Effective Date: June 1, 2024

These Terms of Service (“Terms”), together with the documents and policies incorporated and referenced in these Terms, are a contract (the “Agreement”) between Cyber Defense Group, Inc, a Delaware corporation (“CDG”), and the client (“Client”) listed on the applicable proposal, statement of work (“SOW”), work order or like document (each, an “SOW”).  This Agreement governs Client’s use of or interactions with CDG’s products, services, or other offerings (collectively, the “Services”), including but not limited to our Incident Response Services and monthly recurring services (“Subscription(s)”), including CSaaS or vCISO Services.

In the event of an ambiguity, conflict or inconsistency between the terms and conditions of this Agreement and those of any SOW, the terms and conditions of the SOW shall control in all instances. CDG will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Client in any receipt, acceptance, confirmation, correspondence, or otherwise, unless CDG specifically agrees to such provision in writing and signed by an authorized agent of CDG.

CDG reserves the right to make non-material changes to these Terms , without additional notice to the Client. The revised Terms will be effective on the date of posting, but will not apply retroactively to any event occurring before the date the revised terms are posted. It is the Client’s responsibility to periodically review these Terms to stay informed of any non-material updates. Client agrees to and accepts any changes to these Terms by continuing to use CDG’s Services after the Effective Date. No other modification to these terms of service will be effective unless made in a writing signed by both parties to the agreement.

By signing an SOW or by engaging the Services, Client consents to and agrees to comply with these Terms.

1. Services.  Client hereby engages CDG to perform the services (the “Services”) and/or provide the products (the “Products”) as described in the applicable SOW.  CDG warrants that it will perform the Services in a professional manner consistent with generally accepted industry standards applicable to the performance of like services.  However, except as otherwise expressly set forth in this Agreement, there are no formal deliverables or acceptance criteria defined and CDG’s Services are deemed accepted as they are performed.  EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE SERVICES ARE PROVIDED “AS IS” AND CDG EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DESIGN OR SUITABILITY, OR QUALITY OF SERVICE.  NO WARRANTIES SHALL ARISE UNDER THIS AGREEMENT FROM COURSE OF DEALING OR USAGE OF TRADE.

2. Fees; Expenses.  As full and complete consideration for the Services, Client agrees to pay CDG total fees inclusive of any and all taxes, as set forth in the applicable SOW(s) and in accordance with this Section 2 and the applicable Payment Terms contained in Schedule I, which is attached hereto and made a part hereof.  All deposits or prepayments made hereunder are non-refundable unless otherwise set forth in the applicable SOW.  In addition to the Fees, Client shall reimburse CDG for CDG’s reasonable, actual, and documented out-of-pocket expenses incurred in performing the Services in accordance with CDG’s Expense Reimbursement Policy contained in Schedule I.

3. Confidentiality
   1. Confidential Information.  For the purposes of this Agreement, “Confidential Information” means and includes the terms of this Agreement and any specifications, customer lists, subscriber lists, vendor, partner or agent lists, business plans, market launch schedules, drawings, sketches, models, samples, data, computer programs, proprietary data, intellectual property, know-how, proprietary systems or related documentation, or nonpublic technical, customer, financial or business information which is furnished or disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) or to which the Receiving Party has access in the course of the conducting of the business and transactions contemplated by this Agreement.  Notwithstanding the foregoing, the term Confidential Information shall not include information that (i) is publicly known at the time of its disclosure, (ii) is lawfully received by the Receiving Party from a third party not under an obligation of confidentiality to the Disclosing Party, (iii) is published or otherwise made known to the public or to a third party without imposing an obligation of confidentiality by the Disclosing Party, or (iv) was generated independently by the Receiving Party without use or reference to the Confidential Information of the Disclosing Party.

2. Restrictions. The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information to any person, or permit any person to use, examine or reproduce Confidential Information without the prior written consent of the Disclosing Party unless disclosure is required by a valid subpoena, court order, government, judicial or regulatory authority or applicable law (in which case, the Receiving Party shall, to the extent legally permissible, notify the Disclosing Party of such request or requirement, reasonably cooperate with the Disclosing Party, at the Disclosing Party’s cost, to obtain the appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and, in the event such protective order or remedy is not obtained or compliance with this Agreement is waived, disclose only that portion of the Confidential Information that is legally required to be disclosed).  The Receiving Party shall exercise at least the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information which it exercises to protect the confidentiality of its own similar confidential information, but in no event less than reasonable care.  Nothing herein can be construed to limit any greater or longer protections afforded to trade secrets under applicable law.  Neither party shall disclose, publicize or advertise in any manner the specific terms of this Agreement, including pricing, without the prior written consent of the other party.

