Terms and Conditions
This Agreement between Apex Technology Services (ATS) PHISH360 phishing service and Customer, governs the use of this service.
Use of this service/software acknowledges your acceptance of this Agreement.
If you agree to this agreement on behalf of a business, government, or other entity, you represent and warrant that you have the power and authority to bind such business, government, or other entity to this agreement, and your agreement to these terms will be treated as the agreement of such business, government, or other entity. “Customer” refers to the business, government, or other entity on whose behalf you have entered into this agreement.
If you are unwilling to agree to this agreement, or you do not have the right, power and authority to act on behalf of and bind the customer, do not do not access, or otherwise use the PHISH360 service.
- Customer is responsible for the use of this service in compliance with this Agreement as well as applicable laws and government regulations.
- Customer understands PHISH360 is a Freemium service meaning limited service may be offered free of charge but applicable portions of this agreement are still binding.
- Customer acknowledges and agrees that services offered by ATS PHISH360 are sold on an annual basis and are non-refundable.
- After the initial term, Agreement auto-renews for an additional equivalent term unless either party notifies the other of its intention to not renew this Agreement within 60 days of renewal date.
- Customer agrees ATS may cease providing PHISH360 service in its sole discretion as a result of any actual, alleged or suspected Customer technical, security issues or violations of applicable law. In such cases (2) is still in effect.
- If applicable, Customer agrees to pay all invoices on a net-30 basis with a 1% monthly interest rate thereafter.
- ATS agrees to keep all Customer information confidential (unless such information is required by government authority) and to dispose of it at the request of customer. ATS will use all reasonable and necessary safeguards to protect Customer data from cyberattacks and breaches.
- Customer agrees to not use this service in violation of regulations and laws such as GDPR and to hold ATS harmless if such a violation occurs.
- Any ATS-provided templates used by Customer must be expressly used on the PHISH360 platform and are considered ATS property.
- ATS has complete rights and ownership of anonymized aggregate data used on the platform and may use this data as it sees fit. An example could include utilizing the percentage of aggregate users who open a phishing email for marketing purposes.
- ATS may disclose Customer Data to third-party contractors and/or service providers to provide solutions and services in accordance with this Agreement. Such contractors will be are bound by confidentiality obligations similar to the provisions of this Agreement. ATS disclaims any responsibility with respect to Customer Data which Customer has generated for use with PHISH360 service, and Customer agrees to indemnify, hold harmless and, at ATS's option, to defend ATS, its subsidiaries, affiliates, officers, directors, employees, and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred as a result of any alleged or actual violations of any third-party rights arising out of the Customer Data.
- Parties agree to hold one another and their subsidiaries, affiliates, officers, directors, employees, and agents harmless from any claims or demands including reasonable attorney’s fees for any claims arising out of this agreement.
- Except for liability arising under a breach of any intellectual property right of either party, the indemnification obligations set forth in (12), or a party’s gross negligence or willful misconduct, in no event will a party be liable for any special, incidental, consequential, exemplary, punitive, multiplied portion of multiple damages of any kind, including but not limited to any lost profits and lost savings, however caused, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise, whether or not such party was advised of the possibility of such loss or damages.
- Except for gross negligence, willful misconduct or failure of Customer to pay ATS for services, either party’s total liability arising from this Agreement is not to exceed the prior 4 months of relevant prorated service or software billing.
- The limitations and exclusions contained herein will apply only to the maximum extent permissible under applicable law, and nothing herein purports to limit either party’s liability in a manner that would be unenforceable or void as against public policy in the applicable jurisdiction.
- This Agreement is governed by and construed in accordance with the laws of the State of Connecticut, USA.
- If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
- This agreement supersedes any and all verbal or written agreements.
- This agreement can be modified in writing by mutual consent.
- Nothing in this Agreement will benefit or create any right or cause of action in or on behalf of any person or entity other than Customer and ATS.
- This agreement does not constitute a partnership or joint-venture between the parties.
- The failure of a Party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.