Reseller Agreement

RUNSYBIL PLATFORM TERMS OF FOR SERVICES PURCHASED THROUGH A RESELLER

PLEASE READ THESE RUNSYBIL PLATFORM TERMS FOR SERVICES PURCHASED THROUGH A RESELLER (THESE “TERMS”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY RUNSYBIL (AS DEFINED BELOW).

BY EXECUTING A CUSTOMER AGREEMENT (AS DEFINED BELOW) THAT REFERENCES OR INCORPORATES THESE TERMS, THE ENTITY IDENTIFIED AS THE CLIENT, CUSTOMER OR ENTITY TO RECEIVE SUCH SERVICES IN SUCH CUSTOMER AGREEMENT (“CLIENT”) AGREES TO BE BOUND BY THESE TERMS. THESE TERMS GOVERN CLIENT’S ACCESS TO AND USE OF THE SERVICES OFFERED BY RUNSYBIL. IF YOU ARE ENTERING INTO THE CUSTOMER AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS.

IMPORTANT NOTICE: PLEASE READ THIS CAREFULLY. THESE CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14.

Capitalized terms used but not defined in-line have the meanings given to them in Section 16 of these Terms or elsewhere in these Terms. RunSybil and Client are each sometimes referred to in these Terms as a “Party,” and collectively, as the “Parties.”]

1. Services

RunSybil Corp. (“RunSybil”) shall provide the RunSybil services specified in the agreement, ordering document, statement of work or similar type of document to procure or subscribe to the services offered by RunSybil (such document, a “Customer Agreement”) executed between Client and Reseller (the “Services”) in accordance with these Terms and that has been properly provided to RunSybil and, subject to any charges, fees or other payment owed by such Reseller. Client expressly agrees that RunSybil’s obligation to commence performance of the Services under any Customer Agreement is conditioned upon Client’s acceptance of these Terms, as indicated by execution of the applicable Customer Agreement. These Terms are incorporated into each Customer Agreement. RunSybil may use Affiliates, suppliers, or subcontractors in connection with performing Services but shall remain responsible for the performance of the foregoing. At its cost, Client shall obtain and maintain any equipment and ancillary services needed to access or use the Services, including hardware, servers, software, and operating systems. Client shall reasonably cooperate with RunSybil in connection with the Services, including by (a) providing accurate, current, and complete registration information to RunSybil, (b) appointing a primary point of contact for RunSybil who has authority to act on Client’s behalf in connection with the Services, and (c) providing Client Materials as RunSybil deems reasonably necessary to timely perform Services.

2. Restrictions

Except as expressly authorized in writing by RunSybil, Client shall not, and shall not permit any other person to:

1. modify, copy, display, perform, create derivative works from, or distribute RunSybil Technology;
2. resell, rent, market, license or sublicense, distribute, or grant to a third party any right to access or use RunSybil Technology;
3. seek to access or use RunSybil Technology without authorization, including other than through an interface provided by RunSybil;
4. attempt to monitor, test, probe, or scan RunSybil Technology, including to ascertain Vulnerabilities or breach security or authentication measures;
5. access or use RunSybil Technology in violation of any law, regulation, rule, order, treaty, or ordinance;
6. distribute, store, or transmit via RunSybil Technology any inappropriate, infringing, or unlawful data or content;
7. distribute, store, or transmit via RunSybil Technology any virus, Trojan horse, worm, or other content that may be harmful to RunSybil, the Services, or other customers or users;
8. interfere with any part of RunSybil Technology;
9. interfere with any third party’s access or use of RunSybil Technology;
10. decompile, disassemble, translate, or otherwise reverse engineer or attempt to derive the source code or models underlying the technologies for the Services or RunSybil Technology or any portion thereof;
11. take any action that may cause an unreasonable or disproportionately excessive load on RunSybil’s systems;
12. frame any portion of the Services; or
13. tamper with any Intellectual Property Right attribution or other proprietary notice in or on RunSybil Technology.

