Terms of Use for Clients

These Terms of Use (“Terms”), together with the Privacy Policy, the Acceptable Use Policy and any additional terms and conditions and policies referenced herein or available on the Website (together with the Terms, the “Agreement”), govern your relationship with Kéntro and the Kéntro, and the use of our Platform. Please read them carefully.

By using our Platform, you are entering into a binding agreement with Kéntro and the Kéntro and you confirm and agree that you have read, understood and accepted the Agreement and that you will comply with any and all obligations described therein. Kéntro reserves the right to modify the Agreement from time to time as indicated in clause 18.6 of these Terms or as specified in any other such document.

We also reserve our right to update or change our Platform or Services from time to time, by giving you a reasonable prior notice period in the event of major changes.

You are strongly recommended to read these Terms regularly. You can always find the most updated version here. Please note that the use of the Platform or Services after the communication of any amendment shall be deemed as your acceptance to the changes.

Ignorance of the content of the Agreement does not justify non-compliance with it, much less entitles you to take particular or legal actions that do not take into account what it is stated in the Agreement.

ANY PERSON WHO DOES NOT ACCEPT THE AGREEMENT OR WHO DOES NOT MEET THE REQUIREMENTS INDICATED IN CLAUSE 2 HEREIN. MUST REFRAIN FROM ACCESSING THE WEBSITE AND/OR USING THE SERVICES.

If you have any questions regarding these Terms or the use of the Platform please contact us by emailing [email protected].

1. Definitions

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Client Content” means any data, content, material, works, expressions, or other content, including any that are originated, uploaded, submitted, posted, transferred, transmitted, stored or otherwise provided or made available by you, or an End User using the Services. Customer Content includes, as a way of example and not limited to, details of the assets, files, documents, recordings, chats and any other information you or End Users may upload into the Platform in connection with the use of the Services. For the avoidance of doubt, Customer Data includes all End Users’ data.

“Client(s)”, “you”, “your” means an individual or legal entity who accesses the Platform or engages our Services as its end user.

“Effective Date” means the date on which the Subscription Term begins as specified in each Order Form.

“End User” means a member of the Client’s personnel who signs up and/or uses the Platform on behalf of the Client. Including, requesting the Services, detailing the assets to be tested, etc.

“Initial Term” means the initial term of a Plan that starts on the Service Effective Date.

“Penetration Test” or “Pentest” means the penetration tests performed by the Kéntror, in accordance with the specifications provided by you on the Platform, to test your applications against possible cyberattacks, as requested by you. Penetration Tests are done using the Platform.

“Plan” are the different options provided by Kéntro to access the Platform and acquire Services and are indicated here.

“Renewal Term” means the renewal term for a Service commencing after the Initial Term or another Renewal Term.

“Service(s)” means the products and services you can order in: (a) an Order Form, referencing the Terms, as the case may be; or (b) the Platform.

“Service Effective Date” means the date that an Initial Term or Renewal Term begins.

“Services Specifications” has the meaning ascribed in clause 5.4. of these Terms.

“Subscription Term” means the term for client’s access to the Platform as identified in an Order.

“Kéntro”, “we”, “us”, “our” means Kéntro Security LLC, a corporation duly organized and incorporated under the laws of London, UK, with address in The Minster Building, Great Tower St, London EC3R 7AG, United Kingdom

“Kéntror(s)” top quality ethical hackers performing the Pentest on the Platform.

“Usage Data” means Kéntro’s technical logs, data and learnings about your use of the Platform or the Services.

“Website”, “Platform” means https://kentro.uk/

2. Capacity

2.1. General. The Platform and the Services can only be used or engaged by individuals and legal entities, both with legal capacity. If you register a legal entity, you represent and warrant that you are fully authorized and have the capacity to represent, oblige and act on behalf of such legal entity.

Moreover, in order to request Services (e.g. Penetration Tests, automated scans, etc.) you must be legally authorized (either by ownership right, license, employment agreement, etc.) to request the assets to be tested. By listing assets to be subject to the Services, you represent and warrant that you are legally authorized to request such Services over such assets.

2.2. End Users. You may permit End Users to use the Services on your behalf. Depending on the Plan you choose, the amount of End Users might be limited. You are responsible for provisioning and managing your End User accounts, for your End Users’ use and misuse of the Platform and for their compliance with this Agreement. Reference to you herein will be deemed to apply to End Users as necessary and applicable. You will ensure that End Users keep their login credentials confidential and will promptly notify Kéntro upon learning of any compromise of User accounts or credentials.

