Subscription Agreement

1. Overview

1. This Subscription Agreement (the “Agreement”) governs your access to and use of the Company’s Services, including the CyberIllumination™ platform. If you register for a free trial of Services or for free Services, the applicable provisions of this Agreement will also govern those Services.
2. BY ACCEPTING THIS AGREEMENT, AS EVIDENCED BY (i) SIGNING AND RETURNING A COPY OF THIS AGREEMENT, (ii) CLICKING A BOX INDICATING ACCEPTANCE, OR (iii) ACCESSING OR USING ONE OR MORE OF THE SERVICES MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), YOU AGREE TO THE TERMS OF THIS AGREEMENT.
3. Contact legal@cyberillumination.us if you have a question about this Agreement. For an overview of how this Agreement fits in with our other documents (e.g., our Terms of Use or our Privacy Policy), please see our Legal page.
4. YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY. FOR THE PURPOSES OF THIS AGREEMENT, THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CLIENT AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
5. THE COMPANY’S DIRECT COMPETITORS, AND THOSE WHO ARE ANTICIPATING COMPETING WITH THE COMPANY, ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES, EXCEPT WITH THE COMPANY’S PRIOR WRITTEN CONSENT. The Services may not be accessed for purposes of monitoring their availability, performance, functionality, or security, or for any other benchmarking or competitive purposes, without the Company’s express permission.
6. The Company reserves the right to modify the terms of this Agreement at any time. The then-current version of the Agreement will be published via the Company’s Legal page. The Company will notify Client when changes materially alter the performance of the Services or the terms under which the Services are delivered, and will update the Change Log below. It is Client’s responsibility to periodically review the then-current terms of the Agreement. This Agreement was last updated on the most recent date reflected in the Change Log (the “Update Date”). It is effective between Client and the Company as of the earliest date after the Update Date on which Client accepted this Agreement (the “Effective Date”). Any modification will have prospective effect only; pricing changes will only be effective upon renewal of the corresponding Subscription.

2. Definitions

1. Capitalized terms shall have the meanings defined on the Defined Terms page and as defined herein. In the event of a conflict, the terms defined in this Agreement shall control for this Agreement. “Third-Party Application” means any application, integration, or service not provided by the Company.