3. Limited Rights of Disclosure. Anything to the contrary notwithstanding, the Receiving Party may, without the prior specific written authorization of the Disclosing Party, disclose and make available the Disclosing Party’s Confidential Information, on a confidential and restricted basis, to its employees, agents, independent contractors, and advisors who have a reasonable need-to-know or have access to such information and materials in connection with their obligations under this Agreement and the performance of the Services and who have been informed of and agreed to the confidentiality obligations under this Agreement.

4. Notice of Breach. The Receiving Party will promptly notify the Disclosing Party of any theft or unauthorized disclosure, reproduction or use of any Confidential Information, or any part of such information, of which the Receiving Party has knowledge.

5. Return of Information. Upon the request by the Disclosing Party, the Receiving Party shall, at its cost, return to the Disclosing Party or destroy all copies of documents, papers or other material which may contain or be derived from the Confidential Information, which are in its possession or control.  The Receiving Party shall, upon request by the Disclosing Party, provide a certificate signed by the Receiving Party in form and substance satisfactory to both parties, stating that all the Confidential Information has been returned or destroyed in accordance with this Section 3.5.  Notwithstanding anything in this Section to the contrary, the Receiving Party may retain Confidential Information if such is legally required, but the confidentiality obligations above shall apply to any Confidential Information for as long as such is retained.

6. Injunctive Relief.  The Receiving Party acknowledges that any violation of the provisions of this Section 3 may result in irreparable harm to the Disclosing Party, that the Disclosing Party may have no adequate remedy at law, and that the Disclosing Party shall have the right to seek equitable relief by the way of injunction to restrain such violation and to seek such further relief it may be entitled at law or in equity.

7. No Warranty.  THE PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE OTHER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE CONFIDENTIAL INFORMATION.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND EACH PARTY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

4. Client Responsibilities.  CDG’s ability to perform its obligations under this Agreement is dependent on Client providing timely, complete and accurate information to CDG.  Client represents and warrants that (i) to the best of its knowledge, all information provided to CDG hereunder is accurate and complete and CDG may act on such information in its performance of the Services; and (ii) it has the unrestricted right and authority to enter into this Agreement and to perform its obligations hereunder.  Client is responsible for the timely coordination of its internal resources as necessary.  If Client’s actions or responsibilities hereunder are delayed or impact CDG’s ability to perform the Services or provide the Products for any reason, Client understands and agrees that CDG may delay Services, provide a revised SOW To the Client, and/or require additional fees be due.

5. Term & Termination.  This Agreement commences on the Effective Date (as defined in the applicable SOW) and will continue in full force until terminated by either Party (“Term”).  Client may terminate this Agreement: (i) upon thirty (30) days prior written notice to the CDG of a material breach by CDG if such breach remains uncured at the expiration of such thirty (30) day notice period; or (ii) immediately in the event CDGbecomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. CDG may terminate this Agreement at any time, with or without cause, by providing written notice to the Client. If the Agreement is terminated, all SOWs are simultaneously terminated and Client shall, as of the date of any termination, immediately cease accessing and otherwise utilizing the applicable Services and any CDG Confidential Information, CDG Equipment, or other licensed technology.  

Termination, for any reason, shall not relieve Client of Client’s obligation to pay all fees accrued or due and payable to CDG prior to the effective date of termination.  Client’s termination for any reason other than for an uncured material breach by CDG shall not relieve Client of Client’s obligation to pay all future amounts due under all SOWs.   This includes Client’s obligation to pay for all months remaining in Client’s Subscription(s) as defined in any SOW. For clarity, if Client agrees to a 12-month Subscription(s) and terminates, except for material breach, after month 6, the remaining 6 months become due and payable at time of Client’s termination.