2.3. Affiliates. Your Affiliates may serve as End Users under this Agreement. Alternatively, your Affiliates may enter into their own Order Forms as mutually agreed with Kéntro, which creates a separate agreement between each such Affiliate and Kéntro incorporating this Agreement with the Affiliate treated as “client”. You shall be jointly and severally liable for your Affiliates’ use or misuse of the Platform or Services.

3. Services

Subject to this Agreement and the Plan you acquire, you will have access to the Platform and to different Services as stated in each Order Form, during each Subscription Term, such as but not limited to: Cloud Security, Penetration Tests, attack surface manager, automated scans, Fraud Monitoring, etc. to test your assets against cyberattacks and find vulnerabilities present at the exact moment they are discovered.

3.1. Scope of the Services. Kéntro provides a flexible scope. You can define the assets of your interest, the means, the dedication and the frequency for those assets to be tested. Moreover, in agreement with Kéntro, in some cases you may be able to change the assets which are already subject of the Services, during the Subscription Term.

3.2. Advice. You will have access to our internal expert team who will help you, among others, to: (i) scope your project or engagement to tailor it to your specific requirements: (ii) set up the Services, if required; (iii) follow up the progress of the testing by holding support meetings.

3.3. Seamless integration. We are integrated with third party services (e.g. Jira, Slack) that allow you to use our Platform to instantly create issues and notifications. You can have your vulnerabilities automatically uploaded in Jira and have your vulnerabilities notified automatically on Slack .

You agree and understand that these third party services may have a specific set of documents (e.g. terms and conditions, privacy policy, technical documentation, security policies, etc.) that will apply to you and that are not related in any way to Kéntro. Hence, you represent and warrant that (i) you will read and agree to such documents whether they refer to legal, security, technical, etc. matters, as specified by each third party service provider; (ii) you will comply with such documents and (iii) you will held Kéntro harmless and indemnify Kéntro from any breach to such documents. Kéntro shall not be liable for any malfunction of such third party services.

3.4. API. You may have access to the Kéntro API.

3.5. Vulnerability reports. If your Plan includes Pentesting, we will provide you with a vulnerability report with all information regarding the Pentesting including the following about each reported vulnerability: description, proof of concept, criticality and a recommended solution. The extent and customization of the vulnerability report can have some limitations depending on your Plan.

3.6. Communication with Kéntro. You may interact with the Kéntro and Kéntro through different fast means of communications solely in respect to a Pentest.

3.7. Language of the Services. Services will be provided in English.

3.8. Limitations. The above can have certain limitations depending on the Plan you acquire. You can see more information here. Moreover, each Service may have a limitation in the amount of assets, frequency, etc. as provided in each Order Form.

3.9. Pentesting. Should you acquire a Plan including Penetration Tests you agree and understand that the Pentests are performed by the Kéntro, under their own responsibility in accordance with the Kéntro Terms and Conditions, which are part of this Agreement. You agree and understand that the Kéntro are independent parties of Kéntro and Kéntro is not responsible for their performance, actions or omissions.

4. Access. Permitted Use

4.1. Access. Subject to the payment of the price and your compliance with the Agreement, Kéntro grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Platform, during the Subscription Term and any Renewal Term, as specified in the Order Form or on the Platform.

4.2. Use and Responsibility. You shall only use the Platform and Services in accordance with the specifications of the Plan you purchased and with the terms of this Agreement and any applicable law or regulations.

4.3. Prohibited Use. Neither you nor the End Users may use the Platform or the Services, knowingly or negligently, as a way of example and not limited to: (i) in a manner that infringes the copyright, industrial property, trade secret or other intellectual property rights of Kéntro or third-parties or in a manner that violates the privacy, publicity or any rights of Kéntro or a third party, (ii) in a manner that infringes any of Kéntro’s or third party’s rights, applicable laws or regulations or this Agreement; (iii) in a manner that is defamatory, obscene, threatening or abusive; (iv) to modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Platform or the Services; (v) in a way that abuses, interferes with, or disrupts Kéntro’s systems, Accounts, or the Services; (vi) to engage in an activity that is illegal, fraudulent, false, or misleading, (vii) to build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (viii) for commercial purposes or any other purpose not allowed in the Agreement. In addition, you cannot provide access to the Services or Platform to an individual or legal entity associated with a competitor of Kéntro. If you become aware of any violation of this Agreement in connection with the use of the Platform or the Services by any person, you must immediately contact Kéntro at [email protected].

