This Agreement (the “Agreement”), is between Cyber Advisory Excellence LTD, a company registered under the laws of the State of Israel (“Cyber A.E”), and the Customer. Each of Cyber A.E and the Customer is hereinafter referred to as a “Party” and, together, as the “Parties”.
WHEREAS, Cyber A.E has developed a Cyber Insurance e-learning program aimed at educating users on the main terms and issues in the cyber insurance practice (the “Service”); and
WHEREAS Customer is interested in purchasing a license to use the Service internally within Customer’s organization for the education of Customer’s employees (the “Purpose”);
NOW THEREFORE, in consideration of the mutual covenants hereinafter, the Parties agree as follows:
Cyber A.E has developed a Cyber Insurance learning program aimed at providing users better understanding of the principle terms and issues in the cyber insurance practice.
The Service is comprised of 8 chapters with content about the cyber industry. Customer may request to revise such content or to include chapters on specific topics; Cyber A.E will do so provided that such revisions and/or additional content are acceptable to Cyber A.E at its sole and exclusive discretion. Cyber A.E’s refusal to revise or include certain content in the Service will not constitute a breach of this Agreement. Cyber A.E may charge additional fees for such revisions and/or additional content; if Cyber A.E decides to do so, it will notify Customer of such fees in advance. Customer shall be able to track its users’ activity on the Service. When a user finishes the learning program successfully as per Cyber A.E’s standards, it shall receive a certificate for successfully passing the Cyber Insurance Academy. The certificate will be valid for one (1) year from the date of completion of the program; thereafter, Customer will be able to renew its uses’ certificates for a one (1) year period at a time, subject to purchasing (and for the users’ completion of) the applicable advanced learning program, which includes additional content and updates relating to cyber insurance, and paying the applicable renewal fee.
Customer and all of its employees, agents, independent contractors or consultants shall not:
Any such improper use of the Service will result in irreparable harm to Cyber A.E for which monetary damages would be inadequate.
Customer may provide Cyber A.E with information about the Service’s use experience, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests (collectively, the “Feedback”). Customer hereby assigns all right, title and interest in and to the Feedback to Cyber A.E, including the right to make commercial use thereof, for any purpose Cyber A.E deems appropriate.
During the Term, Cyber A.E, either directly or with the assistance of third parties, will endeavor to provide Customer technical support for technical questions, problems and inquiries regarding the Service, during Cyber A.E’s business days and hours, and pursuant to its then-applicable support scheme, hours and channels. Cyber A.E will attempt to respond to Customer’s technical questions, problems and inquiries as soon as practicably possible. However, Cyber A.E makes no warranties to the successful or satisfactory resolution of the question, problem or inquiry; and may decline to provide such support for matters that it deems, in its sole discretion, to require unreasonable time, effort, costs or expenses. For the purpose of the provision of technical support for Customer’s technical questions, problems and inquiries, Customer will cooperate, and work closely with Cyber A.E, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as Cyber A.E reasonably requests.
In consideration for the License, Customer will pay Cyber A.E the fees specified in the Price Quote sent (the “Consideration”) according to the payment scheme specified therein. The Consideration is non-refundable.
The Consideration is exclusive of any excise, sales tax, VAT, withholding tax or other governmental charges or transaction charges. Customer shall bear all such taxes and charges, excluding taxes based solely on Cyber A.E’s net income, by grossing-up the Consideration accordingly.