3. The Company’s Rights and Responsibilities

1. Provision of Purchased Services. The Company will:
   1. make the Services and Content available to Client pursuant to this Agreement and the applicable Order Forms and Documentation;
   2. provide applicable support for the Purchased Services to Client at no additional charge;
   3. use commercially reasonable efforts to make Purchased Services available 24 hours a day, 7 days a week, except for planned downtime (of which the Company shall give advance electronic notice) and any unavailability caused by circumstances beyond the Company’s reasonable control;
   4. use commercially reasonable efforts to host, maintain, and update the Services;
   5. ensure all Services are hosted in, and all related Client Data is stored in, systems which meet or exceed the requirements set forth for FedRAMP High; and
   6. provide the Services in accordance with laws and government regulations applicable to the Company’s provision of its Services to its Clients generally, subject to Client’s and Users’ use of the Services in accordance with this Agreement, the Documentation, and the applicable Order Form.
2. Protection and Availability of Client Data. The Company will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client Data, as described in the Documentation, including the Company’s Security page. The terms of the Company’s Privacy Policy are hereby incorporated by reference. Upon request by Client, made within 30 days after the termination of this Agreement or expiration of a Subscription, the Company will make Client Data available to Client for export or download as provided in the Documentation.
3. Data Ownership and Access Control. The Company shall treat all Client Data as though it belongs to the Data Owner. A subcontractor controls which organizations may view its data and for how long, and every view of shared data is written to an access log. The Company reserves the right to honor any request by a Data Owner to exclude or remove another party’s access to the Data Owner’s data, even where that party has paid a fee for the corresponding Service.
4. Support. Support mechanisms and commitments are defined on our Support page and in the Documentation.
5. The Company’s Personnel. The Company will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with the Company’s obligations under this Agreement.
6. Incident Response and Security Breach Notification.
   1. Notifications: The Company will use commercially reasonable efforts to notify Client within twenty-four (24) hours, and in all cases within not more than seventy-two (72) hours, or shorter period where required by law or regulation, of any confirmed Security Breach of a Service which impacts Client Data. To the extent possible, such notifications shall include specific information on what Client Data was accessed, and the Company shall notify Client within forty-eight (48) hours of the discovery that any additional Client Data has been accessed. The Company shall provide Client a summary report that describes the final results of any resulting investigation.
   2. Response: In the event of an Incident that impacts Client’s access to Client Data, the Company will use commercially reasonable efforts to restore access thereto as quickly as possible.
   3. Remedies: To the extent a Security Breach is directly caused by the Company’s breach of this Agreement, the Company will pay or reimburse, up to the amount covered by the Company’s insurance, all reasonable, documented costs and expenses of: (i) required disclosures and notifications; (ii) any applicable monitoring and reporting on impacted individuals’ credit records or the restoration of their credit or identity; and (iii) all other remedies required by applicable laws or regulations.
7. Beta Services. From time to time, the Company may make Beta Services available to Client. Any use of Beta Services is subject to the Beta Program Agreement or other terms posted with the Beta Services.
8. Free Services. Recording your own compliance status, and sharing that status with any prime contractor that requests it, is free, permanently and by design. In addition, every account may monitor up to three (3) subcontractors at no charge (the “Included Monitoring Allowance”); monitoring beyond that allowance requires Purchased Services. Use of Free Services is subject to this Agreement. Free Services are provided without charge and may be subject to usage limits described in the Documentation. The Company may terminate access to Free Services where a Client poses an active threat to the confidentiality, integrity, or availability of the Services; in such cases, except as required by law, the Company will provide Client a reasonable opportunity to retrieve its Client Data. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION BELOW, FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO FREE SERVICES UNLESS SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE THE COMPANY’S LIABILITY WITH RESPECT TO FREE SERVICES SHALL NOT EXCEED $10.00.

4. Use of Services and Content

1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation: (a) Purchased Services are purchased as Subscriptions for the term stated in the applicable Order Form; (b) Client may purchase additional Subscriptions at any time, prorated to terminate on the same day as Client’s primary Subscription; (c) Client shall be fully responsible for the performance of its personnel and their compliance with Client’s obligations under this Agreement; and (d) Client agrees that its purchases are not contingent on the delivery of any future functionality or features.
2. Affiliates. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
3. Pricing Metrics; Monitoring Packs. Purchased Services are priced by the number of subcontractors Client is entitled to monitor. Monitoring capacity is sold in packs, and Client may combine packs of any size to reach the capacity it requires. The per-subcontractor rate applicable to a pack is the rate published for that pack size on the Company’s pricing page at the time of purchase or renewal. Client’s total monitoring capacity is the Included Monitoring Allowance plus the aggregate capacity of the packs Client has purchased. The Company may decline to enable monitoring of subcontractors in excess of Client’s purchased capacity until additional capacity is purchased. If the Company learns that Client has misrepresented information relied upon when establishing a fee, the Company reserves the right to (a) bill Client for any price differences in accordance with the “Fees and Payment” section below plus a fifty percent (50%) penalty, and (b) suspend Client’s service.
4. Billing Period; Annual Prepayment. Unless otherwise stated in an Order Form, packs are billed monthly in advance. Client may instead elect to prepay twelve (12) months in advance, in which case the total is discounted by ten percent (10%). The discount applies to the prepaid term only and is recalculated at each renewal against the rates then in effect.
5. Client Responsibilities. Client will: (a) supply all equipment and connectivity necessary to access the Service; (b) be responsible for Users’ compliance with this Agreement; (c) be responsible for the accuracy, quality, and legality of Client Data and the means by which Client acquired it; (d) take all measures required by Data Protection Laws and good industry practice relating to data security; (e) use commercially reasonable efforts to prevent unauthorized access to or use of Services and notify the Company promptly of any such access or use; (f) ensure all Users’ multifactor authentication is properly configured and maintained; (g) use Services only in accordance with this Agreement, the Documentation, the Acceptable Use Policy, Order Forms, and applicable laws and regulations; and (h) comply with any terms of service associated with any Third-Party Applications Client uses with the Services.
6. Breach by Client. Any use of the Services in breach of the foregoing that in the Company’s judgment threatens the security, confidentiality, integrity, or availability of the Services may result in suspension of Client’s use of the Services; the Company will provide at least thirty (30) days’ notice and an opportunity to remedy prior to any such suspension, except that the Company may immediately terminate use by a Client or User deemed to pose an active threat to the Services for other Clients.

