The Websites and their original content (the “Content”), features, and functionality are owned by us and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Links To Other Websites
Our Websites may contain links to third-party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You may not remove or obscure advertisements, the copyright notice or other notices on the Websites and you agree to stop providing links to the Websites if you are notified by us. You may not use any robot, spider, deep-link, page-scrape or any other automated device to monitor or copy any Content from the Websites.
Our inclusion of links does not imply any endorsement of the material contained in such Websites or any association with their operators. You acknowledge that we will not be party to any transaction, agreement or contract with a third party that You may enter into and we will not be liable to You in respect of any loss or damage which You may suffer by using links to and information from those Websites.
- Any underlying web services (which includes any software, documents and/or materials which underpin the Content).
- Any Content which we inform you is governed by different license terms;
- Any Content for which payment is required;
- Any advertisements or promotions by third parties;
· Any material for which you have not obtained all necessary consents; and
· Any material that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United States.
Limitation Of Liability
In no event shall we, or our directors, employees, partners, agents, suppliers, or affiliates, be liable for damages, direct or consequential, resulting from your use of the Websites, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses, including but not limited to attorney’s fees, arising from your violation of any third-party’s rights.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR LOSS, INJURY OR DAMAGE (DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL) ARISING OUT OF OR IN CONNECTION WITH USE OF THE WEBSITES INCLUDING WITHOUT LIMITATION ANY AND ALL LIABILITY:
- RELATING TO THE ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SUITABILITY, QUALITY, OWNERSHIP, NON-INFRINGEMENT, OPERATION, MERCHANTABILITY AND FITNESS FOR PURPOSE OF THE CONTENT;
- RELATING TO ITS WORK PROCURING, COMPILING, INTERPRETING, EDITING, REPORTING AND PUBLISHING THE CONTENT;
- RELATING TO ANY INTERRUPTION, FAILURE OR CESSATION OF OPERATION OR TRANSMISSION;
- RESULTING FROM ANY ACTS OR OMISSIONS OF ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE WEBSITES;
- RESULTING FROM RELIANCE UPON, OPERATION OF, USE OF OR ACTIONS OR DECISIONS MADE ON THE BASIS OF, ANY FACTS, OPINIONS, IDEAS, INSTRUCTIONS, METHODS, OR PROCEDURES SET OUT ON THE WEBSITES;
- ARISING OUT OF OR RELATING TO THE MISUSE OF OR INAPPROPRIATE RELIANCE ON THE CONTENT OF THE WEBSITES; AND
- RESULTING FROM ANY VIRUS, WORM, TROJAN, TIME-BOMBS, KEYSTROKE LOGGERS, SPYWARE, ADWARE OR ANY OTHER KIND OF MALWARE OR CONTAMINATION OF COMPUTING EQUIPMENT.
YOU SHOULD CARRY OUT YOUR OWN EVALUATION / VERIFICATION EXERCISE BEFORE CHOOSING TO RELY UPON ANY OF THE CONTENT IN ANY WAY.
THIS DOES NOT AFFECT COMPANY’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM COMPANY’S NEGLIGENCE, OR COMPANY’S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Viruses, hacking and other offences
You must not misuse the Websites by knowingly introducing (or transmitting data, sending or uploading any material that contains) viruses, Trojans, worms, time-bombs, keystroke loggers, spyware, adware, logic bombs or other material, programs or similar computer code which is malicious, technologically harmful or designed to adversely affect the operation of any computer software or hardware of the Websites.
You must not attempt to gain unauthorized access to the Websites, the server on which the Websites is stored or any server, computer or database connected to the Websites. You must not attack the Websites via a denial-of-service attack or a distributed denial-of-service attack. In the event of such a breach, your rights to use the Websites will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer.
You acknowledge that you are solely responsible for any Information that you choose to disclose and make publicly accessible via the Websites, and that under no circumstances will we be liable in any way for the disclosure and public accessibility of such Information. You acknowledge that any information posted to publicly accessible areas may remain publicly accessible indefinitely.
In consideration of your continuing use of the Websites, we shall be entitled, without further obligation, to retain, disclose or otherwise use the Information for any purpose. Also, in consideration of your continuing use of the Websites, you hereby assign all your interest in intellectual property rights in such information to us as a continuing obligation, with full title guarantee for the full duration of such rights, wherever in the world where ever they are enforceable. You agree to execute all documents and assignments and do all such things necessary to ensure that we are able to enjoy the benefits of the rights under this condition. You will not take any action prejudicial to the subsistence of the intellectual property rights in the Information and from any action prejudicial to the assignment pursuant to this condition.
You may only use the Websites for lawful purposes. You may not use the Websites:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent intent, purpose or effect;
- to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam).
- not to access without authority, interfere with, damage or disrupt:
- any part of the Websites;
- any equipment or network on which the Websites is stored;
- any software used in the provision of the Websites; or
- any equipment or network or software owned or used by any third party.
We endeavor to ensure that the Websites content is accurate and consistent. To the fullest extent permitted by applicable law, Company excludes all warranties or representations (express or implied) in respect of the Content.
Your use of the Websites is at your sole risk. The Websites are provided on an “as is” and “as available” basis. The Websites are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Our subsidiaries, affiliates, and its licensors do not warrant that a) the Websites will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Websites are free of viruses or other harmful components; or d) the results of using the Websites will meet your requirements.
