Terms of Service

Client is granted access to the Strategic Intelligence Services provided by Nagravision SA – Kudelski Security (“Kudelski Security”) as described below subject to these Strategic Intelligence Services – Terms of Service (“Terms of Service”).

Acceptance of these Terms of Service constitutes the entire agreement (“Agreement” or “ Terms of Service”) between Client (as defined below) and Kudelski Security with respect to the subject matter hereof and supersedes and replaces any previous communications, representations or agreement, written or oral.

I. TERMS OF SERVICE

1. Scope of the Services

The Strategic Intelligence Services (the “Services”) include a membership (the “Subscription”) granting any corporate subscriber to the Services the quality of a subscriber client (the “Client”).

The Services will be provided by means of an access granted to Client to a dedicated area of Kudelski Security website (the “Platform”) allowing Client to:

(i) download content consisting in Strategic Intelligence reports (the “Reports”) and
(ii) access to discussion boards made available by Kudelski Security (the “Community Services”).

2. Registration
In order to subscribe to the Services, Client must complete a registration form to create an account (the “Account”) and designate among its employees (to the exception of its agents or subcontractors) the user of the Account (the “User”).

In registering, Client agrees to: (1) provide true, accurate, current and complete information (collectively, the “Registration Data”) and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, Kudelski Security has reasonable grounds to suspect that Registration Data is untrue, inaccurate, not current or incomplete, Kudelski Security may suspend or terminate an Account and prohibit any and all current or future access and use of the Services (or any portion thereof) by Client. Client acknowledges and agrees that Kudelski Security has the right to deny Subscription to the Services to any applicant in its sole discretion.

3. Access
The User will enter a password and username upon completing registration process and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. Kudelski Security cannot and will not be liable for any loss or damage arising from the User’s failure to comply with the registration rules, including but not limited to any loss or damage arising from Client’s or User’s failure to: (1) immediately notify Kudelski Security of any unauthorized use of the Account or any other breach of security; and (2) ensure that the User exits from the Account at the end of each session. The User is responsible for maintaining the confidentiality of its password and/or access information. Client is responsible for all uses of the Account and of the Services by the User or any third party, whether or not actually or expressly authorized by Client. Client shall not use the Account to store or transmit infringing, libelous or otherwise unlawful material or to store or transmit material in violation of third-party rights.

4. Reports download

The Reports are made available to Client for downloading during the Subscription Period based on the Subscription option purchased by Client.

5. Community Services participation

Client may wish to participate in the Community Services made available by Kudelski Security through the Platform. The Community Services are meant to provide an environment where Clients are free and able to contribute to other Clients’ experience on various cyber security topics.

Client shall be bound by and shall ensure that the User complies with the Community Participation Guidelines setting out the rules of community interactions and describing Kudelski Security moderation of clients’ generated content (Section II below).

6. Proprietary Rights, License Grants

6.1. Services and Reports
The Services, the Reports and associated information, trademarks, copyright, patents, logos, domain names and other related intellectual property rights or other features of Kudelski Security brand incorporated therein belong to Kudelski Security and its licensors or suppliers.

Subject to these Terms of Service, Client is granted a non-exclusive, non-transferable and restricted license (without right to sublicense) to access, view and download the Reports for non-commercial use within the Client’s organization.

Client represents that the foregoing license is for the above-stated purpose only and does not grant Client any rights with respect to commercial use. Client shall not directly or indirectly sell, resell, rent, lease, loan, assign, transfer, distribute, copy, publish, alter, modify or create derivative works based on the Services and the Reports except as expressly authorized herein.

6.2. Client Generated Content through Community Services

By using the Community Services, the User may be given an opportunity to interact with other client users and submit, post and/or upload content (including comments and pictures) (“Client Generated Content”).

In posting Client Generated Content, Client represents and has the User represent that Client or User is the owner or obtained consent from the owner to post said Client Generated Content and that the Client Generated Content complies with Kudelski Security Participation Guidelines set forth in Section II below.

Client further acknowledges and agrees and has the User acknowledge and agree that such Client Generated Content is non-confidential and Client and User automatically grants to Kudelski Security a non-exclusive, transferable, sub-licensable, perpetual, royalty free and worldwide license to use, copy, excerpt, publish, display (whether publicly or otherwise), transfer, modify and adapt any of that Client Generated Content in any form, medium or technology now known or hereinafter developed. Kudelski Security shall not claim any ownership rights in Client Generated Content and User shall continue to retain all ownership rights in such Client Generated Content.

Kudelski Security does not endorse and is not responsible for any Client Generated Content nor does Kudelski Security guarantee the accuracy, integrity or quality of any Client Generated Content. Under no circumstances will Kudelski Security be liable, directly or indirectly for any loss or damage caused or alleged to be caused by or in connection with the use or reliance on any Client Generated Content.

7. Client support

Kudelski Security provides Client support for the Services. Support requests can be submitted by Client via email at: intelligence@kudelskisecurity.com.

Kudelski Security will respond to all submitted requests for Client support in a timely manner, during business hours (from 9.00 am to 5.00 pm CET+1) Monday through Friday excluding Kudelski Security holidays.

8. Subscription fee and payment

Client shall pay a Subscription fee (and associated sales or use taxes as applicable) for the Reports, which will be incurred through the Account at the rates in effect for the relevant Subscription period. The payment should be made in advance by credit card. Access to the Reports and the Services is subject to payment of the applicable Subscription fee. The Subscription fee is not refundable.