5. Use of the Services

5.1. Plans. To engage the Services, you shall choose a Plan. The Services will contain different features and limitations depending on the Plan you chose (e.g. limitation in the amount of End Users or assets, etc.). However, you can always upgrade your Plan.

5.2. Create your Account. To use the Platform, you must register on our Website by creating a user account (“Account”). For such purposes you shall provide certain information such as: name, surname, country of residence, phone number, email address, user name, billing information, a unique password, etc. (“Data”). Once you set up your Account, you will be able to choose who the admin of the Account is and the Admin will be able to invite End Users. End Users shall create their own Accounts, shared Accounts are prohibited. You guarantee and are responsible, in any case, for the truthfulness, accuracy, validity, authenticity and for the update of your Data and the End User’s Data. In no case shall Kéntro be responsible for the accuracy of the Data. If you have an account in Google Workplace you will be able to create your Account with the use of the credentials included therein.

The Account is unique and non-transferable. It is prohibited for a Client to register or have more than one Account. Kéntro reserves the right to cancel, suspend or disable the Accounts, without prejudice to other legal measures that may be taken in case of breach to the obligations under this Agreement.

You are responsible for all transactions made in your Account, and must notify Kéntro immediately, in a reliable manner, of any unauthorized use of the same, as well as any theft, disclosure or loss of your Platform access data. Kéntro watches over the protection of the Client’ Data. However, it will not be responsible for any fraudulent use of the Account by third parties, including misuse of their data associated with online payments.

Kéntro may, at any time, require some additional information or documentation in order to verify or corroborate the Data and may temporarily or permanently suspend those Clients whose Data could not be confirmed.

Kéntro reserves the right to reject any application for registration or to cancel a previously accepted registrations, without being obliged to communicate or explain the reasons for its decision and without this giving rise to any right to compensation or indemnification.

We may also restrict, suspend or terminate your Account and/or use of the Platform, if we reasonably believe that:

• someone other than you is using your Account; or
• you are suspected or discovered to have been involved in any activity or conduct that is in breach of the Agreement, the applicable law, or involved in activity or conduct which we deem, in our sole discretion, to be an abuse of the Platform or our Services.

5.3. Services Specifications. On the Platform you shall include the services specifications:

(1) Assets: You must include the assets you want to have tested by Kéntro or the Kéntro (in case of Pentests). For this purpose you shall provide certain data about each asset such as but not limited to: URL, HTTP endpoint, environment, testing credentials, etc. When you list any assets you represent and warrant you either are the owner of the assets or have obtained the right from their owner to request such testing.

(2) Hours: If your Plan includes Pentesting and depending on your Plan, you will be able to choose the amount of hours / frequency you want the Kéntro to pentest your assets. Also, you will be able to assign hours for retesting. You will always be able to top up the amount of hours chosen at a previously agreed price. Hours will have a time of expiration, meaning a time that you can use them, which varies according to the Plan.

(3) Kind of Penetration Test: If You request a Pentest, you will be able to choose between, white, gray or black pentesting.

(4) Service Effective Date: The Services shall begin 24-hours after you include the Services Specifications and Kéntro receives your payment in accordance with clause 6. of these Terms. Such a term can be longer depending on the Plan you choose.

6. Price and Payment

6.1. Fees. Taxes. You will pay the fees specified in each Order Form or on the Platform (the “Fees”). All Fees and expenses are non-cancellable and non-refundable except as expressly set out in this Agreement. Fees are shown in Dollars of the United States. Unless otherwise provided by Kéntro, Fees do not include VAT or any other local, state, or federal taxes or duties of any kind and any such taxes shall be added and will be assumed and paid by you.

6.2. Payment. Payments shall be made in Dollars of the United States by using a credit card or by bank transfer. We shall invoice you for Fees as specified on each Order Form. Invoicing and payment of the Fees shall occur before commencement of the Services. You shall pay all invoiced Fees (i) automatically if you associated a credit card to your Account or (ii) if agreed otherwise on the Order Form, within 30 days from the respective invoice. All payments shall be made free and clear of any deduction or withholding, as may be required by law, and from any costs, commissions, etc. any third party (e.g. your bank, credit card issuer, etc.) may charge. If a purchase order number is required for processing an invoice, you shall provide Kéntro with it on the applicable Order Form. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by law, whichever is less.

