Master Services Agreement

This Master Services Agreement (“Agreement”), dated (the “Effective Date”), by and between your company (“Client”), and Choice CyberSecurity, Inc. (“Choice CyberSecurity”).

Services and Statements of Work

Performance of Services.  

Client or its affiliates (each, a “Customer”) may from time to time enter into statements of work (“Statements of Work”) with Choice CyberSecurity  in the form attached to this Agreement as Exhibit A.  Each Statement of Work shall, when executed by Customer and Choice CyberSecurity, form a part of this Agreement and be subject to the terms and conditions set forth herein.  Choice CyberSecurity agrees to use commercially reasonable efforts to perform or cause to be performed for Customer the services requested by Customer as set forth in the Statements of Work (“Services”) and to deliver to Customer the deliverables requested by Customer as set forth in the Statements of Work (“Deliverables”).  

Personnel.  

Choice CyberSecurity  shall assign employees and subcontractors with suitable qualifications to perform the Services.  Choice CyberSecurity  employees and subcontractors shall not be required to sign any waivers, releases or other documents to gain access to Customer’s Facilities and Equipment (each as defined below) in connection with the performance of the Services, and any such waivers, releases or other documents shall be invalid and shall have no effect. Choice CyberSecurity  may replace or change employees and subcontractors as required.

Customer’s Obligations.  

Customer acknowledges that Customer’s timely provision of (and Choice CyberSecurity’s access to) Customer Facilities, Equipment, assistance, cooperation, and complete and accurate information and data from Customer’s officers, agents and employees (“Cooperation”) is essential to the performance of the Services, and that Choice CyberSecurity shall not be liable for any deficiency in performing the Services if such deficiency results from Customer’s failure to provide full Cooperation as required hereunder.  If Choice CyberSecurity requires the use of any Customer premises or facilities (“Facilities”), the parties shall set forth, in the applicable Statement of Work, the location and the extent of the Facilities required.  To the extent that Customer is required to provide access to its computers, servers, systems, back-up drives or any other equipment (“Equipment”) under the applicable Statement of Work, Customer grants to Choice CyberSecurity, solely for the purpose of performing the Services, the right to access and use such Equipment to provide the Services.

Payments.  

Fees.  

Unless otherwise specified in the applicable Statement of Work, all Services shall be provided on a subscription or fee basis, and on a time and materials basis as may be applicable. Choice CyberSecurity’s standard hourly billing rates for services may be set forth in the applicable Statement of Work and are subject to change without prior notice to Customer.

Taxes.  

In addition to all charges specified in this Agreement and the Statements of Work, Customer shall pay or reimburse Choice CyberSecurity for all federal, state, local or other taxes, including, without limitation, sales, use, excise and property taxes, or amounts levied in lieu thereof, based on charges set forth in this Agreement or the Statement of Work; provided, however, Customer shall have no responsibility for taxes imposed on Choice CyberSecurity’s net income by any taxing authority.

Proprietary Rights.  

License of Deliverables.  

Subject to Customer’s performance of its obligations hereunder, Choice CyberSecurity shall grant to Customer a worldwide, non-exclusive, non-transferable license during the Term to use the Deliverables solely for Customer’s internal business purposes though its Permitted Recipients (as defined below). Customer shall only make such copies of the Deliverables as expressly permitted in the applicable Statement of Work.  Customer shall not, without the prior written consent of Choice CyberSecurity, rent, lease, sublicense, sell, transfer, make available, permit to use or otherwise grant rights in or to the Work Product (in whole or in part) to any third party in any form.  Subject to the other limitations in this Agreement, including specifically the confidentiality provisions contained herein, Customer may provide access to the Deliverables to any Permitted Recipient. For purposes hereof, “Permitted Recipient” shall mean any User (as defined in the Statement of Work, if applicable) or any person identified by name or title in the applicable Statement of Work as being permitted to access the Deliverables.

License of Customer Content.

Customer hereby grants to Choice CyberSecurity a non-exclusive, transferable, royalty-free, fully paid-up license to use and modify the Customer Content (as defined below), whether in original or derivative form, for the purposes of providing the Services and otherwise performing Choice CyberSecurity’s obligations hereunder. “Customer Content” means any information, data, content, files or other materials provided hereunder by or on behalf of Customer to Choice CyberSecurity.  Customer represents and warrants that it has the right to provide all Customer Content to Choice CyberSecurity and to grant the license set forth in this Section 4.3, and that Choice CyberSecurity’s receipt and use of the Customer Content in accordance with this Agreement will not violate or infringe any applicable law or third-party right.