9. Confidentiality

Client acknowledges that the Subscription and use of the Kudelski Security Services may expose it to certain Confidential Information of Kudelski Security. “Confidential Information” means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. Reports shall be deemed Confidential Information. Client shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Client shall disclose the Confidential Information only to its employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. In addition, Client shall not use the Confidential Information for any purpose other than in the performance of these Terms of Service. Client shall take the same degree of care that it uses to protect its confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This obligation as to confidentiality shall survive any termination of these Terms of Service for a period of five (5) years. Further, this obligation as to confidentiality is not intended to (and does not) supersede any obligations assumed by Client (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with Kudelski Security or an affiliate of Kudelski Security.

10. Personal information and Privacy

By submitting the Registration Data for the Subscription, Client understands and agrees that personal information are collected and processed by Nagravision S.A., route de Genève 22-24, 1033 Cheseaux, Switzerland in accordance with Kudelski Security Privacy Policy hereby incorporated into these Terms of Service by reference. By accepting these Terms of Service, Client agrees and has the User(s) agree to Kudelski Security’s collection, use and disclosure of personal information as described in the Privacy Policy.

11. Warranty – Disclaimer – Liability

11.1. Reports

Kudelski Security aims to provide Client with the best service possible, but the Reports are provided on a “as is” and “as available” basis. In particular, the information contained in the Reports is for informational purposes only and does not constitute advice. Kudelski Security expressly disclaims all warranties in relation to the Reports, express or implied, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, availability, accuracy, satisfactory quality. Specifically, Kudelski Security does not warrant that the Reports will meet Client’s requirements.

11.2. Services

Whilst Kudelski Security shall make commercially reasonable efforts to ensure that the Services are operational at all times, Kudelski Security makes no warranty that the access to the Platform and to the Services will be uninterrupted, timely available, completely secure or error-free.
Client agrees that, to the extent permissible by law Kudelski Security will not be liable for any loss or damage resulting from Client’s use of the Reports, the Services or from any Client Generated Content.

12. Subscription period and Cancellation

The minimum term for the Subscription is one (1) month and shall automatically renew for successive one (1) month periods unless Client cancels the Subscription before the end of the then-current Subscription period by sending notice to intelligence@kudelskisecurity.com.

Access to the Platform and to the Services will start immediately upon valid registration and payment of the relevant Subscription fee.

Cancellation of the Subscription during the Subscription period does not entitle Client to any refund of the Subscription fee.

Kudelski Security may decide to stop providing a type of Reports or the Services to its client base at any time for any reason. In such event, Kudelski Security will notify Client by email and Client will be entitled to a pro-rated refund of the Subscription fee based on the then-current Subscription remaining period.

Kudelski Security may, at its sole discretion, terminate the Agreement, suspend the Services upon notice to Client, if Client breaches any term or condition of these Terms of Service and fails to cure such breach within five (5) calendar days after receipt of such notice.

13. Applicable Law – Jurisdiction

These Terms of Service shall be treated as though executed and performed in Cheseaux-sur-Lausanne, Switzerland and shall be governed and construed by the laws of Switzerland without regard to its conflict of law provisions or to international treaties. Any dispute, controversy or claim arising out of or in relation to this Agreement , including the validity, invalidity, breach or termination thereof, will be submitted to the exclusive jurisdiction and venue of the competent courts of the canton of Vaud, Switzerland.

14. Amendments

Kudelski Security may amend these Terms of Service at any time to ensure that Kudelski Security remains compliant with relevant laws and regulations and to ensure that Kudelski Security is constantly improving Client’s experience in using Kudelski Security Services. Kudelski Security will notify Client of any revised version of these Terms of Service by email. By continuing to use the Services after such notification, Client shall be deemed to have accepted those changes and shall be bound by them.

II. COMMUNITY PARTICIPATION GUIDELINES

These Community Participation Guidelines (the “Guidelines”) are designed to set out Kudelski Security’s rules regarding Users interaction in the Community Services. They aim at explaining the standard of behavior expected from Users and encourage people to participate in the discussions.

1. Community standards

Kudelski Security expects Client to abide by the following community standards when interacting with Kudelski Security and with other users of the Community Services:

–   Users shall respect each other. Harassment and inappropriate behavior will not be tolerated.
–   Users shall not defame any person, company or business or violate the privacy rights, copyright and other intellectual property rights, contract rights or any other rights of any person.
–   When referring to reports, studies, other articles and additional information, Users shall attach or link its original source. This extra context is conducive for having interesting and useful discussions and will result in better feedback from Kudelski Security or from other readers.
–   Users are prohibited from posting or transmitting to or from the Community Services any unlawful, threatening, harassing, offensive or obscene materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity.
–   Users shall not transmit content or otherwise conduct or participate in any activities on the Community Services that are prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity, copyright law, or the permissible uses of intellectual property.

2. Monitoring and Moderation

With the aim of ensuring that all Clients enjoy the Services, Kudelski Security reserves the right to:

–   Monitor Client Generated Content and post-moderates it based on the community standards;
–   Edit or remove any Client Generated Content that Kudelski Security deems has caused offence to any Kudelski Security client or to a third party;
–   In case of any serious or repeated breach of these Guidelines, at Kudelski Security’s sole discretion and without further recourse to Client, to immediately and permanently suspend the access to all or part of the Services.

Last updated March 2017

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