6.3. Payment Disputes. You may dispute an invoice in good faith by providing us written notice within 5 days of receiving the invoice and the parties will seek to resolve the dispute over a 15-day discussion period. You are not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, if no agreement is reached, either party may pursue any available remedies.

6.4. Discounts and Promotional Pricing. Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term or a new Subscription Term, without additional notice.

6.5. Price Changes. We may change prices for the Services from time to time, at our sole discretion. Any price changes will be effective upon the commencement of the next Subscription Term or Renewal Term; provided, that Kéntro shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Subscription Term or any Renewal Term.

7. Client Content. Usage Data

7.1. Client Content

(1) You are the sole responsible for the Client Content you post, transfer, transmit or upload in the Platform.

(2) Regarding the Client Content you hereby represent and warrant that:

• you are entitled to post or use it;
• it does not breach your obligations arising from the Agreement, any applicable law, included but not limited to IP law or any third-party rights;
• it is not subject to confidentiality obligations.

(3) Right over Client Content. You retain the right over the Client Content. However, you hereby grant Kéntro a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to (i) reproduce, use, distribute your Client Content to any party without limitation in accordance to the law; (ii) delete or edit any Client Content if at its sole discretion Kéntro deems it may breach any law or third-party right; only for the purposes of Kéntro complying with the Agreement or the applicable law. You shall indemnify and hold Kéntro harmless from and against all claims and damages arising from any claim brought by a third party against Kéntro due to your Client Content.

7.2. Usage Data. We may collect Usage Data and use it to operate, improve and support the Platform or the Services and for other lawful business purposes, including benchmarking and reports. However, we will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you, the End Users or any other person and (b) aggregated with data across other customers.

8. Intellectual property rights

8.1. Assets. You reserve and hold all title, rights and interest in and to the assets.

8.2. Kéntro’s IP. Any materials, content, trademarks, logos, images, photographs, videos, audio, service marks, software, license, code, artwork, HTML code, source code, techniques, ideas, methods, data, documents, knowhow, feedback, recommendation, APIs, etc. including these Terms as displayed on the Platform, in our marketing material or as made available, created, acquired or developed through the Services, whether registered or unregistered, are the intellectual property of Kéntro and/or third parties who have authorized us with the use (collectively “Stike’s Intellectual Property”). Via this Agreement no sale is performed and you only have the rights expressly granted in the Agreement. You may not use, copy, display, reproduce, republish, download, upload, post, transmit, distribute, modify, edit, create derivative works, reverse engineer, decompile, script, or disassemble the Intellectual Property in any way without our prior express written consent. You acknowledge and agree that Kéntro and/or its licensors reserve all right, title and interest over Kéntro’s Intellectual Property.

8.3. Authorization. You hereby allow Kéntro to identify you as Kéntro’s customer by, for example, using your name, logo and trademarks in any marketing materials (e.g. social media or institutional communications (whether in writing or verbally), mentioning you on the Platform, etc. without the need of your prior authorization.

8.4. API. If Kéntro provides you with integration capabilities via an API, your use of the API may be subject to additional costs or Kéntro’s specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Platform, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

9. Confidentiality

9.1. Obligations. During the term of the Agreement and for 3 years after its termination, all Confidential Information shall be regarded and preserved as confidential by the parties. Confidential Obligation can only be used by the parties for the purpose of performing their obligations under the Agreement. This means that in the case of Kéntro, we are allowed to share this information with employees, contractors, the Kéntro or other third parties, only for the purpose of complying with this Agreement.

9.2. Definition. For the purposes of this Agreement, Confidential Information shall mean any and all information disclosed by one party to the other or to which one party has access to as a result of the conclusion of the Agreement and the rendering of the Services. Confidential Information does not include: (i) information which is already rightfully known by the other party at the time it is obtained from the disclosing party; (ii) is rightfully received from a third party without a breach of this Agreement; (iii) is developed by a party without the use of any proprietary information or information which is not available to the public; (iv) is or becomes publicly known through no fault of the recipient.