Your continued use of the Websites and Content is entirely at your own risk. We make no warranty, representation or guarantee that the Content is error free or fit for your intended use. Any correspondence or business dealings with, or participation in promotions of, advertisers whose advertisements may be found on or through the Websites, including payment and delivery of related goods or services, and any other terms or representations associated with such dealings, are solely between you and the relevant advertiser.
We do not endorse, recommend, or make any representations about any products or services provided by advertisers, if any. The presence of advertisements found on the Websites, or the inclusion of the words alongside advertisements such as “official sponsor” or “partner” do not imply any exclusive arrangement between us and the advertiser. To the fullest extent permitted by applicable law, you agree that we shall not be liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers on the Websites and/or any reliance placed by you on the completeness or accuracy of such advertising.
No failure or delay by us to exercise any right, power or remedy will operate as a waiver of any of them nor will any partial exercise preclude any further exercise of the same or some other right, power or remedy.
Information about you and your visits to the Websites
Governing Law and Jurisdiction
We recognize that the privacy of your personal information is important. The purpose of this policy is to let you know how we handle the information collected through the use of the Websites or through any personal data you submit to us. Portions of our Websites may further describe privacy practices applicable to specific types of information or to information provided on specific web pages.
NOT APPLICABLE TO THIRD-PARTY WEBSITES
YOUR REPRESENTATION AND AGREEMENT
CHILDREN’S PRIVACY; INFORMATION FOR CHILDREN UNDER THE AGE OF 13.
Company does not solicit or knowingly collect personally identifiable information from children under the age of 13. If Company obtains actual knowledge that it has collected personally identifiable information from a child under the age of 13, Company will immediately delete such information from its database. Because Company does not knowingly or intentionally collect personally identifiable information from children under the age of 13, Company has no such information to use or disclose to third parties.
Company collects information from customers and visitors to the Websites or our data collection forms.
On its Websites, Company automatically gathers information of the sort that browsers make available, including: (i) IP addresses; (ii) domain servers; (iii) types of devices accessing the Website; and (iv) types of web browsers accessing the Website (collectively “Traffic Data”). Traffic Data is anonymous information that does not personally identify you.
COOKIES AND TRAFFIC DATA
The Company uses various technologies, which may include “cookie” technology, to gather information from our visitors such as pages visited and how often they are visited, and to enable certain features on this Website. “Cookies” are small text files that may be placed on your computer when you visit a Website or click on a URL. Cookies may include “single-session cookies” which generally record information during only a single visit to a Website and then are erased, and “persistent” cookies which are generally stored on a computer unless or until they are deleted or are set to expire.
You may disable cookies and similar items by adjusting your browser preferences at any time; however, this may limit your ability to take advantage of all the features on this Website.
We may use analytics companies to gather information and aggregate data from our Website visitors such as which pages are visited and how often they are visited, and to enable certain features on our Websites. Information is captured using various technologies and may include cookies.
We may use and disclose your activity information unless restricted by this policy or by law. Some examples of the ways we use your activity information include:
- Customizing your experience on the Website including managing and recording your preferences.
- Marketing, product development, and research purposes.
- Tracking resources and data accessed on the Website.
- Developing reports regarding Website usage, activity, and statistics.
- Assisting users experiencing Website problems.
- Enabling certain functions and tools on this Website.
- Tracking paths of visitors to this Website and within this Website.
YOUR PERSONAL INFORMATION
- To respond to an email or particular request from you.
- To personalize the Website for you.
- To contact you directly.
- To process an application as requested by you.
- To administer surveys and promotions.
- To provide you with information that we believe may be useful to you, such as information about health products or services provided by us or other businesses.
- To perform analytics and to improve our products, Websites, and advertising.
- To comply with applicable laws, regulations, and legal process.
- To protect someone’s health, safety, or welfare.
- To keep a record of our transactions and communications.
- As otherwise necessary or useful for us to conduct our business, so long as such use is permitted by law.
We may supplement the personal information you provide with additional personal information gathered from public sources or from third-parties (e.g., consumer reporting agencies) who may lawfully provide such information to Company. You are under no obligation to provide personal information, with the caveat that your refusal to do so may prevent you from using certain of the features and services available on the Websites or for us to contact you.
If you are a resident of the European Economic Area (“EEA”), you can object to processing of your personal information, ask us to restrict processing of your personal information, or request portability of your personal information where it is technically possible. You can exercise these rights by contacting us at firstname.lastname@example.org.
PRODUCT OR SERVICE PURCHASES
When a customer or registered customer purchases products or services from us through any of our Websites, the purchaser must provide us with certain personal information. This information is used for billing and payment purposes and to fill orders.
INFORMATION THAT YOU MAKE PUBLIC
The Websites may contain features (e.g., public profiles, forums, and message boards) that permit you to upload, post, transmit, display, perform or distribute content, information or other material, including some of your personal information. Any information that you choose to disclose by means of such features becomes public information over which Company is unable to exercise any control. You should exercise caution when deciding to disclose your personal information by any means and you agree to assume all responsibility for doing so.
INFORMATION USE AND DISCLOSURE PRACTICES
Company analyzes Traffic Data and information gathered using cookies to help Company better understand who is using the Website and how they are using it. By identifying patterns and trends in usage, Company is able to better design the Website to improve your experience, and to serve you more relevant and interesting content. From time to time, Company may release Traffic Data and information gathered using cookies in the aggregate, such as by publishing a report on trends in the usage of the Website. Company does not attempt to link information gathered using Cookies to personal information.
