CYBRI'S TERMS OF USE

Welcome to Cybri.com. Please read these Terms of Use (these “Terms” or this “Agreement”) carefully before using the services offered by Cybri, Co. ("Cybri", "us", "we"). These Terms of Use set forth the terms and conditions of our relationship and for your use of the Cybri.com website (the "Site") and the services, features, content, applications, or mobile device applications offered by Cybri (collectively, the "Services") to you (“you”, “your”, “user”).

You understand that by accessing or using the Site or Services, you are agreeing to comply with and be bound by the terms and conditions contained herein ("Terms of Use" or "Agreement", which also incorporates Cybri’s Privacy Policy). You acknowledge and agree that, by accessing or using the site, or services or by downloading or posting any content from or on the Site and/or through the Services, you are indicating that you have read, and that you understand and agree to be bound by these terms, whether or not you have registered with the Site and/or Services. If you do not agree to these terms, then you have no right to access or use the Site and/or Services. If you accept or agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity, and its successors and assignors.

The Cybri Services

1. You understand that Cybri provides and facilitates a neutral technology and software platform for users to offer, obtain and provide certain services in connection with implementing and maintaining enterprise level cyber security best practices, personnel, and hardware, including but not limited to (collectively, the “Cyber Security Services”).

2. Those users who request Engagement Contracts and/or Cyber Security Services are referred to as a “Client” and those who service any Engagement Contracts Engagement and/or provide any Cyber Security Services are referred to as a “Provider” in this Agreement.

3. Client acknowledges and agrees that Cybri will recommend Provider to perform certain services in connection with implementing and maintaining enterprise level cyber security best practices, personnel, and hardware, including but not limited to the Cyber Security Services.

4. In most cases, the Client will directly engage the recommended Provider directly through a separate written contract (the “Engagement Contract”). Client understands and agrees that, as a result, even though Cybri may help facilitate and Engagement Contract and/or Cyber Security Services transactions between Clients and Providers, Cybri is not involved in is not a party to such Engagement Contract and/or Cyber Security Services transactions.

5. Prior to entering into an Engagement Contract, Client shall bear sole responsibility for determining whether that Provider possesses the skills, background, education, credentials, and/or work history to satisfy the requirements described in the Engagement Contract.

6. Client has the right not to engage Provider to provide Cyber Security Services, for any reason or no reason at all, including if the Provider does not meet the Client’s standards for engaging an independent contractor or the Cyber Security Services.

7. Client understands that Cybri does not make any representations or warranties as to the skills, education, authorizations, experience, background, licensure, or certifications, of Provider.

8. Any information regarding Provider provided by Cybri is intended to be for illustration purposes only and is not intended to be nor is a guaranty or warranty on the part of Cybri.

9. Accordingly, Client hereby recognizes that Cybri is not responsible for, and shall have no liability for Client’s use of or reliance on Provider based on information posted or provided by Cybri.

10. Client acknowledges and agrees that Client and Provider are solely responsible for Cyber Security Services and for all work performed. By using the Site and/or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties, including but not limited to Clients and Providers, will be limited to a claim against the particular users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Cybri with respect to such actions or omissions.

11. Client understands and agrees that Cybri does not and cannot exert any control over the accuracy, efficiency, effectiveness, or other aspects of the Engagement Engagement Contracts and/or Cyber Security Services advertised or provided by a Provider, nor the authority of either the Providers or the Clients to enter into any transactions and that accordingly, Cybri cannot provide any assurance or guarantee that any Engagement Contracts engagement and/or Cyber Security Services will be performed effectively.

12. Client understands that it shall use its best efforts to provide Cybri and Provider with reasonable information, cooperation and assistance in completing the Cyber Security Services in accordance with agreed upon Engagement Contracts (and any underlying statement of work).

13. Client is responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.

Cybri Fees

1. At Cybri’s discretion, Clients will pay the Service Fee electronically via debit/credit card, bank wire, ACH transfer, or other means approved by Cybri.

2. Client hereby authorizes Cybri to charge Client’s designated debit/credit card, as the case may be, or debit Client’s bank account via ACH for such fees after receiving an invoice from Cybri for Accounting and Financial Services provided by Provider.