9.3. Exceptions. The recipient may disclose Confidential Information to the extent required by Laws. If permitted by the Applicable Law or a court or administrative ruling. If possible, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

9.4. Remedies. You acknowledge and agree that damages alone would not be an adequate remedy for your breach of this clause; therefore, Kéntro can be entitled to seek any actions, including but not limited to civil and criminal actions, equitable relief, including injunction, preliminary injunction, and specific performance without limiting and in addition to all other remedies available to it.

10. Term

10.1. Subscription Terms. Each Subscription Term will last for an initial 12-month period unless the Order Form states otherwise. Each Subscription Term will renew automatically for successive periods unless either party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term.

10.2. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Term or Renewal Term, unless sooner terminated in accordance with these Terms.

11. Suspension and Termination

Notwithstanding any other provisions provided in these Terms regarding this subject:

11.1. Either party may terminate this Agreement (including all Subscription Terms) if the other party (i) ceases operation without a successor or (ii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.2. Kéntro is entitled to terminate, suspend or delete your Account and access to the Platform or the Services immediately, for any reason, including, without limitation, if Kéntro, in its sole discretion, considers your use to be unacceptable or in breach of the Agreement, the Applicable Law, Kéntro, the Kéntro or third party rights, your Data is false, you do not have right to request testing of the assets, etc. Kéntro may, but shall be under no obligation to, provide you a warning or notification prior to the termination, suspension or deletion. Should Kéntro terminate, suspend or delete your Account due to the latter, the creation of a new Account will be forbidden.

11.3. You may terminate the Agreement: (i) immediately in the event of a material breach of Kéntro’s obligation under this Agreement that cannot be cured within a 30 day period; or (ii) by providing Kéntro with a 30 days notice period in advance of the date of the termination of the Subscription Term or a Renewal Term; provided that any and all payments are canceled.

11.4. Unless the termination is caused due to Kéntro’s breach to its obligations under this Agreement, Kéntro shall not be obliged to reimburse any amount paid by you and you are obliged to pay all Fees (even for unused Services). Should the termination be caused by Kéntro’s fault, you agree that the reimbursement of the Fees paid and not used shall be the sole remedy you can claim from Kéntro.

11.5. Upon termination of the Agreement your access to the Platform and use of the Services shall automatically cease any and all clauses which by their nature should survive termination (e.g. Limitation of liability, Confidentiality, Disclaimer of warranties, Indemnification, etc.) shall remain in full force.

12. Disclaimer of warranties

You understand and agree that the content on the Platform and the Services are provided on an “as is” and “as available” basis with no implied or express warranty or condition. Therefore, your use and reliance upon the Platform and the Services are obtained at your sole risk and discretion. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU AND DISCLAIMS ALL WARRANTIES RELATING TO THE PLATFORM OR ITS OPERATION OR THE SERVICES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, TITLE, SECURITY, NON INFRINGEMENT OF THIRD PARTY RIGHTS, OR AVAILABLE UNDER ANY STATE STATUTE GOVERNING SOFTWARE OR INFORMATION SERVICES. KÉNTRO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES ARE ERROR FREE OR WILL ALWAYS OPERATE UNINTERRUPTED. KÉNTRO DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE EXHAUSTIVE IN LISTING OR THREATS OR VULNERABILITIES. WE DO NOT WARRANT QUALITY OR ACCURACY OF THE SERVICES, THE API, THE VULNERABILITY REPORTS.

Please expect temporary interruptions of the Platform due to scheduled or regular system maintenance work, downtimes attributable to internet or electronic communications or events of force majeure. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

WE DO NOT WARRANT AVAILABILITY OF THE PLATFORM AND WE WILL NOT BE AVAILABLE FOR ANY DOWNTIME OF THE PLATFORM CAUSED BY KÉNTRO OR ANY THIRD PARTY.

YOU UNDERSTAND AND AGREE THAT THE SERVICES MAY HARM OR DISRUPT YOUR ASSETS AND BUSINESS AND YOU AGREE TO THAT RISK BEING THE SOLE RESPONSIBLE FOR ANY CONSEQUENCES AND DAMAGES.

Please make sure to always have your data backed up and consider having an insurance policy.

