(b) “Authorized Uses” has meaning given in Section 3.
(c) “Content” means all of the Products and all other content provided by TSCI on, by, and through the Portal, as well as all portions thereof and information, records, fields and data contained therein.
(d) “Portal” means the Secure Halo website, www.mysecurehalo.com and the webpages available at the website.
(e) “Product” or “Products” means the reports, assessments, research, analyses or any other products or services that TSCI provides through the Portal and includes the Portal itself.
(g) “User” refers to any person or entity who is authorized to use the Portal or access Content.
(h) “User Content” means all information, data and content that a User submits, publishes or displays on the Portal or to TSCI, including information submitted pursuant to Section 3(b).
(a) User may use Content for its internal, bona fide business purposes in evaluating prospective insureds seeking insurance policies providing coverage for cyber risks;
(b) If User is a prospective insured, User may provide information to complete pre-binding assessments, which information will be processed by TSCI and made available to other Users for evaluation as described in Section 3(a) above;
(c) If User purchases a Portfolio license, User shall have the right to review reports, scores, and other data collected from User’s portfolio clients; and
(d) User may share Content within its organization for the evaluation purposes described in Section 3(a) above, provided that such Content is made available only to those of its employees, officers, directors or agents (“Representatives”) who have a legitimate need to know in connection with the Authorized Uses and who have executed appropriate written agreements requiring them to keep such Content confidential under terms and conditions no less stringent than those set forth herein. A User shall be responsible for any breach of these Terms by any of its Representatives.
4. Restrictions. The following restrictions apply to all use of the Portal:
(a) User shall have no right to sell, resell, license, sublicense, transfer or otherwise make available to any other person or entity Content or any portion thereof; provided that Users who purchase a Portfolio license shall have a right to provide access to the Portal and the Content to their Portfolio clients in accordance with the Subscription Agreement and these Terms.
(c) User agrees not to copy, distribute, display, disseminate, or otherwise reproduce Content or any information or content about, related to, or derived from Content, Products, or the Portal (including but not limited to the Portal content, design, text, graphics and interfaces) without receiving TSCI’s prior written permission.
(d) User agrees not to make any illegal or unauthorized use of Content or any portion thereof. User understands and agrees that User is solely responsible, at User’s own expense, for complying with any restrictions and requirements created by applicable law. User may use Content only for purposes expressly permitted by TSCI and not for any other purpose.
(e) User shall not engage in any form of scraping, data extraction or data mining with respect to Content or the Portal (including but not limited to the Portal content, design, text, graphics and interfaces), or encourage others to do so.
(g) User may not make any public announcements, press releases, advertising, marketing, promotional or other materials (whether in print, electronically or otherwise) that display or use any name, mark, logo or brand of TSCI without the prior written consent of TSCI.
(h) User agrees not to use the Portal or Content in any commercial product or service, without TSCI’s express prior written consent.
(i) User agrees not to use the Portal or Content to establish, advance, or otherwise add to a business, service, or other venture (whether for profit or not for profit) that competes in any way with the business of, or services or Products offered by, TSCI.
(j) User agrees not to use the Portal or Content to infringe the intellectual property rights of others in any way.
(l) User agrees that this section goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting a competing service.
7. Usernames and Passwords. When opening an account to use or access Content, User must provide complete and accurate information as requested. User will initially be assigned a username and password to gain access to Content. User may enroll up to the number of authorized personnel determined by TSCI (“Authorized Personnel”). Each Authorized Personnel shall be asked to provide an email address approved by User and to generate a unique username and password. User and its Authorized Personnel are responsible for maintaining the confidentiality of all usernames and passwords. No unauthorized person is permitted to use any other person’s username or password at any time. User agrees to notify TSCI immediately of any unauthorized use of User’s account, username, or password. TSCI shall not be liable for any losses User incurs because of unauthorized use of User or account or password information. User may be held liable for any losses incurred by TSCI, its affiliates, officers, directors, employees, consultants, agents and representatives due to unauthorized use of User’s account or password information.
8. Representations and Warranties. User represents and warrants that:
(c) User will provide TSCI with accurate and truthful information including, but not limited to, personal information, payment information, and other information that TSCI deems necessary to provide User with access to Content. User owns or is authorized to use all rights to the User Content to which User submits to or through the Portal or to TSCI.
9. User Content. By posting or otherwise submitting or transmitting User Content to TSCI or the Portal, User acknowledges and agrees that it is solely responsible for the form, content and accuracy of any User Content. TSCI does not represent or guarantee the truthfulness, accuracy, or reliability of any User Content, derivative works from User Content, or any other materials posted by Users. TSCI is not responsible for maintaining any User Content that a User provides to TSCI, and TSCI may delete or destroy any such User Content at any time.