5. Usage Restrictions

1. Client will not: (a) misrepresent metrics used to determine Services pricing; (b) make any Service available to anyone other than Client or Users, or use any Service for the benefit of anyone other than Client or its Affiliates, unless expressly stated otherwise in an Order Form; (c) sell, resell, license, sublicense, distribute, rent, or lease any Service; (d) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (e) use a Service to store, process, or transmit classified information; (f) use a Service to store or transmit Malicious Code; (g) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (h) attempt to gain unauthorized access to any Service or its related systems or networks; (i) permit access to or use of any Service in a way that circumvents a contractual usage limit; (j) modify, copy, or create derivative works of a Service; (k) frame or mirror any part of any Service, other than for Client’s own internal business purposes; or (l) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to build a competitive product or service.

6. Content Usage

1. All content, including without limitation any sample policies, procedures, plans, or template documents, is intended solely for general informational purposes, is provided as-is, and does not constitute legal or business advice. The Company expressly disclaims any express or implied warranty regarding such content, including fitness for a particular purpose or that use of such content will render Client fully compliant with any law or regulation, including without limitation Executive Order 14415 and its implementing regulations, DFARS 252.204-7012, or 10 U.S.C. 4872. Client shall be fully and solely responsible for its own compliance obligations, and Client’s use of such content is at Client’s own risk.

7. Third-Party Applications

1. Any acquisition by Client of third-party products or services, and any exchange of data between Client and any third-party provider, is solely between Client and the applicable third party. The Company does not warrant or support Third-Party Applications unless expressly provided otherwise in an Order Form, and is not responsible for any disclosure, modification, or deletion of Client Data resulting from access by a Third-Party Application or its provider. The Company cannot guarantee the continued availability of Service features that interoperate with Third-Party Applications.

8. Fees and Payment

1. Fees. Client will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (a) fees are based on Services purchased and not actual usage; (b) fees are based on Client’s representations regarding certain metrics, which Client warrants are accurate and current; (c) payment obligations are non-cancelable and fees paid are non-refundable more than seventy-two (72) hours after such obligations arise, and the Company shall be entitled to deduct from all refunds the cost of any transaction-related fees; (d) quantities purchased cannot be decreased during the relevant Subscription term; and (e) access will not be granted to Paid Services until all associated fees have been paid.
2. Invoicing and Payment. Client will provide the Company with valid and updated credit card or ACH information (“Payment Information”), and authorizes the Company to charge such Payment Information for all Purchased Services listed in the Order Form for the initial Subscription term and any renewal Subscription term(s). Charges shall be made in advance, monthly or annually as elected by Client at purchase, or in accordance with any different billing frequency stated in the applicable Order Form. Payment processing is performed by the Company’s third-party payment processor; the Company does not receive or store Client’s full payment card number. If the Company expressly authorizes payment by another method, the Company will invoice Client in advance; the Company shall charge a two hundred fifty dollar ($250) manual invoicing fee for such services. Invoiced fees must be received no later than the date indicated on the invoice. Client is responsible for providing complete and accurate billing and contact information and notifying the Company of any changes.
3. Renewal Notices; Invoices and Receipts. The Company will send Client an electronic renewal notice in advance of each renewal charge, to the billing contact on file. The Company does not deliver invoices or receipts by email. Invoices, receipts, and payment history for all charges are available to Client at any time for download from the billing area of Client’s account, and remain available there for the retention period described in the Documentation. It is Client’s responsibility to retrieve any billing records it requires for its own records or reimbursement processes.
4. Pre-printed Purchase Order Information. In no event shall any preprinted terms found on Client’s purchase orders, invoices, or other forms be considered an amendment or modification of this Agreement; such terms, to the extent in conflict with this Agreement, shall be considered null, void, and of no effect.
5. Overdue Charges; Suspension. If any invoiced amount is not received by the due date: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) the Company may condition future renewals on shorter payment terms; and/or (c) the Company may suspend Client’s access to the Services. If any charge is overdue, the Company may accelerate Client’s unpaid fee obligations and suspend Services until amounts are paid in full, provided that (other than for declined credit card or direct debit payments) the Company will give Client at least 10 days’ prior notice before suspending Services. The Company will not exercise these rights if Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
6. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments. Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes assessable against the Company based on its income, property, and employees.