6. CDG & Client Equipment.  In connection with providing certain Services hereunder (for example, in order to provide  Services remotely), CDG may co-locate one of its devices and/or other equipment (the “CDG Equipment”) with the servers and equipment owned by Client (the “Client Equipment”).  Both parties agree and acknowledge that Client owns all right, title, and interest in and to the Client Equipment and CDG owns all right, title, and interest in and to the CDG Equipment.  CDG may charge rental fees for the time that CDG Equipment is used within Client’s environment.  Upon the expiration or earlier termination of this Agreement, the CDG Equipment shall be immediately returned to CDG in good working order within five business days or Client may be charged the full cost of such CDG Equipment.  Client shall be responsible for damage to CDG Equipment beyond reasonable wear and tear and shall reimburse CDG for the cost of repairing such damage.

7. Ownership of CDG IP & Deliverables.  As between CDG and Client, CDG owns all right, title and interest in and to all pre-existing, independently developed, generic or client-agnostic tools, methodologies, software, technology, know-how, information, materials, data or content that CDG creates, uses, enhances, adapts or improves in the course of its business and all derivatives, improvements and modifications thereof and all intellectual property related thereto (collectively, the “CDG IP”).  To the extent any CDG IP is integrated into the Services or Products, such CDG IP is hereby licensed to Client on a non-exclusive, revocable, non-sublicensable, non-transferable basis to use, transfer, or license solely as integrated into the Services or Products, as instructed and without modification during the Term.  Except for the CDG IP, upon payment of all Fees due hereunder, all intellectual property rights in and to any documentation, drawings, data, or information created or produced by the CDG in performing the Services under this Agreement (the “Deliverables”) will be the property of Client.

8. CDG Licensed Technology Products.  In furtherance of the Services hereunder, CDG may permit Client to use certain of its proprietary software-as-a-service applications (the “Licensed Technology Products”), including but not limited to its Blink service.  Any such use by Client is completely voluntary and is subject to the Licensed Technology Product Terms attached hereto and made a part hereof as Schedule II.

9. Third Party Products.  In furtherance of the Services hereunder, CDG may recommend that Client procure certain third party products such as software or software-as-a-service (“SaaS”) applications.  Client may be responsible for engaging with any such third parties directly and no license to use any such applications shall be inferred by mere nature of this Agreement.  CDG makes no representations or warranties regarding such third parties, their products or services, or the interoperability of their products and services with Client’s technical infrastructure. Client hereby releases CDG from any liability in connection with any third party products.

10. Indemnification.  
    1. Indemnification.  Each party shall defend, indemnify and hold harmless the other and each of its subsidiaries and affiliates, and their respective officers, directors, employees, agents, representatives, successors and assigns from and against any and all third party claims, demands, liabilities, losses, damages, expenses of any kind or nature whatsoever (“Claim(s)”) arising out of, relating to, or in connection with (a) the indemnifying party’s gross negligence or willful misconduct; or (b) a breach by the indemnifying party of any of its representations, warranties, covenants, duties or obligations under this Agreement.  The foregoing indemnity by CDG will not apply (a) where CDG relied upon information provided by Client and the Claim arises from such reliance; (b) where Client, despite being advised of the risk of a Claim, specifically directed CDG to proceed with the action giving rise to such Claim; or (c) where Client damaged, misused or modified the Services or the Deliverables and the Claim would not have occurred but for such damage, misuse or modification.

2. Indemnification Procedures.   Each party shall notify the other promptly in writing of any Claim about which it becomes aware.  The indemnifying party may designate its counsel of choice to defend such Claim at the sole expense of the indemnifying party and/or its insurer(s), so long as such counsel is reasonably acceptable to the indemnified party.  The indemnified party may, at its own expense, participate in the defense.  In any event, the indemnifying party shall keep the indemnified party informed of, and shall consult with the indemnified party in connection with, the progress of any investigation, defense or settlement. Further, the indemnifying party shall not, without the indemnified party’s prior written consent (which consent will be in indemnified party’s sole and absolute discretion), settle or compromise any claim if such settlement or compromise would (i) require any admission or acknowledgment of wrongdoing or culpability by the indemnified party, (ii) in any manner, interfere with, enjoin, or otherwise restrict any project, production or other activity of the indemnified party, or (iii) provide for any non-monetary relief to any person or entity to be performed by the indemnified party.