We may share personal information if all or part of the Company is sold, merged, dissolved, acquired, or in a similar transaction.
We may share personal information in response to a court order, subpoena, search warrant, law or regulation. We may cooperate with law enforcement authorities in investigating and prosecuting activities that are illegal, violate our rules, or may be harmful to other visitors.
If you submit information or a posting to a chat room, bulletin board, or similar “chat” related portion of this Website, the information you submit along with your screen name will be visible to all visitors, and such visitors may share with others. Therefore, please be thoughtful in what you write and understand that this information may become public.
We may also share personal information with other third-party companies that we collaborate with or hire to perform services on our behalf. For example, we may hire a company to help us send and manage email, and we might provide the company with your email address and certain other information in order for them to send you an email message on our behalf. Similarly, we may hire companies to host or operate some of our Websites and related computers and software applications.
Company discloses personal information to those who help it provide services, including those who perform technical, administrative and data processing tasks such as hosting, billing, fulfillment, and data storage and security, when required by law or to protect rights. Company discloses personal information in response to a subpoena or court order, or when Company believes in its sole discretion that disclosure is reasonably necessary to protect the property or rights of Company.
When legally required by law enforcement, judicial and administrative agency disclosures, Company will provide confidential and personally identifiable information as necessary to comply with judicial and administrative orders, subpoenas, civil or criminal investigative demands, administrative and regulatory demands and other legal obligations. In order for Company to conduct business in certain jurisdictions, Company must disclose certain personally identifiable and confidential information to regulatory authorities in such jurisdictions. Such information may include, but is not limited to, income information and personally identifiable information.
If you have failed to pay any balance owed in consideration of products or services, Company may, as permitted by law, report your personal information, including without limitation, your unpaid balance, to consumer credit reporting services, collection agencies and others.
Company occasionally may assign prospective sales to independent contractors. In these cases, Company or the independent contractor will provide you with the appropriate independent contractor’s name and contact information.
COMMUNICATIONS FROM US
When registering as customer or making a purchase or other inquiry or submitting personal information through the Websites, you consent to receive periodic email and other communications from us, including SMS, and from Company independent contractors. You will occasionally receive information on products, services, special deals, and a newsletter.
On rare occasions it is necessary to send out a strictly service-related announcement. For instance, if our service is temporarily suspended for maintenance we might send you an email. These communications are not promotional in nature.
Company may communicate with you via email and telephone to provide requested services or with respect to products or services purchased by you from Company or to provide you with information about Company’s products and services. Such communications may be by email, SMS, or telephone.
Company Websites may contain links to other sites. Please be aware that Company is not responsible for the privacy practices of such other sites. We encourage users to be aware when they leave our site and to read the privacy statements of each and every Website that collects personal information. This privacy statement applies solely to information collected by Company Websites.
Company has implemented and maintains reasonable security procedures and practices to protect against the unauthorized access, use, modification, destruction or disclosure of your personal information.
LOST OR STOLEN INFORMATION
You must promptly notify us if your credit, banking, other financial information, user name or password is lost, stolen or used without permission. In such an event, we will remove that credit card number, bank account information, other financial institution information, user name or password from your account.
MAKING CHANGES TO YOUR PERSONAL INFORMATION
You may contact us at email@example.com to make any changes to your personal information.
SOCIAL MEDIA DISCLAIMER
We are under no obligation to screen or monitor your posts or any other content you post on any of our social media sites or pages; however, we may make a reasonable effort to monitor participation to ensure that you stay on topic, are courteous and avoid making offensive comments. Your posts and User content must adhere to the following requirements and cannot:
- Contain any third-party material including logos, drawings, tattoos, photographs, pictures, sculptures, paintings and other images or works of art, phrases, trademarks, trade secrets or other items without explicit prior written permission to use such materials.
- Contain sexually explicit, graphic, gratuitous or unnecessarily violent content or defamatory or derogatory content against any ethnic, racial, gender, religious, sexual orientation, professional or age group or contain any pornographic or nude material.
- Contain any private information about yourself or any other individual, including without limitation, information related to the health of the individual, financial information about the individual or any identification or account numbers related to the individual, with or without their permission or consent.
- Contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
- Contain any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or promote illegal activity or illegal contests, sweepstakes, or gambling, including any online casino, sports books, bingo, poker or any other form of solicitation.
- Contain any material that, through any form of communication with the press, public, clients or media, disparages Company or its employees, contractors, directors, instructors, owners, officers and creators, in any way. Forms of communication include but are not limited to social media Websites, public forums, suppliers, vendors, clients, interviews, or recorded statements. You agree and understand that disparagement includes but is not limited to critiques, derogatory statements, ridicule, slander, jokes or insults at the expense of the company, management, senior personnel, independent contractors, products or services.
- Anyone violating this prohibition will be subject to loss of position, title, status, benefits, wages, prestige, influence, and suspension, up to and including termination
We reserve the right to edit comments for content, remove off-topic contributions, delete offensive comments or remarks, block offensive contributors and delete actual or suspected spam content from any social media site. Please be aware that once you post something online, there is the potential for numerous individuals to read your words, even years from now. Therefore, we suggest that you exercise caution when posting on any of our social media sites and that you not disclose personally identifiable information such as your location, medical record number, personal medical information, financial information, etc. We are not responsible for the content of any comments or responses posted by others to any website or social media site, if any, managed or monitored by Company. We do not control the placement of any marketing or advertising displayed on our pages by social media or third- party organizations.