3. Account

Client shall establish an organizational account and designate at least one account administrator responsible for managing Client's account, including creating and disabling sub-accounts for Authorized Users and assigning access permissions. Client shall ensure that each Authorized User’s login credentials are unique to that individual and are not shared among multiple individuals. Client is responsible for maintaining the confidentiality and security of all account credentials. Client shall promptly notify RunSybil of any known or suspected unauthorized access to or use of Client's account or any Authorized User's credentials and shall promptly disable access for any individual who is no longer authorized to access RunSybil Technology. Client is responsible for all activity occurring under its account and all sub-accounts, whether or not authorized by Client. All acts and omissions of Authorized Users shall be deemed acts and omissions of Client for purposes of these Terms.

4. Subscriptions

Each subscription, as detailed in the applicable Customer Agreement, entitles Client to the bundle of Services, tests, and features described in the applicable Customer Agreement for the applicable subscription term set forth therein.

Each subscription includes specific usage entitlements (e.g., number of tests) as set forth in the applicable Customer Agreement. Use of the Services in excess of the included entitlements shall be subject to additional fees. Unused entitlements do not carry over to any subsequent subscription terms.

5. Grant of Rights, Intellectual Property

RunSybil grants to Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term only for the purposes set out in the applicable Customer Agreement and subject to these Terms. Subject to the foregoing express limited license, RunSybil retains all rights, title, and interest in and to the Services and RunSybil Technology and does not grant any other rights or licenses, including any implied licenses, to Client. RunSybil hereby assigns to Client all rights in and to the Client-specific reports delivered to or downloaded by Client, other than preexisting RunSybil Technology therein or RunSybil logos thereon, that are provided in performance of the Services.

Client hereby grants to RunSybil a non-exclusive, non-transferable (except as permitted hereunder), non-sublicensable (other than to contractors providing services to RunSybil or its Affiliates), fully paid-up, and royalty-free license to use and process Client Materials to: (a) perform, support, and improve RunSybil’s products and services; (b) maintain quality control and compliance records; and (c) make or support regulatory filings or responses relating to such Services. Client hereby assigns all Intellectual Property Rights in Feedback to RunSybil.

6. Client Materials and Data Protection

By providing the Services, RunSybil, its Affiliates, and agents shall come into possession of certain Client Materials and Client data. Without limiting the license granted to RunSybil in Section 5, any processing of such data occurs at Client’s direction and discretion. Client Materials may contain personally identifiable information of Client’s employees, contractors, vendors, customers, representatives, or agents, as if Client had transmitted the Client Materials to RunSybil itself. Client hereby represents and warrants that it has the authority to consent to RunSybil’s use of, and access to, the Client Materials and any Client data provided to RunSybil, including any informed consent required by data subjects within the Client Materials.

For the purposes of EU privacy laws, Client is the data controller and RunSybil shall, at all times in connection with its provision of the Services, be the data processor. Client hereby represents and warrants that it understands the implications of such consents and that it has the authority to provide such consent. Client warrants and undertakes that it has complied with, and shall at all times comply with, all applicable data protection laws and regulations in respect of any data (including personal data) that it provides to RunSybil and that it allows RunSybil to access or use in the provision of the Services.

RunSybil has implemented policies, procedures, and technical, physical, and administrative safeguards designed to ensure the security of Confidential Information in its possession or control and protect against any reasonably foreseeable threats or hazards to the security of such Confidential Information.

7. Client Acknowledgments; Consents and Authorizations

Without limiting the other disclaimers in these Terms, Client acknowledges and agrees that:

1. some Client Materials or other data may be changed temporarily as a result of the Services;
2. various activities under the Services may trigger alarms by intrusion detection systems;
3. excessive amounts of log messages may be generated by the Services, resulting in excessive log file disk space consumption or may lead to a response from relevant cybersecurity teams;
4. the performance and throughput of Client’s system(s), as well as the performance and throughput of associated routers and firewalls, may be temporarily degraded by the Services;
5. Client computer system(s) may hang or crash, resulting in temporary system unavailability as a result of the Services;
6. Client agrees to accept any and all risks associated with the Services;
7. Client accepts all responsibility for the consequences of a system failure caused directly or indirectly by the Services;
8. if Client requests a destructive testing option and an appropriate Vulnerability exists and is accessible from the Internet, then the system with the Vulnerability shall be disrupted by the testing and could require manual intervention by Client to recover the system;
9. in certain instances, systems owned or operated by a third party (“Third-Party Systems”) shall be the subject of or otherwise related to testing hereunder, and Client shall obtain and provide to RunSybil a signed letter from the owner of each Third-Party System authorizing RunSybil to provide Services that may involve or otherwise impact the Third-Party System and indicating the owner’s acceptance of the terms of such authorization letter; and
10. Client shall facilitate the communication and exchange of information between the Third-Party System owner and RunSybil as requested by RunSybil.