10. License to Use User Content.
(b) TSCI may use and disclose User Content in aggregate or other anonymized form in connection with its support, development, marketing, and other business activities, provided that TSCI shall not associate any of such information with User.
(c) Subject to the limitations set forth in Section 3, User grants to other Users the rights necessary to engage in Authorized Uses.
11. Confidentiality of Information.
(a) Definition of Confidential Information. The term “Confidential Information” shall mean any and all confidential and/or proprietary materials, information, data, knowledge, or know-how of TSCI. By way of illustration but not limitation, “Confidential Information” includes (i) all Content, including information submitted by any User; (ii) any information or content about, related to, or derived from Content (including but not limited to the Portal content, design, text, graphics and interfaces); (iii) patents (including applications therefore), trademarks, copyrights, trade secrets, products, services, contemplated products and/or services, developments, inventions, engineering, research, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, techniques, marketing, merchandising, sales information, customer lists, business forecasts (hereinafter collectively referred to as “Inventions”); (iv) information regarding plans for research, development, current, future and proposed products and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (v) compilations of material that reflect Confidential Information; and (vi) any information that TSCI has received from others that may be made known to User and that TSCI is obligated to treat as confidential or proprietary. Confidential Information may be disclosed either in writing or orally and need not be designated as “Confidential Information” at the time of disclosure.
12. Intellectual Property. The Portal is owned and operated by TSCI. The Content is protected by copyright and other intellectual property laws. All right, title and interest in and to Content is owned either by TSCI or by its third-party authors, developers, or vendors (“Third Party Providers”). TSCI shall retain all copyright and other intellectual property rights in and to all information in Content. TSCI shall have the right to remove or replace any information in Content at any time.
13. Data Security and Availability.
(a) TSCI uses a third-party hosting service to provide the servers and hosting services for Content. The servers are maintained and secured in accordance with industry standards pursuant to TSCI’s agreement with the host. TSCI uses commercially reasonable efforts to maintain the security and availability of Content. However, there can be no guarantee of the security or availability of Content.
(b) The Portal is monitored for security breaches in accordance with the host agreement. Upon detecting evidence of a security breach, TSCI will take such action as it deems appropriate, and pursuant to applicable data breach notification law, to address the issue, up to and including a “lock-down” of Content until the issue is resolved. If User or any Authorized Personnel has reason to believe Portal security has been breached, contact TSCI immediately by email for assistance. If TSCI’s technical staff finds that any activities of User or any Authorized Personnel pose a threat to the security or proper technical operation of Content, TSCI reserves the right to take appropriate remedial action. If technical staff suspects unauthorized use of any user name or password, TSCI may temporarily disable access under such user name or password in order to preserve system security on Content. In all such cases, TSCI will promptly contact the User.
(c) The Portal may be unavailable for reasons beyond TSCI’s control. TSCI makes no representations or warranties concerning minimum Portal availability, maintenance interruptions, or any other service disruptions occurring on Content.
14. Term and Termination.
(a) TSCI, in its sole discretion, may terminate, delete, or suspend any User’s Account and terminate, restrict or suspend a User’s access to the Portal and the Content at any time, for any reason or no reason.
(a) TSCI CANNOT AND DOES NOT GUARANTEE (I) THAT CONTENT WILL BE COMPLETE, ACCURATE, OR CURRENT, OR (II) THAT USER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS FROM ITS USE OF CONTENT. TSCI IS NOT UNDERTAKING TO ASSESS ANY PROSPECTIVE INSURED FOR ANY USER, OR TO PROVIDE SPECIFIC ADVICE TO ANY USER WITH RESPECT TO ANY UNDERWRITING DECISIONS. USER IS SOLELY RESPONSIBLE FOR ALL USES IT MAKES OF CONTENT, INCLUDING, WITHOUT LIMITATION, ANY BUSINESS DECISION IT MAKES BASED THEREON.
(b) THE PORTAL AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS. TO THE FULLEST EXTENT PERMITTED BY LAW, TSCI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE PORTAL AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
16. LIMITATION OF LIABILITY. IN NO EVENT SHALL TSCI, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), UNDER ANY LEGAL THEORY OR DOCTRINE, WHETHER ARISING IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PORTAL OR THE CONTENT, EVEN IF TSCI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Compliance with Law. When accessing Content, User (and each Authorized Personnel): (a) shall comply with all applicable laws and regulations; and (b) shall not take any action in violation of the rights of any third party, including, without limitation, intellectual property and trade secret rights. TSCI reserves the right to remove any information from Content that it in good faith believes violate applicable laws or regulations, or infringes on the rights of any third party.
22. Waivers. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay of a party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
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