We reserve the right to respond to any post or user content and may occasionally, privately request your contact information to assist offline with your consent by routing the matter to the appropriate persons or department for further handling.
transmosisONE Terms of Service
- The Program
We, Transmosis, Inc. (“Transmosis and eSure.Ai”), provide the TransmosisONE Enterprise Protection Program (“Program”) that includes risk mitigation analysis and ongoing risk reviews to maintain program standards to SUBSCRIBER, (“Subscriber”).
Your purchase and use of the Program constitutes acceptance of the terms and conditions contained herein. Read it carefully. It contains important information about your legal rights, remedies and obligations. You agree to comply with and be bound by this Program and the terms and conditions contained herein.
Services and benefits under this Program are in addition to your rights under applicable laws, any manufacturer’s warranty and any complimentary technical support. The terms of the Program apply the same whether paid for by you or a third party who financed your Program (a “Payment Program Provider”) on a one-time basis (“Single-Pay Program”) or a monthly basis (“Monthly Program”), except where otherwise noted.
The Program covers the products and services provided and/or vetted by or through Transmosis that are intended to prevent damage resulting from a cyber-attack (collectively, the “Covered Software System”):
- Program Term & Renewal
The Program begins upon initial purchase and continues, unless cancelled, through the date specified in your Program Confirmation Summary attached hereto as Schedule A (the “Program Term”).
Your Program Term is twelve months (12), and will automatically bill each month for all enrolled participants unless cancelled as set forth in the Section 9 (Cancellation) below, including in the event that Transmosis is no longer able to service your Covered Software System due to the unavailability of such software, in which case Transmosis will provide you sixty (60) days’ prior written notice of cancellation, or as otherwise required by applicable law.
You agree to have the credit card, debit card or other authorized payment source (the “Payment Source”) used for your initial Program purchase kept on file to automatically charge in advance of the first day of each month following your initial purchase to renew your Program unless cancelled. If your Payment Source cannot be charged for any reason, and you have not otherwise made the appropriate renewal payment on time, your Program coverage will cease from the renewal due date. Transmosis has the right, but not the obligation, to accept any late payment and allow renewal from the date of late payment. If the price of your Monthly Program is subject to change upon renewal, you will be notified in advance of any price increase, in accordance with Section 11 of this Program.
TransmosisONE monthly subscriptions renew automatically every month unless sixty (60) day written notice of termination is provided. TransmosisONE annual subscriptions renew automatically thirty (30) days before the end of each subscription period unless sixty (60) day written notice of termination is provided. If TransmosisONE annual subscription is cancelled during the subscription period then customer shall pay 66% of the remaining subscription fee due.
- What is Covered
3.1 Program Services Failure.
If during the Program Term, you submit a valid claim by notifying Transmosis that a failure of the product has arisen in the Covered Software System resulting in:
- a cyber ransom attack (“Ransom Event”);
- a business email compromise (BEC) that results in funds transfer or invoice fraud (“BEC Event”);
- a cyber breach or failed audit that triggers HIPAA, PCI, and OSHA related violations including but not limited to data loss, sanctioned non-compliance penalty or fine, or other related expenses (“Compliance Event”);
- a suit arising out of a breach of privacy and/or security related to a cyber-attack, loss or misuse of data, or media peril related to content on subscriber’s website where legal defense expenses and settlement costs are incurred (“Cyber Legal Liability Event”); and/or
- a security breach, meaning the malicious, intentional and willful misuse of your computer system to deny legitimate users access to your network that results in the loss of business income (net profit or loss before income taxes) which would have been earned or incurred had no loss occurred, and/or any reasonable, continuing, and normal operating expenses that were affected by the security breach, as calculated in the reasonable discretion of Transmosis (“Business Income Event”),
that the Covered Software was intended to prevent, Transmosis will support the repair of the damage resulting from the product failure, including, but not limited to, removing and remediating those elements that caused the product failure, subject to the maximum amounts and any additional terms and conditions applicable to such categories of events specified in your Program Confirmation Summary attached hereto as Schedule A (collectively, the “Recovery Services”).
- What is Not Covered?
4.1 Recovery Services Exclusions
Transmosis may restrict Recovery Service to the country where the Covered Software System was originally purchased.
Transmosis will not provide Recovery Services if any one or more of the following conditions have not been met specific to the nature of the loss:
- If preventative maintenance, including patching, was not up to date per the software manufacturer’s release cycle;
- To repair damage caused by a product that is not the Covered Software;
- the license keys of Covered Software are not active and/or registered to the end-user;
- If proof of the failure is not or cannot be verified through log/event data;
- If there is a systemic failure of the Subscriber’s infrastructure that results in a ransom compromise of their install base;
- Customer must have completed all elements of the program within the 12-month span prior to a breach or audit, including each of the following:
- Conducting the required annual risk assessment;
- documentation of risks; and
- maintenance of the network and security controls and consistent schedule of patch cycles.
- Adoption and adherence to all privacy and security policies provided by SUBSCRIBER and any other policies adopted by Subscriber related to regulatory requirements prior to incident and claim;
- All employees within Subscriber’s company have completed the provided training modules within the past 12 months and prior to incident and claim; or
- PHI Inventory has been fully completed and accounted for prior to incident and claim.