3. Limitation of Liability.  IN NO EVENT IS EITHER PARTY LIABLE TO THE OTHER OR ANY AFFILIATE FOR ANY LOST REVENUE, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.  CLIENT’S PAYMENT OBLIGATIONS SHALL NOT BE CONSIDERED CDG’S LOST PROFITS.  EACH PARTY’S TOTAL LIABILITY FOR DAMAGES TO THE OTHER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, FROM ANY CAUSE IS LIMITED TO THE FEES PAID AND/OR PAYABLE TO CDG BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO  THE CLAIM AROSE.

11. Governing Law; Venue; Attorney’s Fees.  This Agreement shall be governed exclusively by laws of the State of California, without regard to its conflicts of laws rules, and the parties agree that any and all disputes arising under this Agreement shall be adjudicated in the appropriate state or federal court within Los Angeles, California.  Should either party commence any legal action or proceeding in order to enforce or interpret any term or provision of this Agreement, the prevailing party shall recover its reasonable costs and attorney’s fees.

12. Non-Solicitation.  Client understands the time and expense CDG incurs to recruit and train personnel.  Accordingly, during the Term of this Agreement and for a period of two (2) years thereafter, Client shall not solicit, offer to hire, or hire any individual who is or has been one of CDG’s employees or contractors during the Term of this Agreement.  If Client shall hire any such employee or contractor in violation of this covenant, it shall pay to CDG an amount equal to two (2) times the employee’s or contractor’s then-annual salary or wages paid by CDG to such employee or contractor.

13. Publicity.  Neither party shall issue or release any statement or any marketing materials relating to this Agreement without the prior written consent of the other party, provided, however, that CDG may include Client’s name and/or logo in its general list of current and/or former customers in promotional and marketing materials (and such list shall not reference or indicate in any way the specific Services provided to Client).

14. Notices.  Any notice or other communication given hereunder or in connection herewith shall be sufficiently given if in writing and (a) affected by personal delivery; (b) sent by mail, registered or certified, postage prepaid with return receipt requested; or (c) sent by electronic mail with confirmation of receipt, to such addresses contained herein or as the parties may provide each other from time to time, in writing.  Such notice shall be deemed given on the date on which personally served, or if by mail, on the fifth (5th) day after being posted, or if by electronic mail, one (1) business day after being sent.  
15. Relationship of the Parties. This Agreement shall not create the relationship of agent, servant, employee, partnership, joint venture, or other association between Client and CDG.  Client may not assign or otherwise transfer this Agreement to any third party without CDG’s prior written consent.  
16. Assignability; Waiver.     CDG may delegate or assign its responsibilities under this Agreement without restriction.  No waiver of any term, condition or obligation of this Agreement is valid unless made in writing and signed by the party to which such performance is due.  No failure or delay by any party at any time to enforce one or more of the terms, conditions or obligations of this Agreement (i) constitutes waiver of such term, condition or obligation, (ii) precludes such party from requiring performance by the other party at any later time, or (iii) is deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.  
17. Miscellaneous.   Section headings contained herein are solely for the purpose of aiding in the speedy location of subject matter and do not represent material terms or conditions of this Agreement.  This Agreement has been negotiated at arm’s length between the parties hereto, both of which are sophisticated and knowledgeable in the matters dealt with in this Agreement.  Accordingly, any rule of law or legal decision that would require any ambiguities in this Agreement to be interpreted against the party that drafted it, is not applicable and is hereby waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the purpose and intent of the parties.    This Agreement may be executed in two or more counterparts, including by facsimile, electronic or email copy, each of which shall be deemed an original instrument, but all of which shall constitute one and the same instrument.  Except with regard to payment obligations, the performance of this Agreement by each party is subject to acts of God, war, government regulation or advisory, acts and/or threats of terrorism, civil disorder, fire, flood, explosion, earthquake, pandemic, disasters, accidents or other calamity or casualty, labor dispute, strikes or threats of strikes, curtailment of transportation facilities, and any other cause or circumstance beyond the control of such party making it illegal, impossible or impractical to perform the Services.  The following obligations will survive termination of this Agreement for any reason:  The obligations relating to Sections 2 (Fees; Expenses), 3 (Confidentiality), 5 (Term & Termination), 6 (CDG & Client Equipment), 7 (Ownership of CDG IP & Deliverables), 9 (Third Party Products), 10 (Indemnification), 11 (Limitation of Liability), 12 (Governing Law; Venue; Attorney’s Fees), 13 (Non-Solicitation), and 15 (Miscellaneous).  This Agreement is not contingent on the signing or effectiveness of any other agreement between the parties, if any.