Client understands and agrees that if it does not inform employees, affiliates, contractors, subcontractors, and other entities with access to Client’s facilities that RunSybil shall be conducting the Services, such persons may spend time and money on behalf of Client in detecting, blocking, investigating, or responding to activities of RunSybil. Client agrees that RunSybil shall not be liable for any costs or claims incurred or brought as a result of Client’s non-disclosure to such entities, and Client further agrees to reimburse RunSybil for any damage to its equipment or such entities arising from Client’s non-disclosure. Client is solely responsible for communicating any risks, exposures, and Vulnerabilities identified on Third-Party Systems by RunSybil’s remote testing to the Third-Party System owner and for ensuring that the Third-Party System owner takes all actions required by RunSybil.

Without limiting any of its rights under the laws of any other jurisdiction, Client hereby agrees that the Services provided pursuant to these Terms shall be deemed authorized and properly consented to by all applicable parties under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq., and all other applicable international, U.S. federal, and state laws, rules, and regulations that relate to, regulate, or impact the subject matter herein, each as may be amended from time to time. Client hereby agrees that RunSybil shall be deemed the agent of Client for purposes of 18 U.S.C. § 2511(2)(a)(i), and Client represents that RunSybil is retained to provide the Services for the protection of Client’s rights and property. Client shall obtain any further consent required for the Services and shall have the duty to disclose and notify, as required, Client’s employees, contractors, vendors, customers, representatives, or agents about the Services.

CLIENT HEREBY AUTHORIZES RUNSYBIL (INCLUDING ITS EMPLOYEES, AGENTS, AND CONTRACTORS) TO CONDUCT VULNERABILITY TESTING (INCLUDING ONSITE AND REMOTE) ON CLIENT SYSTEMS AS PART OF THE SERVICES. CLIENT HEREBY GRANTS RUNSYBIL PERMISSION TO PERFORM THE ACTIVITIES SET FORTH IN THE APPLICABLE ORDERING DOCUMENT DURING THE TESTING AND AS PART OF THE SERVICES.

Certain laws prohibit any unauthorized attempt to penetrate computer systems. Client acknowledges that the Services constitute authorized access to Client Systems, networks, facilities, and physical work locations and spaces, and that it has obtained all necessary consents to allow RunSybil to provide such Services and perform such activities, including the use of credentials provided by Client. It is Client’s responsibility to identify and interpret any applicable laws and regulations, or otherwise applicable contractual agreements or relevant policies relating to the Services, to ensure that the performance of the Services is compliant.

8. Confidentiality

As between RunSybil and Client and as used herein, “Confidential Information” means non-public, proprietary, or trade secret information, in any format, that a party, its Affiliates, or agents (each, a “Disclosing Party”) provides to the other party, its Affiliates, or agents (each, a “Receiving Party”) and that the Disclosing Party designated as confidential or that would reasonably be understood to be confidential and that (a) relates to the Disclosing Party, its services, customers, business partners, products, developments, know-how, or personnel and (b) is received by the Receiving Party from the Disclosing Party during the Term. For clarity, any finding that a potential or actual Vulnerability has been identified on Client Systems shall be Client’s Confidential Information. During the Term and thereafter, the Receiving Party shall not use or disclose the Disclosing Party’s Confidential Information except as permitted herein. The Disclosing Party’s Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same procedures as it uses to protect its own Confidential Information, but no less than reasonable procedures.