- Service Options
Program must be triggered within 48 hours of the reported event and will provide remediation as follows:
- The Subscriber will receive funds to remediate and/or replace any aspect of the Covered Software System, including, but not limited to, a ransom attack, business email compromise, data breaches, physical tampering, customer downtime, or other related costs specified in your Program Confirmation Summary attached hereto as Schedule A . Claim must be closed within 15 days of the incident.
- Your Responsibilities
To receive service or support under the Program, you agree to:
- A signed agreement between SUBSCRIBER and end customer with date of enrollment;
- Verification the conditions of coverage were met inclusive including:
- documentation that employees taken their required training and requisite appointment of responsible risk management personnel;
- verification of cyber event via log files and/or other documentation of malicious code that resulted in loss of data and/or records that triggered a violation of state and/or federal regulatory enforcement to which customer is subject; and
- Documentation relating to:
- an audit failure;
- assessed fines related to audit failure or cyber event; and
- efforts to reduce the fine through suggested remedies.
- Provide records verifying the cost paid to remediate the attack;
- Provide log files and information about the symptoms and causes of the issues with the Covered Software System;
- Respond to requests for information needed to diagnose or service the Covered Software System; and
- Follow instructions Transmosis gives you.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSMOSIS AND ITS EMPLOYEES AND AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU OR ANY SUBSEQUENT OWNER OF THE COVERED SOFTWARE SYSTEM FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, THE COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, ANY LOSS OF BUSINESS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, RESULTING FROM TRANSMOSIS’S OBLIGATIONS UNDER THIS PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF TRANSMOSIS AND ITS EMPLOYEES’ AND AGENTS’ LIABILITY TO YOU AND ANY SUBSEQUENT OWNER ARISING UNDER THE PROGRAM SHALL NOT EXCEED THE ORIGINAL PRICE PAID FOR THE PROGRAM. TRANSMOSIS SPECIFICALLY DOES NOT WARRANT THAT (i) IT WILL BE ABLE TO REPAIR OR REPLACE THE COVERED SOFTWARE SYSTEM WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, (ii) IT WILL MAINTAIN THE CONFIDENTIALITY OF DATA, OR (iii) THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.
THE BENEFITS CONFERRED BY THIS PROGRAM ARE IN ADDITION TO ANY RIGHTS AND REMEDIES PROVIDED UNDER CONSUMER LAWS AND REGULATIONS. TO THE EXTENT THAT LIABILITY UNDER SUCH LAWS AND REGULATIONS MAY BE LIMITED, TRANSMOSIS’S LIABILITY IS LIMITED, AT ITS SOLE OPTION, TO REPLACEMENT OR REPAIR OF THE COVERED SOFTWARE SYSTEM OR SUPPLY OF THE SERVICE. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8.1 Your Cancellation Rights
Regardless of your method of purchase, you may cancel this Program at any time for any reason. You may cancel by sending written notice with your Program Agreement Number to info@Transmosis.com. You must send a copy of the Program’s original proof of purchase with your notice.
Unless local law provides otherwise, cancellation refunds will be provided as follows:
For Monthly Programs, if you have made advance payments, cancellation will be deferred until midnight on the last day of the month for which your last monthly payment was paid. Your failure to timely and fully make any monthly payment will be deemed an expression of your intent to cancel your Program and no cancellation refund will be provided.
8.2 Transmosis’s Cancellation Rights
If your Payment Source cannot be charged for any reason for amounts due, including for any Monthly Program renewal payment, and you have not otherwise made the appropriate payment by the due date or any applicable renewal date, your Program may be cancelled for nonpayment and your Program coverage will cease from the due date or renewal date.
Additionally, unless applicable local law provides otherwise, Transmosis may cancel this Program for fraud or material misrepresentation, or if service parts for the Covered Software System are not available, upon sixty (60) days’ prior written notice. If local law permits and Transmosis cancels this Program for the unavailability of service parts, you will receive a pro-rata refund for the Program’s unexpired Term.
8.3 Effect of Cancellation
Upon the effective date of cancellation, Transmosis’s future obligations under this Program to you are fully extinguished.
- Program Changes
The Program terms and conditions originally issued to you will remain in effect for the duration of your Program Term and each Monthly Program renewal if applicable, unless Transmosis notifies you of revised Program terms and conditions. Transmosis may, at any time, revise any of the terms and conditions of this Program, including the price and applicable service fees, upon sixty (60) days’ written notice to you, or longer if required by law (“Notice Period”). Such notice will be provided in a separate writing or email, or by other reasonable method. If you do not agree to the revised Program terms and conditions, you may cancel the Program without penalty. If you do not cancel the Program within the Notice Period, your continued payment of monthly charges (if applicable) or request for service under the Program after receiving notice of a change in your Program terms and conditions, including with respect to a change in price or service fees, will be deemed consent by you to be bound by such revised Program terms and conditions. In any event, you may cancel the Program at any time in accordance with Section 8.
If Transmosis adopts any revision to this Program that would broaden your coverage without additional cost or any increase in service fees, the broadened coverage will immediately apply to this Program.
- General Terms
(a) Transmosis may subcontract or assign performance of its obligations to third parties but shall not be relieved of its obligations to you in doing so.
(b) Transmosis is not responsible for any failures or delays in performing under the Program that are due to events outside of Transmosis’s reasonable control.
(c) You are required to perform preventative maintenance on the Covered Software System to receive service under the Program.
(d) This Program may not be available in all jurisdictions and is not available where prohibited by law.