Reservation of Rights.  

Except as otherwise expressly provided herein, nothing in this Agreement shall be deemed to grant, directly or by implication, estoppel or otherwise, any right or license with respect to any technology or other intellectual property rights, and each party retains all right, title and interest in and to their respective technologies and other intellectual property rights.

Representations and Warranties.  

Choice CyberSecurity Limited Warranty.

Limited Warranty.  Choice CyberSecurity hereby represents and warrants to Customer that the Services will be performed in a professional and workmanlike manner.   

DISCLAIMER.  Choice CyberSecurity HAS NOT MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, TO CUSTOMER OR ANY OTHER PERSON, ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 5.1(a)  ABOVE.  WITHOUT LIMITING THE FOREGOING, Choice CyberSecurity IS NOT ACTING AS A FIDUCIARY HEREUNDER, AND NO STATEMENT MADE BY OR ON BEHALF OF Choice CyberSecurity IS, OR SHOULD BE CONSTRUED AS, ADVICE, OPINION OR OTHER INFORMATION REGARDING THE ADVISABILITY, LEGALITY OR PRUDENCE OF THE SERVICES OR DELIVERABLES, AND/OR CUSTOMER’S ENGAGEMENT OF Choice CyberSecurity TO PROVIDE THE SERVICES AND DELIVERABLES.  THE SERVICES AND DELIVERABLES, AND/OR THEIR PROVISION, RECEIPT AND USE, MAY BE SUBJECT TO REGULATION AND OTHER LEGAL RESTRICTIONS BY VARIOUS FEDERAL, STATE, LOCAL AND FOREIGN GOVERNMENTS AND GOVERNMENTAL AGENCIES, INCLUDING AGENCIES RESPONSIBLE FOR MONITORING AND ENFORCING CONSUMER PROTECTION LAWS, PRIVACY LAWS, LAWS RELATED TO COMPUTERS AND THE INTERNET, AND MONEY LAUNDERING AND ANTI-BRIBERY LAWS.  IN CERTAIN JURISDICTIONS, SUCH REGULATORY AND OTHER LEGAL REQUIREMENTS MAY BE MORE STRINGENT THAN THOSE IN THE UNITED STATES.  NONCOMPLIANCE WITH APPLICABLE REGULATIONS OR OTHER REQUIREMENTS COULD SUBJECT CUSTOMER TO INVESTIGATIONS, SANCTIONS, ENFORCEMENT ACTIONS, FINES, DAMAGES, CIVIL AND CRIMINAL PENALTIES, OR INJUNCTIONS.  

EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5.1(a), (1) THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND (2) Choice CyberSecurity MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SERVICES OR ANY WORK PRODUCT HEREUNDER. Choice CyberSecurity HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, COMPLETENESS, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Choice CyberSecurity SHALL HAVE NO RESPONSIBILITY FOR DAMAGE TO FACILITIES OR EQUIPMENT FROM SUCH USE, EXCEPT IN THE EVENT OF Choice CyberSecurity’S OR ITS REPRESENTATIVES’ WILLFUL MISCONDUCT, AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS ARISING FROM OR RELATING TO SUCH DAMAGE.

Customer Representations, Warranties and Acknowledgements.

Customer represents and warrants that Customer has independently decided, and independently evaluated the merits of its decision, to engage Choice CyberSecurity to provide the Services and the Deliverables, and that Customer has only relied on the advice of its own business and/or legal counsel in making such decision.  Customer represents and warrants that Customer has requested the Services and Deliverables, and acknowledges that all Services will be performed, and all Deliverables will be prepared and delivered, pursuant to Customer’s request and direction.  Customer represents and warrants that the requested Services and Deliverables, including the provision, receipt and use of such Services and Deliverables, will comply with applicable law.  Customer acknowledges that it understands the terms of and risks associated with the provision, receipt and use of the Services and Deliverables, and the risks associated with the industry in which Choice CyberSecurity operates.  Customer represents and warrants that it has not relied on any statement by Choice CyberSecurity or its representatives in connection with the transactions contemplated by this Agreement or the provision of the Services or Deliverables hereunder (other than those set forth in Section 5.1(a) above), and Customer acknowledges that no such statement is or will be deemed to be a representation or warranty.

