the term of all orders. Upon request, following any termination of this agreement, each party will destroy or return all of the other party’s property that it holds, subject to the “Return of Customer Data” section above.

7. LIABILITY LIMIT

a. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SENECA CYBER IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

b. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SENECA CYBER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED $500.

8. GOVERNING LAW AND FORUM

This agreement is governed by the laws of the State of Ohio (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any dispute or claim between the parties arising out of or relating to this agreement, must be resolved exclusively by binding arbitration in Seneca County, Ohio U.S.A. in English, under the then-current commercial or International Arbitration Rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys' fees and costs from the other party.

9. OTHER TERMS

a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by Seneca Cyber.

b. No Assignment. Neither party may assign or transfer this agreement to a third party, except that the agreement and all orders may be assigned without the consent of the other party as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an Affiliate.

c. Export Compliance. The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

d. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party's Affiliates.

e. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.

f. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

g. Survival of Terms. All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.

h. Feedback. If Customer provides feedback or suggestions about the Service, then Seneca Cyber (and those it allows to use its technology) may use such information without obligation to Customer.

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