(e) In carrying out its obligations Transmosis may, solely for the purposes of monitoring the quality of Transmosis’s response, record part or all of the calls between you and Transmosis.
(g) Transmosis has security measures, which should protect your data against unauthorized access or disclosure as well as unlawful destruction. You will be responsible for the instructions you give to Transmosis regarding the processing of data, and Transmosis will seek to comply with those instructions as reasonably necessary for the performance of the service and support obligations under the Program. If you do not agree with the above or if you have questions regarding the processing of your data, contact Transmosis at the telephone numbers provided.
(i) The terms of the Program, including the original sales receipt of the Program and the Program Confirmation, shall prevail over any conflicting, additional, or other terms of any purchase order or other document, and constitute your and Transmosis’s entire understanding with respect to the Program.
(j) Each Monthly Program will renew automatically, unless cancelled, at its original Program purchase price, unless you are notified in advance of a price change in accordance with Section 9 of this Program. Transmosis is not obligated to renew any Single-Pay Program. If Transmosis does offer renewal, Transmosis will determine the price and terms.
(k) There is no informal dispute settlement process available under this Program.
(l) As used in this Program, “Transmosis” is the Administrator.
(m) Except where prohibited by law, the laws of the State of New York govern Programs purchased in the United States. If these terms are inconsistent with the laws of any jurisdiction where you purchase this Program, including the laws of Alabama, Arizona, Florida, Georgia, Nevada, Oregon, Vermont, Washington, Wisconsin and Wyoming, then the laws of that jurisdiction will control.
(n) Support services under this Program may be available in English only.
TransmosisONE 360 Protect Subscriber Agreement
This Subscriber Agreement (the “Agreement”) is a legal agreement entered into by and between Cysurance, LLC (“Cysurance”) the Participant enrolling in the 360 Protect Program pursuant to the terms herein. This Agreement governs Participant’s access to benefits available in the 360 Protect Program. This Agreement is effective on the date Participant fully-enrolls to receive benefits and agrees to the terms set forth herein and the Provider Terms included on the enrollment portal (the “Effective Date”). The enrollment portal is referred to herein as the “Token Portal”.
BY ENROLLING IN THE 360 PROTECT PROGRAM AND CLICKING A “SUBMIT” OR “CONTINUE” BUTTON ASSOCIATED WITH THIS AGREEMENT, PARTICIPANT (OR ITS AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY AND EXPLICITLY ACKNOWLEDGES AND AGREES (I) IT IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE UNITED STATES; (II) THIS IS A BINDING AGREEMENT AND PARTICIPANT HEREBY AGREES TO THE TERMS OF THIS AGREEMENT; AND (III) PARTICIPANT ACCEPTS THE OFFER TO ENROLL IN THE 360 PROTECT PROGRAM PURSUANT TO THE TERMS HEREIN. PARTICIPANT’S ENROLLMENT IS CONSIDERED ACCEPTED WHEN PARTICIPANT RECEIVES A CONFIRMATION EMAIL FROM CYSURANCE EVIDENCING PARTICIPANT’S SUCCESSFUL ENROLLMENT. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ENTERING INTO THIS AGREEMENT ON BEHALF OF PARTICIPANT, YOU HEREBY REPRESENT AND WARRANT TO CYSURANCE THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF PARTICIPANT; AND (B) YOU ARE OVER 18 YEARS OLD. IF PARTICIPANT DOES NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR IS NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, DO NOT ACCEPT THE TERMS OF THIS AGREEMENT.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Solutions Agreement (“Solutions Agreement”) made by and between Participant and Cysurance for the delivery of the Cysurance solutions.
- “BEC Event” means a business email compromise (BEC) that results in funds transfer or invoice fraud;
- “Benefit End Date” means the last day of the Enrollment Term as set forth on the Enrollment Confirmation.
- “Benefit Start Date” means the first day of the Enrollment Term as set forth on the Enrollment Confirmation.
- ”Business Income Event” means a Security Breach.
- “Compliance Event” means a cyber breach that triggers HIPAA, PCI, OSHA, and/or state related violations including, but not limited to data loss, sanctioned non-compliance penalty or fine, or other related expenses;
- “Cyber Legal Liability Event” means a suit arising out of a breach of privacy and/or security related to a cyberattack, loss or misuse of data, or media peril related to content on Participant’s website where legal defense expenses and settlement costs are incurred;
- “Enrollment Confirmation” means the email issued by Cysurance to Participant confirming Participant’s enrollment in the 360 Protect Program upon Participant’s enrollment in the Token Portal and sets forth the Benefit Start Date and Benefit End Date.
- “Enrollment Term” means the period within which Participant may receive Recovery Benefits and which begins on the Benefit Start Date as defined in Section 2(a) below and ends on the Benefit End Date as defined in Section 2(b) below.
- “Event” means a Ransomware Event, BEC Event, Business Income Event, Compliance Event and Cyber Legal Liability Event.