Confidentiality.  

Confidential Information.  

By virtue of this Agreement, each party may have access to Confidential Information (as defined below) of the other party.  For purposes of this Agreement, “Confidential Information” of a party means information, ideas, materials or other subject matter of such party, disclosed or otherwise provided by or on behalf of such party (the “Disclosing Party”) to the other party (the “Receiving Party”) orally, in writing or otherwise,  under circumstances reasonably indicating that it is confidential or proprietary.  Confidential Information includes, without limitation, the terms and conditions of this Agreement, all business plans, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines, and all personnel, customer, contracts and financial information or materials, each that is  disclosed or otherwise provided by the Disclosing Party to the Receiving Party.  Confidential Information does not include that which (a) is already in the Receiving Party’s possession at the time of disclosure hereunder to the Receiving Party, (b) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (c) is obtained by the Receiving Party from an unrelated third party without a duty of confidentiality, or (d) is independently developed by the Receiving Party.  Without limiting the generality of, and notwithstanding the exclusions described in, the foregoing, (i) Confidential Information of Choice CyberSecurity includes the Services and Work Product, including any portion thereof, modifications and derivatives thereof, and information or materials derived therefrom, whether or not marked as such, and (ii) Confidential Information of both parties includes the terms and pricing under this Agreement.

Exclusions.  

Notwithstanding the foregoing, this Agreement shall not prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation, provided that, in such event, the Receiving Party shall promptly notify the Disclosing Party to allow intervention (and shall cooperate with the Disclosing Party) to contest or minimize the scope of the disclosure (including application for a protective order).  Further, each party may disclose the terms and conditions of this Agreement: (a) as required by the applicable securities laws, including, without limitation, requirements to file a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities; (b) in confidence, to its legal counsel; (c) in confidence, to its accountants, banks, and financing sources and their advisors; and (d) in connection with the enforcement of this Agreement or any rights hereunder.  

General.

Conflict.  

In the event of a conflict between the terms of this Agreement and a Statement of Work, NDA dated , the terms of this Agreement shall control unless the Statement of Work specifically identifies the provision with which it conflicts and provides that such Statement of Work controls.

Counterparts.  

This Agreement and any Statement of Work may be executed in several counterparts, all of which when taken together shall constitute one agreement. Execution of a facsimile copy or email delivery of a “.pdf” format data file shall have the same force and effect as execution of an original, and a facsimile signature or “.pdf” signature shall be deemed an original and valid signature.

Relationship of Parties.  

This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties shall at all times be and remain independent contractors.  Except as expressly agreed by the parties in writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

Mutual Non-Solicitation.

During the term of this Agreement, the Parties shall not solicit or otherwise attempt to establish any business relationship with any Person that is a customer, client or MSP of the other Party or any of its subsidiaries if the solicitation or establishment of the business relationship is in connection with or on behalf of terms of this agreement.

Payment Terms & Structure 

The Standard Monthly Pricing for the Choice CyberSecurity InfoArmor Basic Dark Web Portal is $199, which includes all set-up fees, unlimited searches, 5 watch list domains and 2 user logins. The Dark Web Monthly Portal Fee of $199 will begin in your next The 20 billing cycle. The first month of portal membership will be prorated based on sign up date.

Agreement of Pricing, Terms & Conditions

1. Please read the Dark Web Terms and Conditions to make sure you understand all the details involved with us working together. It's really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
2. If you have any questions at all, please let us know. We're happy to clarify any points and there may be some items that we can sort out together. We're committed to finding the best way to work together.
3. Once you feel confident about everything and are ready to move forward, please complete the field below, confirm that your information is accurate, check the 'I Agree to Terms and Conditions' icon and click the "submit" button below.
4. Once we receive notification of your acceptance, we'll contact you shortly to sort out next steps and get your portal set up. Please allow 2-3 Business Days for customized portal set-up and login instructions.
5. You will receive your login credentials directly from InfoArmor via AppRiver encrypted email to the email address provided within 2-3 business days. Please be sure to check your spam folder just in case your credentials get delivered there instead of your inbox. If you do not receive your credentials within 2-3 business days or if there is anything that we can help with, please email our team directly at darkweb@choicecybersecurity.com.
6. If you'd like to speak to us by phone, don't hesitate to call 410.205.4980.