The Receiving Party may disclose the Disclosing Party’s Confidential Information solely to its agents, employees, consultants, and contractors who have a need to know in connection with the Services and who have executed a similarly stringent confidentiality agreement. Confidential Information securely stored using third-party applications shall not constitute a disclosure of such Confidential Information by RunSybil. The Receiving Party also may disclose the Disclosing Party’s Confidential Information as required by applicable law, regulation, subpoena, or other order of a court of competent jurisdiction (collectively, a “Legal Requirement”) or to establish rights or obligations under these Terms in any proceeding; provided that (i) reasonable prior notice, unless legally prohibited, is provided to the Disclosing Party to permit it the opportunity to contest such disclosure, (ii) the Receiving Party cooperates with the Disclosing Party to comply with any applicable protective order, and (iii) the Receiving Party discloses only to the extent necessary to comply with the Legal Requirement or to establish such rights or obligations. These confidentiality obligations do not apply to Confidential Information that (A) was in the Receiving Party's possession before receipt from the Disclosing Party, (B) was received in good faith from a third party not subject to a confidentiality obligation to the Disclosing Party, (C) is or becomes publicly known through no breach of a confidentiality obligation by the Receiving Party, (D) was developed by the Receiving Party without access to the Confidential Information received from the Disclosing Party, or (E) is authorized in writing by the Disclosing Party to be released or is designated in writing by the Disclosing Party as no longer confidential.

The Receiving Party acknowledges that unauthorized use or disclosure of the Disclosing Party’s Confidential Information may result in irreparable injury to the Disclosing Party, for which monetary damages are inadequate. If the Receiving Party violates or threatens to violate the terms of this Section, the Disclosing Party may seek injunctive relief without posting bond, in addition to any other available remedies.

9. Representations and Warranties

Client represents and warrants that (a) it has the full right, power, and authority to enter into and perform hereunder and grant the rights granted herein; (b) it has, and shall comply with, all required authorizations, licenses, or permits in order to enter into and perform the obligations hereunder; (c) it is not bound by any obligation that would prevent it from performing the obligations hereunder; and (d) it shall comply with all applicable laws, rules, and regulations in its performance hereunder.

10. Suspension and Termination

RunSybil may, at its option, suspend or terminate the Services, if: (a) a receiver or administrator is appointed for Client or its property, or Client makes a general assignment for the benefit of its creditors, is involved in proceedings under any bankruptcy, insolvency, or debtor’s relief law that are not dismissed within 60 days, is liquidated or dissolved, or ceases doing business; (b) Client breaches these Terms; or (c) Reseller fails to remit payment to RunSybil for the Services.

Upon expiration or termination of the Services for any reason: (i) all Client rights to access or use the Services, and RunSybil’s obligations to provide the Services and any other RunSybil Technology, shall terminate, and RunSybil may, without liability to Client or any third party, immediately deactivate or delete Client’s username, password, and account, and all associated materials, without any obligation to provide any further access to such materials; and (ii) each Party shall, as directed by the other Party, return or destroy, and certify in writing to such requesting Party the destruction of, all copies of such requesting Party's Confidential Information. Notwithstanding anything to the contrary herein, RunSybil may retain Client’s Confidential Information solely to the extent legally required or as reasonably necessary to exercise its rights under the licenses granted hereunder. Confidential Information incidentally captured by system-backup media need not be returned or destroyed, provided that the backup media are maintained in confidence.

11. Disclaimer

RUNSYBIL DOES NOT WARRANT THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT ANY OR ALL VULNERABILITIES SHALL BE DETECTED. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, RUNSYBIL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability

EXCEPT WITH RESPECT TO CLIENT’S BREACH OF SECTION 2 (RESTRICTIONS), CLIENT’S OBLIGATIONS SET FORTH IN SECTION 7 (CLIENT ACKNOWLEDGMENTS; CONSENTS AND AUTHORIZATIONS), OR A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY) (“EXCLUDED CLAIMS”), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST BUSINESS, REVENUES, CLIENTS, CONTRACTS, PROFITS, OR GOODWILL, LOST OR DAMAGED CLIENT MATERIALS OR CLIENT DATA, BUSINESS INTERRUPTION, OR REPLACEMENT SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES PROVIDED BY RUNSYBIL IS LIMITED TO THE AMOUNT OF FEES OR CHARGES ACTUALLY RECEIVED BY RUNSYBIL FROM RESELLER IN CONNECTION WITH CLIENT’S ACCESS AND USE OF THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE (“GENERAL LIABILITY CAP”). [NOTWITHSTANDING THE FOREGOING, RUNSYBIL’S MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO ANY BREACH OF SECTION 9 (CONFIDENTIALITY) SHALL NOT EXCEED TWO TIMES THE GENERAL LIABILITY CAP.]