- “Provider” means Participant’s third-party service provider who has contracted with Participant to provide Participant with managed security services;
- “Ransomware Event” means the unauthorized access to at least one Participant endpoint in the form of ransomware which has caused material harm to Participant, whereby “material harm” must include at least one of the following: (i) the unauthorized acquisition of unencrypted digital data that compromises the security, confidentiality, or integrity of personal information or confidential information maintained by Participant; (ii) public disclosure of personal information or confidential information maintained by Participant; or (iii) the compromise of at least one Participant endpoint resulting the blocking of access to such endpoint;
- “Recovery Services” means the funds or services provided by Provider to support the repair, remediation, and/or replacement Participant’s environment in which damage was incurred as a result of an Event, including, but not limited to, removing and remediating those elements that caused the Event; and
- “Security Breach” means the malicious, intentional, and willful misuse of a Participant’s computer system to deny legitimate users’ access to their network that results in the loss of business income (net profit or loss before income taxes) which would have been earned or incurred had no loss occurred, and/or any reasonable, continuing, and normal operating expenses that were affected by the incident, as calculated in the reasonable discretion of Provider Solutions.
- 360 Protect Program
- Benefit Start Date. Participant’s Enrollment Term will begin on the Benefit Start Date.
- Benefit End Date. Unless otherwise terminated earlier pursuant to Section 9 below, Participant’s Enrollment Term will automatically terminate on the Benefit End Date.
- 360 Protect Program Benefits. During the Enrollment Term, Participant may submit a claim by notifying Provider at firstname.lastname@example.org that one of the Events has occurred during the Enrollment Term:
- a Ransomware Event;
- BEC Event;
- Compliance Event;
- Cyber Legal Liability Event; and/or
- Business Income Event.
Should an Event occur, and provided an exclusion set forth in Section 4 below does not apply, Provider will provide Participant with Recovery Services, subject to the following:
- Participant may only make one (1) claim during the Enrollment Term;
- Participant must have a commercially reasonable belief that damages resulting from the Event will exceed $5,000;
- Recovery Services will not exceed Participant’s maximum Program Service Coverage Level as specified within Participant’s enrollment acknowledgement;
- Payment of the deductible, if any; and
- Recovery Services are provided in accordance with any additional terms and conditions applicable to such Events as specified in the Program Confirmation Summary attached hereto as Schedule 1.
- Recovery Service Exclusions. Recovery Services may be restricted to the country in which Participant subscribed to the Solutions. Recovery Services will not be provided if any one or more of the following conditions occur specific to the nature of the loss:
- Participant fails to take commercially reasonable measures to undertake preventative maintenance, including patching that is up to date within 60 days of the software manufacturer’s release cycle;
- Participant fails to verify Wire Transfers and Routing Number Changes with the requestor including documented with name and date;
- If participant has not implemented and documented completion of security awareness training for employees and contractors;
- If Participant has failed to implement multifactor authentication (MFA) on its systems with a minimum requirement of all users with email access;
- Participant fails to deploy an offline data backup solution for critical business data;
- Participant fails to deploy industry standard and up-to-date anti-virus or comparable prevention tools on its endpoints;
- Participant does not have the Solutions actively deployed in the Participant’s environment in which the Event occurred;
- Participant’s Solution Agreement has terminated or expired;
- Participant is unable to provide proof of the Event or cannot verify the Event through log/event data;
- There is a systemic failure of Provider’s infrastructure that results in an Event;
- If a Participant is regulated under HIPAA/PCI/SEC:
- Participant has not completed an annual risk assessment and documented risks;
- PHI Inventory has not been fully completed and accounted for prior to an incident and claim;
- Subject to Participant’s standard historical employment practices related to HIPAA training for new employees, all of Participant’s employees have not completed HIPAA training within the 12 months prior to any incident and claim;
- Participant has not adopted and adhered to all privacy and security policies related to the state and/or other federal regulatory requirements to which Participant is subject prior to any Event.
- The Event did not occur during the Enrollment Term; and
- Participant does not submit the claim during the Enrollment Term
- Claim Process.
- Participant must report the Event to the Provider within forty-eight (48) hours of discovery of the Event. PARTICIPANT MUST PROVIDE PROVIDER WITH SUFFICIENT INFORMATION, SUCH DETERMINATION TO BE MADE IN PROVIDER’S REASONABLE DISCRETION, TO VALIDATE THE DAMAGES INCURRED AS A RESULT OF THE EVENT WITHIN FIFTEEN (15) DAYS AFTER DISCOVERY OF THE EVENT. IF PARTICIPANT FAILS TO DELIVER SUCH INFORMATION TO PROVIDER AS SET FORTH HEREIN, PARTICIPANT’S CLAIM WILL BE TREATED AS AN INVALID EVENT THAT IS INELIGIBLE FOR RECOVERY SERVICES PURSUANT TO THE TERMS OF THIS AGREEMENT.
- Participant understands that it is responsible for reporting any Events to its insurance carrier regardless of whether Participant elects to make a claim with Provider under this 360 Protect Program.
- By submitting a claim and information to Provider, Participant understands and acknowledges that Provider has separate terms and conditions related to privacy and data protection as set forth in Provider’s website terms, privacy policies, or other agreements made by and between Participant and Provider which will govern the use and protection of the information. Cysurance does not accept liability or responsibility for Provider. Participant understands and agrees that it should review such terms prior to submission of information. In the event Participant requests that Cysurance provide information directly to Provider on Participant’s behalf, Participant authorizes and consents to Cysurance sharing the information with Provider, subject to the terms set forth in this Section 5(c).
- Claims made under the 360 Protect Program are subject to Provider’s standards of review. If Provider denies coverage to Participant for any claim, notwithstanding anything to the contrary in this Agreement, Cysurance shall have no liability to Participant.