SCHEDULE I

Payment Terms & Expense Reimbursement Policy

Block Time Hours:  Unless otherwise set forth in the applicable SOW, the fees consist of “Block Time Hours,” which are a pre-paid, non-refundable amount of hours to be spent on Services during a defined time period (e.g., Block Time Hours for a given month expire at the end of the month and do not roll over to the following month).  Fees for the initial Block Time Hours are due upon execution of this Agreement.  CDG will inform Client prior to exceeding the Block Time Hours, at which time Client may purchase an additional set of Block Time Hours.  If no term for expiration is explicitly set forth within the applicable SOW, Block Time Hours will expire after 90 days.

Incident Response Services:  Unless otherwise set forth in the applicable SOW, the fees for Incident Response Services are incurred on a Block Time Hours basis.

Subscription Services: CDG’s Subscription Services are provided on a fixed Subscription term as more particularly set forth in the applicable SOW. CDG amortizes the Service fees across the Subscription term. CDG utilizes metrics from years of service to other clients to calculate these amortized fees for Certain Services, such as instant messaging, email and phone calls that are amortized across the Subscription term. Should the Client go beyond the internal metrics utilized to calculate the Subscription fees by exceeding a three-month rolling average, Client hereby acknowledges that CDG is permitted to, and hereby authorizes CDG to, bill for such overages on an hourly basis at the rates set forth in the applicable SOW.  With regard to such overages, CDG’s Billable Hours Policy directly below shall apply. The Billable Hours Policy shall also apply to all Out of Scope work.  Client acknowledges that CDG may interchangeably use terms such as OBSP (Outcomes-Based Security Program), vCISO, or Cybersecurity-as-a-Service (CSaaS), as well as other branding and marketing terms, each of which is treated the same as the Subscription Services defined in this paragraph..

Billable Hours Policy:  To the extent billable time is applicable to the Services performed by CDG hereunder (e.g., with regard to Incident Response Services or Block Time Hours), CDG bills in increments of .5 hours.  CDG’s invoices will be accompanied by reasonably detailed time sheets identifying the time-keeper, the task completed and the associated project(s).  Unless otherwise set forth in the applicable SOW, CDG does not provide time sheets with regard to subscription-based Services (e.g., the Subscription(s)).

Invoices.  Fees for Services to be provided by CDG will be billed to Client as set forth in the applicable SOW and must be paid in full within 15 days of the date of invoice. If full payment has not been made within the 15 day period, CDG will provide notice to the Client of the late payment. CDG is authorized under this Agreement to assess a finance charge of the lesser of 1.5% per month, compounding monthly, or the highest amount allowed by law on all past due amounts.  Failure to pay more than 30 days after the date of invoice shall be a material breach of this Agreement and CDG shall be entitled to terminate this Agreement with no further obligations hereunder, in addition to pursuing any other remedies available to it.  Client shall reimburse CDG for its reasonable attorney’s fees incurred in collecting any amounts owed by Client hereunder.

Invoice Disputes.  To dispute an unpaid invoice, Client must, no later than the due date of the invoice, (1) notify CDG of the dispute by email at [email protected] and (2) pay all undisputed portions of the invoice.  If Client fails to pay the undisputed portions of an invoice by the due date of the invoice, or if it fails to provide notice as required in this section, it hereby waives its right to dispute any portion of the invoice.

Expense Reimbursement Policy:  Client shall reimburse CDG for CDG’s reasonable, actual, and documented out-of-pocket expenses incurred in performing the Services.  Such expenses include, but are not limited to, reasonable costs incurred for air fare, lodging, ground transportation, and meals.  CDG’s invoices will be accompanied by reasonable supporting documentation for such expenses.

SCHEDULE II

Licensed Technology Product Terms

This Schedule II applies to the extent the Services to be provided by CDG involve the provision of Licensed Technology Products as defined in the Terms.  In the event of any conflict between this Schedule and the Terms, this Schedule shall govern, but solely with respect to Licensed Technology Products.