3. If payments are made via ACH transfer, Client agrees to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Client’s authorization contained hereunder will remain in full force and effect until Client notifies Cybri that Client desires to revoke such authorization by removing its debit/credit card or bank account information by contacting Cybri directly. Client must notify Cybri of any change in the Client-designated debit/credit card or bank account information at least five (5) business days before any such change. If Cybri does not receive notice at least five (5) days before any such change, Cybri may attempt, in its sole discretion, to implement such change prior to any ACH debit/credit transfer performed pursuant to Client’s authorization herein provided; however, Cybri assumes no responsibility for Cybri’s failure to do so. Client is solely responsible for promptly reconciling its account and transaction history with the transaction records for Client’s debit/credit card and bank account. Client must notify Cybri of any errors or discrepancies in its account within thirty (30) days of when the error occurred. If Client does not notify Cybri of an error within thirty (30) days, Client will forfeit the right to contest the error. Subject to the foregoing notice requirement, if and to the extent an error is caused by Cybri, Cybri will use its best efforts to correct the error. If Client fails to pay the Service Fee or any other amounts due under this Agreement, Terms of Service, or otherwise, whether by canceling Client’s debit/credit card, initiating an improper chargeback, or any other means, Cybri may pursue any available remedy permitted by applicable law, including, at Cybri’s discretion, may set off amounts due against other amounts received from or held by Cybri or Cybri for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

4. Client understands and agrees that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Cybri cannot and does not offer tax-related advice to any users of the Site and/or Services.

The Agreement between Cybri and You

1. This Agreement constitutes the entire and only agreement between us and you, unless the parties enter into separate written agreements regarding any Engagement Contracts engagement and/or Cyber Security Services.

2. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Services, the content, products or services provided by or through the Site and the Services, and the subject matter of this Agreement.

You are responsible for reviewing changes to this Agreement

1. This Agreement applies to all users of the Site and the Services, including but not limited to Clients and Providers.

2. Cybri may make changes to this Agreement from time to time without specifically notifying you.

3. Cybri will post the latest Agreement on the Site and may post it on Cybri's mobile device applications, but it is up to you to review it before using the Site or Services.

4. If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement.

5. In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by Cybri from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Your Use of the Site and Services

Your registration and account security

When you use the Site or the Services you may provide Cybri certain registration and account information, which Cybri will rely on to provide you its products and services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:

1. You will register your account for your own use and not for the use of another person, alter ego, or other identity.

2. You will create only one account for yourself.

3. You will not assign or transfer your account to anyone without first getting Cybri's written consent.

4. You will not provide false or misleading information when you register an account.

5. If Cybri terminates or disables your account, you may not create another account without first getting Cybri's written consent.

6. You will keep your contact and other information requested by Cybri (such as phone number, address, etc.) accurate and up-to-date.

7. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account.

8. If you select a username for your account, Cybri reserves the right to remove or reclaim it for any reason, including that it is inappropriate in Cybri’s sole determination.

9. We will create your Cybri Account and your Cybri Account profile page for your use of the Site or the Services.

Your personal information

1. You understand and acknowledge that your use of the Site and Services is governed by the Privacy Policy, which is incorporated into this Agreement by this reference.

2. Cybri will only use personal information in accordance with Cybri’s Privacy Policy.

3. You grant a worldwide, perpetual, royalty-free, irrevocable, and transferable license to Cybri to display, reproduce, transmit, use, and/or store this information to the extent necessary to support the operation of the Site and Services.

Cybri may edit or modify anything on the Site or Services

1. Cybri is committed to delivering a positive user experience and you understand that Cybri reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or through the Site and the Services in its sole discretion, without notice.

2. If Cybri provides updated versions of the Site and/or the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.

3. If you do not accept updated versions of the Site and Services, Cybri shall not bear any responsibility or liability for your decision.

You must be 18 or older to use the Cybri Site or Services

1. You understand that you may not use the Site or the Services where such use is prohibited.

2. You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older and can legally form a binding agreement.

3. Any use of or access to the Site or the Services by anyone under 18 is unauthorized.

4. You represent and warrant that you are 18 or older, and that you agree to abide by all of the terms and conditions of this Agreement.

5. Cybri does not knowingly collect information from individuals who are less than thirteen (13) years of age.

It is your responsibility to make sure this Agreement and your use of the Site and Services complies with all laws applicable to you

1. You understand that Cybri may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.

2. You are solely responsible for ensuring that this Agreement complies with all laws, rules and regulations applicable to you.

3. You understand that your right to access the Site or Services will be revoked where this Agreement or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.

Cybri may terminate your use of the Site and/or Services without reason or notice to you

While Cybri respects its users, you agree that Cybri may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.

Who Owns What and How You Can Use It

1. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of Cybri or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.

2. You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by this Agreement.

3. You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.

You may not use trademarks appearing on the Site or Services in an infringing manner

1. You agree that CYBRI, CYBRI.COM, and other Cybri graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Cybri or its affiliates (“Trademark Content”).

2. Cybri trademarks and trade dress may not be used in connection with any product or service that is not Cybri’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Cybri.

3. All other trademarks not owned by Cybri or its affiliates that may appear on the Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cybri or its affiliates.

You may use the Cybri Site and Services for limited purposes

1. Cybri grants you a limited license to access and make personal use of the Site and the Services.

2. Cybri does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.

3. You understand that the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose, other than as required for the limited commercial use granted herein.

4. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Cybri and our affiliates without express written consent.

5. You may not use any meta tags or any other "hidden text" utilizing Cybri’s name or trademarks without the ex’s press written consent of Cybri. Any unauthorized use terminates the permission or license granted by Cybri hereunder.

6. You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.

7. You may not use any Cybri logo or other proprietary graphic or trademark as part of the link without express written permission.

What Laws and Rules You Are Responsible for Following

You promise to comply with this Agreement and any laws or regulations applicable to you

1. You promise not to use the Site or the Services for any purpose that is prohibited by this Agreement.

2. You are responsible for all of your activity in connection with the Site and the Services.

3. You shall abide by all applicable local, state, national and international laws and regulations including, without limitation, zoning restrictions and tax regulations, and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to you.

You agree to comply with Cybri’s conduct policies when using the Site or Services

We do our best to keep the Site and the Services safe and operational, but Cybri cannot guarantee it. Cybri needs your help to do that, which includes the following commitments:

  • You will not violate any local, state, provincial, national, or other law or regulation, or any order of a court;
  • You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, or in any way exploit the Site or Services except as expressly authorized by Cybri;
  • You will not take any action that imposes or may impose (as determined by Cybri in its sole discretion) an unreasonable or disproportionately large load on Cybri’s (or its third party providers') infrastructure;
  • You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Services, except to the limited extent applicable laws specifically prohibit such restriction;
  • You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
  • You will not bypass any measures Cybri may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
  • You will not run any form of auto-responder or "spam" on the Site and Services;
  • You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
  • You will not harvest or scrape any content or materials from the Site and Services;
  • You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
  • You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, credit card number, social security number, or other government-issued identification information) for commercial or unlawful purposes;
  • You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
  • You will not otherwise take any action in violation of Cybri’s guidelines and policies.
  • You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity.

THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT WILL CYBRI OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND SUBSIDIARIES HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION, THE SERVICES, OR THE SITE. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. THE QUALITY OF ANY ENGAGEMENT CONTRACTS AND/OR CYBER SECURITY SERVICES REQUESTED OR ORDERED THROUGH THE SITE AND/OR SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER OR THE AGENT(S) OF PROVIDER WHO ULTIMATELY PROVIDES CYBER SECURITY SERVICES TO CLIENT. YOU UNDERSTAND THAT CYBRI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW ANY ENGAGEMENT CONTRACTS, PROVIDER, CLIENT AND/OR CYBER SECURITY SERVICES. CYBRI SHALL NOT BE LIABLE FOR ANY TRANSACTIONS BETWEEN CLIENTS AND/OR PROVIDERS, INCLUDING ANY ENGAGEMENT CONTRACTS, AND YOU AGREE THAT ANY SUCH TRANSACTION IS EXPRESSLY BETWEEN THE CLIENT AND THE PROVIDER; YOU THEREFORE RELEASE CYBRI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND SUBSIDIARIES, FROM ANY AND ALL CLAIMS, DEMANDS, AND DISPUTES. NOTWITHSTANDING CYBRI’S POTENTIAL APPOINTMENT AS THE LIMITED AGENT OF THE PROVIDERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF THE PROVIDERS, OR FOR THE PURPOSE OF HELPING PACKAGE, STRUCTURE, DEVELOP ENGAGEMENT CONTRACTS, CYBRI EXPLICITLY DISCLAIMS ALL LIABILITY, OF ANY KIND OR NATURE, FOR ANY ACT OR OMISSION OF ANY CLIENT, PROVIDER, OR OTHER THIRD PARTY. CYBRI’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICES AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU SHALL EXCEED 0100. YOU AGREE THAT DISPUTES BETWEEN YOU AND CYBRI WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

You agree to indemnify Cybris

You agree to indemnify, defend, and hold harmless Cybri, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, members, managers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (1) your use of the Site and Services, including but not limited to your requesting, ordering, or performing Engagement Contracts and/or Cyber Security Services, (2) any Supported Platforms, User Content, Third Party Content, Third Party Sites, and any other content, (3) your violation of this Agreement, or of any law or the rights of any third party, (4) your breach of this Agreement and/or any breach of your representations and warranties set forth herein, and (5) your failure to comply with any and all applicable laws, rules, and regulations in the procurement, performance, and provision of Engagement Contracts and/or Cyber Security Services via the Site and/or Services.

You agree that New York law applies to this Agreement

Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Services, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, in New York County, for the resolution of any such dispute.

Your general representation and warranty

You represent and warrant that:

  • You will use the Site and Services in accordance with the Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside)
  • You will use the Site and the Services so as not to infringe or misappropriate the intellectual property rights of any third party.

Other Terms

1. You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.

2. You agree any arbitration shall take place in New York in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.

3. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.

4. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

5. Cybri may assign its rights under this Agreement without condition.

6. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.