- To receive Recovery Services under the 360 Protect Program, Participant agrees to:
- Provide documentation evidencing the Participant’s date of enrollment in the 360 Protect Program;
- Provide log files and information about the symptoms and causes of a network compromise pertaining to the claim; and
- Verify cyber event via log files and/or other documentation of malicious code that resulted in loss of data and/or records that triggered a violation of state and/or federal regulatory enforcement to which Participant is subject.
- Cysurance will
- Obtain log files and information from Participant about Participant’s symptoms and causes of a network compromise with the Covered Software System/Service;
- Obtain verification from Participant of Events via log files and/or other documentation of malicious code that resulted in loss of data and/or records that triggered a violation of state and/or federal regulatory enforcement to which Participant is subject;
- Obtain documentation from Participant relating to:
- an audit failure;
- assessed fines related to audit failure or cyber event; and
- efforts to reduce the fine through suggested remedies;
- Obtain Participant’s records verifying the cost paid to remediate the Event if Recovery Services were not utilized;
- Warranty Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, CYSURANCE MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY TO PARTICIPANT, REGARDING OR RELATING TO THE 360 PROTECT PROGRAM OR ITS SOLUTIONS PROVIDED TO PARTICIPANT UNDER THIS AGREEMENT OR THE SOLUTIONS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE 360 PROTECT PROGRAM WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION THEREOF OR ACCESS THERETO WILL BE ERROR FREE, CURRENT OR UNINTERRUPTED. TO THE GREATEST EXTENT ALLOWED BY LAW, CYSURANCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
- Limitation of Liability. FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, CYSURANCE, AND CYSURANCE’S AFFILIATES, EMPLOYEES, DIRECTORS, AGENTS, LICENSORS, LICENSEES, RESELLERS, DISTRIBUTORS, OR SERVICE PROVIDER WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOST REVENUES, PROFITS, BUSINESS OR GOODWILL, BREACHES BY PROVIDER, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL CYSURANCE’S LIABILITY EXCEED $100. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT CYSURANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Updates. Cysurance reserves the right to modify this Agreement and any terms related to the 360 Protect Program in Cysurance’s sole discretion. Should Cysurance make any modifications to the Agreement or the 360 Protect Program, Cysurance will post the amended terms at TERMS LINK and will update the “Last Updated Date” within such document or provide notification by such other reasonable notification method implemented by Cysurance.
- Termination. This Agreement, the 360 Protect Program, and Participant’s Enrollment Term may be terminated by Cysurance for convenience and for any reason in Cysurance’s sole discretion and Cysurance will have no further liabilities to Participant under this Agreement. Cysurance will use commercially reasonable efforts to notify Participant of any such termination. For the avoidance of doubt, termination of the Solutions Agreement shall terminate this Agreement, but termination of this Agreement shall not terminate the Solutions Agreement.
- Cancellation. Cysurance may cancel the 360 Protect Program at any time for any reason. Participant may cancel by sending written notice with the Program Agreement Number to email@example.com or firstname.lastname@example.org.
- Survival. Sections 1, 6, 7, 9 and 11 will survive the non-renewal or termination of this Agreement.
12.1 Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day after the date sent, if sent for overnight delivery by a generally recognized international courier (e.g., FedEx, UPS, DHL, etc.) (receipt requested); or (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Cysurance’s address for notification purposes shall be: 3123 Riva Rd Unit 161, Riva, MD 21140. Participant’s address for notification purposes shall be as set forth the Solutions Agreement. Either party may update its notice address upon written notice to the other party.
12.2 Participant shall not be entitled to assign, subcontract, delegate or otherwise transfer any of its rights and/or duties arising out of this Agreement and/or parts thereof to third parties, voluntarily or involuntarily, including by change of control, operation of law or any other manner, without Cysurance’s express prior written consent. Any purported assignment, subcontract, delegation, or other transfer in violation of the foregoing shall be null and void.
12.3 This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Santa Clara County, California in English and in accordance with the JAMS International Arbitration Rules then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
12.4 No failure or delay by Cysurance in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.5 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purpose of such void or unenforceable provision.
12.6 This Agreement (including the exhibits hereto) constitutes the parties’ entire agreement by and between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding by and among the parties with respect to such subject matter.
12.7 Cysurance is not responsible for any failures or delays in performing under the 360 Protect Program that are due to events outside of Cysurance’s reasonable control.
12.8 The 360 Protect Program may not be available in all jurisdictions and is not available where prohibited by law.
360 Protect Program Confirmation Summary
Subject to all terms and conditions in the Subscriber Agreement, the 360 Protect Program provides the following coverage limitations:
Participants enrolled in the $500,000 Level*
Program Service Coverage – $500,000 level
Ransomware Event & BEC Event
A Maximum of $100,000 USD
A Maximum of $100,000 USD
Cyber Legal Liability Event *
Business Income Event
A Maximum of $250,000 USD
A Maximum of $50,000 USD
(There is a $2,500 USD per-claim deductible that applies to this Event)
$ 50,000 USD
Participants Enrolled in the $1,000,000 Level*
Program Service Coverage – $1,000,000 level
Ransomware Event & BEC Event
A Maximum of $200,000 USD
A Maximum of $200,000 USD
Cyber Legal Liability Event *
Business Income Event
A Maximum of $500,000 USD
A Maximum of $100,000 USD
(There is a $2,500 USD per-claim deductible that applies to this Event)
* Participant must first exhaust any other service guarantee that would apply to these expenses.