Last Updated 2/1/2021
The Cybersecurity Collaborative welcomes you into membership of your peers. This Agreement (“Agreement“) is made between CyberRisk Collaborative, LLC d/b/a CyberSecurity Collaborative (the “Company“) and the individual or entity at the address set forth on the signed quote (the “Member”) and is effective as of the date of signature on the date of signature on the quote (the “Effective Date”). Each of the Company and the Member is sometimes referred to herein as a “Party“, and collectively as the “Parties“.
This Agreement outlines certain terms and conditions of the Member’s participation in the activities of the Company. The Parties agree as follows:
- Member Duties and Expectations of Services.
- Company hereby grants to Member and Member’s Authorized Employees (defined below) a non-exclusive, non-transferrable and revocable license to use the Subscription Services set forth in Section 2 of this Agreement.
- Member acknowledges and agrees that the Company shall develop a profile of the Member to record its interests and engagement. In connection with Member’s onboarding interview activities and related use of the Subscription Services, Member’s data will be collected to provide the Company with trends, issues and topics of interest that will be used in the Subscription Services offerings (included but not limited to webinars, subject matter expert calls, event discussions, and other services). Additionally, Member may choose, at Member’s discretion, to provide best practice solutions for the benefit of all subscribed Members and to participate in other knowledge-sharing activities. Member shall take all steps necessary to ensure that its employees are conversant with the background of the Company and have sufficient knowledge of the Subscription Services (including features and benefits) to appropriately participate in the forum.
- Member shall (i) at all times represent the Company fairly in all communications and forums in comparison with other competitive offerings, (ii) not make false or misleading representations to any other Members, potential Members or other persons with regard to the Company, and (iii) not make any representations with respect to the Subscription Services that are not consistent with those described in literature distributed by the Company.
- Member acknowledges that participation in the Subscription Services may include Member’s participation in one or more leadership bodies, committees or advisory boards to be set forth in one or more addendums and attached to this Agreement as agreed upon by the Parties. Member agrees to perform the services set forth on the addendum(s) included in the purchase terms and conditions as set forth in the quote If no such addendum is attached, Member acknowledges that it has no responsibility or authority to serve in an additional capacity for the Company in connection with the Subscription Services. Nothing in this Section 1(d) shall be construed to grant agency authority in the Member to bind the Company.
- Member acknowledges and agrees that the license to use the Portal and the Subscription Services (both as defined in Section 2 below) is granted solely to the Member. Member shall grant access to the Subscription Services only to the Member’s chief information security officer or the individual serving as the cybersecurity leader of the organization (the “Member CISO“) and up to two (2) additional information security employees of Member, as designated by the Member CISO from time to time (the “Authorized Employees“). Notwithstanding the foregoing, the Member CISO may designate additional information security employees as Authorized Employees with the prior consent of the Company. Any unauthorized use of the Portal or the Subscription Services by Member’s employees who are not Authorized Employees, shall be cause for the revocation of the license granted herein and immediate termination of the Agreement at the Company’s sole option. The Member shall be liable for all actions of the Authorized Employees in connection with their access to the Portal and use of the Subscription Services.
- Company Duties and Expectation to Provide Subscription Services. The Company shall be responsible for providing the following services to the Member (collectively, the “Subscription Services“):
- Management of a Member Portal (the “Portal”) architectural structure as well as Portal access, maintenance, and security based on subscription level.
- Creation and distribution of cybersecurity content.
- Facilitation of member-to-member collaboration and educational events.
- Reasonable customer service support in connection with the use and access of the Portal and Subscription Services.
- The term of this Agreement shall commence as of the Effective Date and continue thereafter for a period of one (1) year, unless earlier terminated in accordance with the provisions of Section 4 below (the “Term“). At the expiration of the Term, the Term shall automatically renew for a period of one (1) year unless either Party gives thirty (30) days’ prior written notice to the other Party of its intent to terminate this Agreement following the conclusion of the initial Term.
- This Agreement may be terminated at any time, for any reason and without cause by either Party, provided, that such Party gives thirty (30) days’ advance written notice to the other Party of intent to terminate. Notwithstanding the foregoing, unauthorized use of the Portal or Subscription Services by Member’s employees is governed by Section 1(e) above.
- Relationship Between the Parties. Member shall not hold itself as an employee, agent or legal representative of the Company for any purpose.
- Member Information and Intellectual Property.
- Member acknowledges that the Company may receive contributed information and content from the Member as a result of Member’s use of the Subscription Services, including but not limited to: images, designs, graphics, logos, marks, audio or video files, data, material, and information posted, linked to, or otherwise made available to Company, (the “Member Information“). For the avoidance of doubt, the Company shall, at all times, be the sole owner and beneficiary of Company content including any materials contributed by the Members to the Company.