13. Indemnification

Client shall, at its cost, defend and indemnify RunSybil and its officers, directors, employees, agents and permitted successors and assigns (each a “RunSybil Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (“Claim”) brought against a RunSybil Indemnitee arising out of or based upon (a) use of Client Materials or performance of the Services as authorized by Client herein, (b) unauthorized use of or access to the Services due to Client’s breach of these Terms, (c) Client’s breach of its representations and warranties herein, or (d) Client’s negligence or willful misconduct.

RunSybil shall, at its cost, defend and indemnify Client and its officers, directors, employees, contractors, agents, and permitted successors and assigns (each, a “Client Indemnitee”) through final judgment or settlement, from and against any Claim brought against a Client Indemnitee arising out of or based upon alleged or actual infringement or misappropriation of the Intellectual Property Rights of a third party by RunSybil Technology as deployed in the Services. RunSybil shall have no obligation under this Section to the extent a Claim arises from (i) modifications to RunSybil Technology made by or at the direction of Client, (ii) Client’s combination of RunSybil Technology with materials not provided by RunSybil, (iii) Client’s use of the Services after RunSybil has notified Client of the alleged infringement and provided an alternative, or (iv) Client Materials.

The RunSybil Indemnitee or Client Indemnitee (as applicable) shall (A) promptly provide notice to the respective Party of any indemnifiable Claim; provided that any delay in providing notice shall not relieve the indemnifying Party of its obligations hereunder, except to the extent that the indemnifying Party is materially prejudiced by the delay; (B) permit the indemnifying Party to control the defense of such Claim; and (C) provide reasonable assistance. The indemnifying Party must not consent to entry of any judgment or settlement that imposes liability or obligations on an indemnitee or diminishes the indemnitee’s rights without obtaining the affected indemnitee’s express prior consent, such consent not to be unreasonably withheld or delayed.

14. Choice of Law, Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. These Terms shall be construed and enforced in accordance with the laws of the State of California, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms, the Services provided by RunSybil, or the performance by either Party of its obligations under these Terms (other than bona fide third-party actions or proceedings filed or instituted in an action or proceeding by a third party against a Party), whether before or after termination of the subscription term, shall be finally resolved by binding arbitration. Whenever a Party elects to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules. Any such arbitration shall be held in San Francisco, California. The arbitrator shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as the arbitrator determines. Judgment upon the award so rendered may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such dispute, claim, or controversy would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under these Terms or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrator hereunder or pending the arbitrator's determination of any dispute, controversy, or claim hereunder.

15. Miscellaneous

Except as expressly stated herein, no amendment to these Terms is valid unless in writing and signed by both Parties. With respect to the Services provided by RunSybil, if there is a conflict between these Terms and any Customer Agreement, the conflict shall be resolved in favor of these Terms. Descriptive headings are for convenience only and shall not affect the construction of these Terms. “Include,” “including,” or “e.g.” means “include, without limitation.” “Day” means calendar day unless otherwise indicated. Terms with well-known technical or industry meanings are construed as such. Each Party and its counsel have fully reviewed these Terms. Any rule of construction that ambiguities are resolved against the drafter shall not apply in interpreting these Terms.

All notices, requests, consents, and other communications hereunder shall be in writing, in English, and deemed conclusively made (a) if personally delivered, upon delivery, (b) if delivered by overnight courier or private mail service, upon receipt, (c) if delivered by certified mail return receipt requested, five days from mail deposit, or (d) if delivered by email, upon delivery confirmation. If to RunSybil: Legal Team, legalnotices@runsybil.com. If to Client, to the name and email Client provides to Reseller in the Customer Agreement or to the contact information provided by the account administrator at account set up. Either Party may change its contact information upon notice to the other Party. If the receiving Party refuses receipt or fails to notify the other Party of receipt of notice, notice shall be deemed conclusively made seven days after delivery was reasonably initiated.