13. Representations and Warranties

13.1. Mutual representation and warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

13.2. Client’s representations and warranties. Notwithstanding any representations and warranties provided by you throughout the Agreement, you hereby represent and warrant:

• You are legally authorized (either by ownership right, license, employment agreement, etc.) to request the Kéntro to test the assets you included in the specification of Services.
• Your request to test the assets does not breach any terms and conditions to which the assets or any components of the assets are subject to, the law, or any third party rights.
• If you are not the owner of the assets, the owner is fully aware of your request to test the assets and you have obtained acceptance from the owner.
• You have collected acceptance from all third parties who might be affected by the Services (by way of example and not limited to your hosting services provider).
• You are the sole responsible for the compliance with any terms and conditions related or connected to the assets including but not limited to, process, use and deletion of data and intellectual property rights.
• You are solely responsible for the relationship between you and any third party connected with or associated with the assets.
• You will be solely responsible for any loss or damage caused by the Services.
• You will be solely responsible for the Services Specifications and we are not responsible in the event the Services cannot be provided due to your errors or omissions in the Services Specifications.
• You are aware of the fact that any and all recommendations provided by the Kéntro or Kéntro are recommendations. Any decisions over the assets or as a result of the Services, are taken by you and you are solely responsible for such decisions or implementation of recommendations.

14. Indemnification

You agree to indemnify, defend, hold harmless Kéntro, its directors, officers, employees, representatives, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including but not limited to, legal fees) arising from your access or use of the Platform, the Services, or your breach of the Agreement (including but not limited to any breach of your representations and warranties), or any breach to a third party’s right, or any applicable law or regulation, or your misconduct or willful misconduct.

15. Limitation of Liability

15.1. To the extent permitted by law, Kéntro (which for the purpose of this clause 15 shall include its employees, directors, agents, representatives, suppliers, contractors, affiliates and parent companies) excludes all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our Platform, the use of the Platform, the Services, any website linked to our Platform, and any content or material posted on the Platform. Your exclusive remedy is to discontinue your use of the Platform. Kéntro, shall not be liable for any direct, indirect, special, incidental, consequential, financial, or exemplary damages arising from the use of the Platform, the Penetration Tests or for any other claim related in any way to the Platform or Kéntro’s services. These exclusions for indirect, special, consequential, and exemplary damages include, without limitation, damages for lost profits, financial loss, lost data, loss of goodwill, work stoppage, external influences, computer failure, or malfunction, or any other commercial damages or losses, even if Kéntro has been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.

15.2. You agree and understand that (i) in some cases (e.g. for Pentests) Kéntro connects you with third parties; (ii) you shall only have the right to claim damages from the party causing the damage and not from Kéntro.

15.3. You agree and understand that the Services you are engaging in are risky by nature and you solely assume all responsibility over such risk.

15.4. In no event and under no circumstance shall Kéntro be liable to you for any indirect, special, incidental, consequential or, exemplary damages, including, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure, or malfunction, or any other commercial damages or losses, even if Kéntro has been advised of the possibility of such damages, when whether arising from acts of God or force majeure.

15.5. To the extent permitted by law, Kéntro’s aggregate liability in connection with the Agreement or the use of the Platform in no event will exceed the greatest amount of; (i) the fees paid during the 6 months prior to the date in which the claim arose or (ii) USD 10,000.

15.6. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Kéntro’s liability shall be limited to the extent permitted by law.

16. Non-Solicitation

As long as the Agreement is in force and for an additional term of 3 years, you will not divert any Kéntror, employee of Kéntro or supplier of Kéntro to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to stop rendering services to Kéntro or to deliver services directly to you.

17. Kéntro’s Security Commitments

17.1. Kéntro is committed to Security and confidentiality.

17.2. Security commitments include, but are not limited to, the following:

• System features and configuration settings are designed to authorize End User access while restricting unauthorized users from accessing information not needed for their role
• Use of intrusion detection systems to prevent and identify potential security attacks from users outside the boundaries of the system
• Regular vulnerability scans over our system and network, and penetration tests over the production environment
• Operational procedures for managing security incidents and breaches, including notification procedures
• Use of encryption technologies to protect client’s data both at rest and in transit

17.3. Confidentiality commitments include, but are not limited to, the following:

• The use of encryption technologies to protect system data both at rest and in transit
• Confidentiality and non-disclosure agreements with employees, contractors, and third parties
• Confidential information must be used only for the purposes explicitly stated in agreements between Kéntro and the user of the Platform (Clients and Kéntro).