9. Proprietary Rights and Licenses

1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, the Company, its Affiliates, and its licensors reserve all of their right, title, and interest in and to the Services and Content, including all related intellectual property rights. Services are only accessible via Subscription and are not subject to the “first sale” or any similar doctrine.
2. License by Client to the Company. Client grants the Company, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Client Data as appropriate for the Company to provide and ensure proper operation of the Services in accordance with this Agreement. Client also grants the Company the right to use and include Client’s deidentified information for aggregation purposes in reports to third parties. Subject to the limited licenses granted herein, the Company acquires no right, title, or interest in or to any Client Data.
3. License by Client to Use Feedback. Client grants the Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any feedback provided by Client or Users relating to the operation of the Company’s services.
4. License by Client to Use Name and Logo. Client grants the Company a worldwide, royalty-free license to use Client’s name and logo in sales and marketing literature, provided such use does not imply endorsement of the Services. Client may request that the Company cease a particular use, and the Company shall make commercially reasonable efforts to accommodate such requests.
5. Federal Government End Use Provisions. The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211–12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for Department of War end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

10. Confidentiality

1. Definition. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of the Company includes the Services and Content, and the terms of this Agreement and all Order Forms (including pricing). Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure without breach; (c) is received from a third party without knowledge of any breach; or (d) was independently developed by the Receiving Party.
2. Protection. Each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) limit access to those employees and contractors who need that access and who owe a duty of confidentiality or have signed confidentiality agreements with protections not materially less protective than those herein.
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

11. Representations, Warranties, Exclusive Remedies, and Disclaimers

1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
2. The Company’s Warranties. The Company warrants that during an applicable Subscription term: (a) this Agreement, the Order Forms, and the Documentation will accurately describe the applicable safeguards for protection of Client Data; (b) the Company owns or licenses all rights necessary to deliver the Services; (c) the Company will not intentionally materially decrease the overall security of the Services; (d) the Services will perform materially in accordance with the applicable Documentation; (e) Client’s use of the Services consistent with the Documentation will not cause Client to violate any laws of the United States; (f) to the extent not caused by Client or Client’s Data, the Company’s administration of the Services will not violate any applicable laws; and (g) the Services will not knowingly contain or transmit any malicious software code.
3. Section 889. The Company has made a reasonable inquiry consistent with Section 889 of the 2019 National Defense Authorization Act and represents that it will not provide any Covered Telecommunications Equipment or Services to Client in the performance of this Agreement, and that the equipment, systems, and services it provides do not contain or use Covered Telecommunications Equipment or Services. In the event the Company identifies any such equipment or services during performance, it shall report the information required by FAR 52.204-25(d)(2) to Client within the time frames established therein.
4. Client Remedies. For any breach of a warranty above, Client’s exclusive remedies are those described in the “Term and Termination” section below.
5. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT, AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