RunSybil may include Client's name and logo in its customer lists and on its website to identify Client as a customer of RunSybil. Client may opt out of such use by providing written notice to RunSybil, and RunSybil shall remove Client's name and logo within 30 days of receiving such notice.

RunSybil shall not be liable by reason of any failure or delay in performing its obligations hereunder to the extent due to any act of God, war, military action, governmental restriction or action, civil disorder or unrest, terrorism, explosion, accident, fire, flood or other natural disaster, vandalism, sabotage, unavailability of equipment or software from vendors, labor condition, shortage, embargo, malicious code, online attacks, or other cause beyond RunSybil’s reasonable control (each, a “Force Majeure Event”). If RunSybil’s performance is affected by a Force Majeure Event, RunSybil’s shall promptly provide notice with relevant details to Client, and RunSybil’s obligations shall be suspended to the extent caused by such Force Majeure Event for as long as it continues; the time to perform the affected obligation shall be extended by the delay caused by the Force Majeure Event. If RunSybil is prevented by the Force Majeure Event from performing its obligations with regard to a Service for 30 days, it may in its sole discretion immediately terminate the affected Service upon notice to Client and RunSybil shall be under no further liability to perform the affected Services.

No failure or delay by a Party to exercise or enforce any right hereunder shall waive any such right. If any provision hereunder is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding shall not render the Terms unenforceable or contrary to law as a whole, and such provision shall be changed and interpreted to best accomplish the objectives of the provision subject to applicable law. Unless otherwise expressly stated, to the extent permitted by applicable law, the Parties’ rights and remedies provided for hereunder are cumulative and in addition to any other rights and remedies at law or in equity.

Client may not assign the Agreement without RunSybil’s express prior consent. The Agreement shall be binding upon and inure to the benefit of all permitted successors and assigns. Any assignment in contravention of this Section is null and void. Section 2 (Restrictions), the license granted by Client in Section 5 (Grant of Rights; Intellectual Property), Section 8 (Confidentiality), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Choice of Law; Arbitration), Section 15 (Miscellaneous), and Section 16 (Definitions) shall survive termination or expiration of the Agreement.

Client's execution of a Customer Agreement that references these Terms shall constitute Client's acceptance of and agreement to be bound by these Terms.

16. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions shall apply to these Terms:

“Affiliate” means an entity Controlled by, Controlling, or under common Control with a Party. An entity has “Control” of another entity when it owns more than 50% of the equity or voting interests or has primary operational or management responsibility.

“Authorized User” means any individual who is authorized by Client to access the RunSybil Platform under Client's Account.

“Change of Control” means one or more transactions whereby (a) Control of a Party is transferred, (b) all or substantially all of the Party's assets or securities are acquired, or (c) the Party is merged or consolidated with another entity; provided that such Party's equity owners immediately before the transaction(s) shall, immediately afterward, hold less than 50% voting power of the successor entity.

“Client Materials” means Client Systems, testing environments, and other digital assets, data, materials, and intellectual property provided by or on behalf of Client to RunSybil or its subcontractors, or otherwise received, viewed, or obtained by RunSybil in the course of performing the Services.

“Client Systems” means any software, technology, network, computer or technology system, or product or service of Client that Client or its representatives submits to RunSybil for Vulnerability testing pursuant to a Customer Agreement.

“Feedback” means suggestions, recommendations, enhancement requests, data, statistics or other information provided by or on behalf of Client or any other person regarding RunSybil Technology.

“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and service marks, trade dress, trade names, derivative works, goodwill related thereto, and all other intellectual property or proprietary rights (whether or not registered) and similar forms of protection worldwide, and all applications for and registrations in such rights.

“RunSybil Technology” means proprietary technology owned or licensed by RunSybil, including the software and models underlying the Services, tools, data, user interface and hardware designs, artificial intelligence models and algorithms, architectures, inventions, methods, processes, materials, and documentation, as well as any derivatives, improvements, enhancements, or extensions to any of the foregoing, together with all related Intellectual Property Rights.

“Vulnerability” means a weakness, susceptibility, or flaw in a Client System that could enable an attacker to access a network or system or otherwise reduce its security.