18. Miscellaneous

18.1. Assignment. Kéntro shall be authorized to assign any of its rights, interests or obligations hereunder to any party by notifying such assignment to the Client. You may not assign your rights, interests or obligations arising from these Terms.

18.2. Applicable Law and Jurisdiction

The Agreement and the use of the Platform and any controversy, claim or dispute arising out of or in connection with them, shall be governed and interpreted under the laws of the State of Delaware, United States of America, without regard to conflicts of law principles.

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

(1) the Federal Arbitration Act applies.

(2) Kéntro and you agree and accept that any controversy, dispute or claim arising under, out of or relating to the Agreement, a Penetration Test, the use of the Platform or your relationship with Kéntro, including, without limitation, the Agreement formation, validity, binding effect, interpretation, performance, breach, default or termination, as well as non-contractual claims (“Dispute”), shall, prior to initiating an arbitration procedure or another procedure, where applicable, provide notice and description of the dispute to the other party (to Kéntro by sending a letter to the attention of Kéntro Monperne LLC at [email protected]) in order to attempt to reach a just and equitable settlement by confidential, good faith and mutual understanding negotiation between persons who have complete authority to settle the Dispute (“Negotiation”).

(3) In the event of any Dispute not settled under the Negotiation in a 30-calendar day term from the notification, indicated above, the dispute shall be resolved by mandatory and binding arbitration.

(4) The arbitration shall be conducted by the American Arbitration Association (AAA) under its rules in force at the moment of the arbitration, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. More information about this can be found at www.adr.org.

(5) A single arbitrator shall be appointed. The arbitrator shall issue a written decision explaining the reasoning, findings and conclusions on which the award is based. Any arbitration award shall be final and binding upon the parties and may be enforced (such as through a judgment) in any court with jurisdiction.

(6) Notwithstanding any other statute of limitations any Dispute must be filed for arbitration within 12 months from the first moment it could be filed, or such Dispute will be permanently barred.

(7) All information, documents, offers, proceedings and communications between you and Kéntro in the context of Negotiations, small court claims and arbitration shall be done and kept in strict confidentiality and shall under no circumstance be disclosed or used for any purpose other than for purposes of the parties’ Negotiations, small court claims, arbitration or the enforcement of the arbitral award.

18.3. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing by email. If notices are sent to Kéntro, please email: [email protected]. Notifications to you shall be done to the email included in the Order Form Communications shall be deemed received upon expiration of 48 hours after sending the email. Either party may update its email address with notice to the other.

18.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders Form, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only.

18.5. Order of Precedence. These Terms shall have precedence to any other documents. An Order Form may not modify any other part of the Agreement unless the Order Form specifically identifies the provisions that it supersedes.

18.6. Amendments. Kéntro may change, update or review these Terms at any moment and shall make commercially reasonable efforts to notify you 5 days before it makes such changes. All modified terms shall be effective within a 5-day period after its post in the Platform. However, you accept and agree that your use of the Platform after the post of the changes, shall be deemed as a waiver to the notice period and as an acceptance to the changes. If you do not agree to the changes, you may require the cancellation of your Account as provided in these Terms.

18.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

18.8. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Services for 15 or more consecutive days, either party may terminate the affected Order Form(s) upon notice to the other and Kéntro will refund to the Client any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit your obligations to pay fees owed.

18.9. Subcontractors. We may use subcontractors.

18.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

18.11. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

18.12. Export controls. You hereby agree that the Services or a part thereof may be subject to United States import and export control laws and regulations and other similar in other jurisdictions. You declare and agree that: (i) you are not located in any country to which the United States has embargoed, debarred or restricted, defined as “terrorist sponsoring”, or applied economic sanctions; (ii) shall strictly comply with all import, export, re-export control laws and regulations; (ii) not disclose or otherwise, directly or indirectly, sell, export, re-export, transfer, transmit, etc., of the streaming license or any software, products, technology, etc. accessed using the Platform.

18.13. Link to third-party websites. The Platform may contain links to other third-party websites and by clicking on these links, you agree to do so at your own risk. Kéntro does not control or endorse these third-party websites or links and shall not be responsible for the content or availability of these linked pages. Kéntro accepts no liability or responsibility for any loss or damage which may be suffered by you in relation to your access and use of these third-party links and websites.

18.14. Class Action Waiver. You and Kéntro agree that any claim against each other shall be brought individually and in no case as a plaintiff or class member or in some way participating, in any class or representative action.