12. Indemnification

1. By Client. Client will indemnify, defend, and hold harmless the Company, its Affiliates, and their successors, officers, directors, employees, and representatives from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claims: (a) alleging that a Third-Party Application, configuration, or content provided by Client, in combination with the Services, infringes or misappropriates such third party’s intellectual property rights; or (b) arising from Client’s use of the Services in an unlawful manner or in violation of this Agreement; except where such claim arises directly from the Company’s gross negligence or willful misconduct.
2. By the Company. The Company will defend, indemnify, and hold harmless Client and its successors, officers, directors, employees, and representatives from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claims asserting that the Services, or the use thereof as permitted under this Agreement, infringes or misappropriates any third party’s Intellectual Property Rights, or arising from the Company’s violation of applicable law. The Company will have no such obligation to the extent a claim arises from (a) use of the Services in combination with equipment, materials, products, or software not authorized by the Company where the Service alone would not be infringing, or (b) compliance with designs, plans, or instructions provided by Client.
3. License, Replacement or Refund. If a Service becomes the subject of an infringement claim, the Company will, at its expense and sole discretion, make reasonable efforts to (i) obtain a license from such third party for the benefit of Client, or (ii) replace or modify the Service so it is no longer the subject of the claim, so long as the replacement performs substantially the same functions.
4. Procedure. The indemnified party will give the indemnifying party prompt written notice of all claims for which indemnity is sought and reasonable assistance in the defense. The indemnifying party will control the defense or settlement at its sole cost and will keep the indemnified party apprised of status. Any settlement requiring action or admission by the indemnified party requires the indemnified party’s prior written consent. Failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced.
5. Exclusive Remedy. This section states both parties’ sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claims.

13. Limitation of Liability

1. EXCEPT FOR MATTERS ARISING FROM EACH PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL NOT LIMIT CLIENT’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. NOTWITHSTANDING THE FOREGOING, THE COMPANY WILL PROVIDE ADDITIONAL RELIEF TO CLIENT, UP TO LIMITS AVAILABLE THROUGH OUR INSURANCE, WHERE POSSIBLE, IF A SERVICE IS BREACHED AS A DIRECT RESULT OF THE COMPANY’S ACTION OR INACTION.
2. EXCEPT FOR MATTERS ARISING FROM THE COMPANY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

14. Term and Termination

1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Services hereunder have expired or have been terminated.
2. Term of Services. The term of each Service (the “Subscription Term”) shall be as specified in the applicable Order Form. Client shall be prohibited from accessing a Service once the Subscription Term has expired.
3. Automatic Renewal. ALL SUBSCRIPTIONS RENEW AUTOMATICALLY. Except as otherwise specified in an Order Form, each Subscription will automatically renew at the end of its then-current term for a further term of the same length (monthly Subscriptions monthly, annual prepaid Subscriptions annually), and the Company will charge Client’s Payment Information accordingly, unless Client cancels before the end of the then-current term. Client may cancel at any time from the billing area of Client’s account or by written notice (email acceptable); cancellation takes effect at the end of the then-current term, and Client retains access for the remainder of that term. Renewals are at the Company’s applicable list price in effect at the time of renewal, including any change in published pack rates. Any renewal in which the metrics used to calculate a fee have materially decreased will result in re-pricing at renewal.
4. Termination for Cause. A party may terminate this Agreement for cause: (a) upon 30 days’ written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
5. No Refunds upon Termination. Client’s Subscription is for a fixed length of time at a specific price, and that fee shall not be refundable by the Company. Notwithstanding the foregoing, if the Company has breached this Agreement or terminated it without cause, Client shall be entitled to a pro-rata refund of the Subscription fees paid for the then-current term(s). In no event will termination relieve Client of its obligation to pay any fees payable to the Company.
6. Access to Client Data. Client’s access to a Service and all Client Data stored therein shall cease upon the later of the termination date of this Agreement or the expiration of the Subscription Term for that Service. After any data retention period defined in the Data Retention Policy, the Company will have no obligation to maintain or provide any Client Data and will thereafter be entitled to delete or destroy all copies of Client Data in its systems, unless legally prohibited.
7. Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Content Usage,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Term and Termination,” and “General Provisions” will survive any termination or expiration of this Agreement, and the “Protection and Availability of Client Data” section will survive for so long as the Company retains possession of Client Data.