- Member grants to the Company, a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable right and license under the Intellectual Property Rights in the Member Information to reproduce, perform publicly, display, transmit, distribute, and create derivative works based on the Member Information and Intellectual Property Rights related thereto for use in operating and managing the Platform and Subscription Services. Notwithstanding the foregoing, the Company shall be permitted to freely assign the license granted under this Section 5(b) to a successor in a merger or change in control transaction. “Intellectual Property Rights” shall mean all right, title and interest in and to any patented, trademarked, copyrighted, trade secret (whether or not such trade secret material is capable of being patented, trademarked, or copyrighted), proprietary, technical or other information, data, or goodwill.
- Company agrees to hold and maintain the Member Information in confidence and shall use best efforts to restrict access to the Member Information to affiliates, employees, contractors, officers, directors and CISOs of the Company, and to other third parties as is reasonably required in the course of operating and managing the Company.
- Company Confidential Information. Member recognizes, acknowledges, and agrees that any information discussed pursuant to the services being offered hereunder, developed, and acquired by the Company whether put in practice or not, are considered confidential, and deemed proprietary in nature to the operation of the Company (hereinafter collectively referred to as the “Company Confidential Information“). Member understands and agrees that all such Company Confidential Information is to be preserved and protected, is not to be disclosed or made available, either in whole or in part, in any manner whatsoever, directly or indirectly, to any persons Member agrees to safeguard the Company Confidential Information from unauthorized disclosure and access by using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own confidential or similar information or material.
- Continuing Obligations. Member understands and agrees that its obligations under this Agreement (specifically including its obligations regarding Intellectual Property Rights and confidentiality referenced above) continue indefinitely and do not, under any circumstances or for any reason, cease upon termination of discussions, negotiations, license agreements, or any other forms of relations in which Member accessed proprietary information of the Company. Such Confidential Information shall remain the sole property of the Company and shall be left in its entirety in the undisputed possession and control of the Company. This Agreement does not confer to the Member any right, license, interest, or title in, to, or under the Company Confidential Information.
- Duty to Disclose. In the event that Member is requested or becomes legally compelled (by oral questions, interrogatories, request for Company Confidential Information, subpoena, civil investigative demand or similar process or otherwise) to disclose any of the Company Confidential Information or Confidential Information of another member, Member will provide the Company with prompt written notice.
- Non-Assignment. The rights, duties, and obligations of Member under this Agreement may not be assigned in any manner whatsoever without the prior written consent of the Company. The Company may freely assign, subcontract or otherwise transfer this Agreement at any time and shall have no obligation to obtain the written consent of Member in connection with such assignment. Upon the valid assignment of the rights and assumption of duties and obligations, this Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs, and personal representatives of the respective parties hereto.
- No Third-Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the Parties herein except as provided in this Agreement.
- No Waiver. The failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of that Party’s right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
- In the event any provision or term of this Agreement shall be held by a court of competent jurisdiction to be illegal or unenforceable, all of the other terms and provisions hereof shall remain in full force and effect unless the term or provision so held to be illegal or unenforceable is also held to be a material part of this Agreement such that the parties herein would not have entered into this agreement.
- All notices, demand or other communications to be given hereunder shall be (i) in writing, (ii) given either by personal delivery or by mail, and (iii) deemed to have been made when personally delivered or when sent by certified mail, addressed to the respective parties as follows:
If to the Company:
Cybersecurity Collaborative, LLC
C/O CyberRisk Alliance, LLC
400 Madison Ave, STE 6C
New York, NY 1017
Attention: Parham Eftekhari
If to Member:
At such Member’s address set forth on the signature page hereto.
- Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware.
- Force Majeure. Neither Party shall be liable to the other Party for any loss, injury, delay, damage or other casualties suffered or incurred by such other Party due to strikes, riots, storms, fires, acts of God, war or any other cause beyond the reasonable control of either Party, except for the payment of any money which may be due pursuant to the terms of this Agreement.
- Member Fees. Member agrees to pay an annual member fee (the “Fee”). The Fee shall be paid annually, unless otherwise specified herein, and shall be in the amount indicated on the signed quote which is due and payable in advance, net 15 days after the effective date (or annual effective date) of this Agreement. If payment is not received within the allocated terms, a late fee of 1.5% per month may be applied for every thirty (30) days that the invoice remains unpaid.
- Entire Agreement. This Agreement constitutes the entire Agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties regarding the subject matter of this Agreement. This Agreement may not be amended except by written agreement executed by the Parties.
- This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute but one and the same Agreement. Facsimile, photostatic, .PDF or other electronic copies of signatures to this Agreement shall be deemed to be originals and may be relied on to the same extent as the originals.