15. General Provisions

1. Export Compliance. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not on any U.S. government denied-party list. Client will not permit any User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
2. Anti-Corruption. Each party represents and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.
3. Compliance with Laws. The parties will perform their respective obligations in a manner that complies with applicable federal, state, and local laws, regulations, ordinances, and codes.
4. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the Company and Client regarding Client’s use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations concerning its subject matter. In the event of any conflict, the order of precedence shall be: (a) the applicable Order Form, (b) this Agreement, and (c) the Documentation.
5. Relationship of the Parties. The parties are independent contractors. There are no third-party beneficiaries under this Agreement.
6. Waiver; Severability; Counterparts. No failure or delay by either party in exercising any right will constitute a waiver of that right. If any provision is held contrary to law, it will be deemed null and void and the remaining provisions will remain in effect. This Agreement may be accepted in counterparts.
7. Force Majeure. Neither party will be liable for failing to perform to the extent a Force Majeure Event caused the failure, provided the affected party did not contribute to the event, promptly notifies the other party, and performs as soon as the event stops. This section will not apply to any payment obligations.
8. Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety without consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. If Client is acquired by a direct competitor of the Company, the Company may terminate this Agreement upon written notice.
9. Contracting Entity, Governing Law, and Venue. The contracting entity is Continuous Compliance, LLC, 915 South Ann Street, Baltimore, MD 21231. Governing law: Maryland, United States. Venue and jurisdiction: state and federal courts in Baltimore City, Maryland. THE PARTIES AGREE TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS.
10. Notices. Legal notices to the Company must be in writing, clearly identified as legal notices, signed by an authorized representative of Client, and sent to legal@cyberillumination.us or ATTN: Legal Department, Continuous Compliance, LLC, 915 South Ann Street, Baltimore, MD 21231 USA. Business notices may be sent to info@cyberillumination.us or submitted via a Service. Client agrees to receive business and legal notices via the Services, certified postal mail/courier, and/or email at the addresses provided during enrollment, and to keep such information current. Legal notices will be deemed received seven (7) business days after being sent via courier or certified postal service.
11. Escalation. Before initiating litigation over any dispute arising out of or related to this Agreement, the aggrieved party will notify the other party in writing of the nature of the dispute with reasonable specificity, representatives will meet within thirty (30) business days to seek agreement on corrective action, and senior managers with authority to resolve the dispute will meet within a further fourteen (14) business days if needed. Either party may institute formal proceedings at any time to: (i) avoid the expiration of any applicable limitations period, (ii) obtain equitable relief, (iii) preserve a superior position with respect to other creditors, (iv) resolve rights with respect to intellectual property or Confidential Information, or (v) obtain injunctive relief.
12. Insurance. The Company shall maintain insurance coverage with at least the terms and minimum limits set forth on the Company’s Insurance page.
13. Security Assurance. The Company shall furnish, within thirty (30) days of Client’s request (made not more often than once every twelve (12) months): (a) a then-current certification or attestation, issued by a third party within the previous three (3) years, of the Company’s compliance with a well-established industry cybersecurity framework (e.g., FedRAMP, NIST SP 800-171, ISO 27001, CMMC); and (b) evidence of the most recent annual vulnerability and penetration assessment of the Services conducted by an independent external party. The Company may also be required to complete Client’s cybersecurity questionnaire or advise Client of material changes to prior responses.

Version

Version 26.08b

Change Log:
26.08b – 09-AUG-2026 – Commercial terms aligned to published pricing. Section 3.8 renamed “Free Services” and extended to cover free status recording, free sharing with primes, and the three-subcontractor Included Monitoring Allowance. Section 4.3 replaced with pack-based pricing metrics and a new Section 4.4 covering monthly billing and the ten percent annual prepayment discount. Section 8.2 updated for third-party payment processing; new Section 8.3 covering renewal notices and self-service invoices and receipts. Section 14.3 replaced with an express automatic-renewal and cancellation provision.
26.08a – 04-AUG-2026 – Initial version. Third-party marketplace and enterprise-tier provisions consolidated; FedRAMP High hosting commitment in Section 3.1.5; free-for-subcontractors economics in Section 3.8.