A.          License.  Subject to the terms and conditions of this Agreement and the payment of all fees due hereunder, CDG grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Licensed Technology Products during the term of, for the uses described in, and in the territory described in, the applicable SOW.  If no uses are identified in the SOW, such uses shall be limited to Client’s applicable internal business purposes.  If no territory is identified in the SOW, such territory shall be limited to the United States.  UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING SIGNED BY CDG, CDG PROVIDES THE LICENSED TECHNOLOGY PRODUCTS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMERS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.

B.          Ownership.  CDG owns all right, title and interest in and to the Licensed Technology Products and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, and derivatives, improvements and modifications of the foregoing, and any intellectual property rights therein.  Except for the limited license granted above, no rights to the Licensed Technology Products are granted hereunder and all rights therein are reserved and any additional licenses or use shall be subject to additional charges.

C.           Feedback.  Client is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Licensed Technology Products (“Feedback”).  If, notwithstanding this policy, Client submits Feedback, Client understands and acknowledges that such Feedback is not submitted in confidence and CDG assumes no obligation, expressed or implied, by considering it.  All right, title and interest in and to such Feedback shall automatically and immediately be assigned to, and shall become the sole and exclusive property of, CDG upon its creation without any further action by either party.

D. License Restrictions.  Client shall not, and shall not permit any person or entity to directly or indirectly, except as permitted in the applicable SOW (a) display, perform or use, the Licensed Technology Products, (b) modify, copy, reverse engineer, decompile, disassemble, mimic, screen scrape, frame, mirror or create any derivative works of the Licensed Technology Products, or use any other means to discover the source code of any Licensed Technology Products; (c) distribute, sublicense, assign, sell, rent, lease, benchmark, transfer, time-share, pledge or otherwise make available to any third party the Licensed Technology Products; (d) intentionally damage, disable, overburdens, or impair the Licensed Technology Products, including without limitation, using or launching any automated system that sends more request messages in a given period of time than a human can reasonably produce in the same period or by transmitting harmful, disabling or malicious code or devices, or infringing, defamatory, fraudulent, unlawful, tortious, deceptive, abusive, indecent or otherwise offensive content through, or otherwise interfere with or disrupt, the Licensed Technology Products or related systems; (e) remove or alter any proprietary rights or other notices on the Licensed Technology Products; (f) use the Licensed Technology Products in violation of any applicable law, rule or regulation, including without limitation laws, rules and regulations concerning privacy and data security; (g) attempt to gain unauthorized access to the Licensed Technology Products, including without limitation by breaching, disabling, tampering with, or developing or using (or attempting to do the same) any workaround for the Licensed Technology Products or any security measure related thereto; (h) set, read, write, modify or delete any cookie on any Licensed Technology Products or related CDG systems, websites or domains; (i) not do anything that will make the Licensed Technology Products subject to any open source or similar license which creates an obligation to grant any rights in the Licensed Technology Products; or (j) create any service, software, documentation or data that is competitive with, confusingly similar or substantially similar to any aspect of the Licensed Technology Products.  Notwithstanding anything to the contrary herein, CDG may, in its sole discretion, immediately revoke the grant of rights contemplated herein if Client breaches the restrictions herein or creates other security or legal concerns.  Client hereby agrees that CDG will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Client’s obligations herein, without any requirement to demonstrate irreparable harm or post a bond.

E. Updates, Support and Uptime.  CDG may modify or update the Licensed Technology Products at any time, in its sole discretion.  After the effective date of such update, CDG shall bear no obligation to run, provide or support legacy versions of the applicable Licensed Technology Product.

F. Client Responsibilities.  Client shall be responsible for procuring all connectivity, equipment and software needed to access the Licensed Technology Products.  CDG shall provide Client with non-transferable access credentials for the Licensed Technology Products.  Client shall not (i) misrepresent or mask identities when using the Licensed Technology Products or seeking access credentials; (ii) select or use as a username a name that is already in use or that utilizes the rights of a person or entity other than Client without appropriate authorization; or (iii) select or use, as Client’s username, a name that is offensive, vulgar or obscene.  Client shall safeguard all access credentials provided by CDG and shall ensure the confidentiality and security thereof.  Client shall immediately notify CDG of any known or suspected unauthorized use(s) of Client’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Client login information.

G. Client Data.  As between the parties, Client owns all right, title and interest in and to the data entered by or on behalf of Client into the Licensed Technology Products (“Client Data”).  Client hereby grants CDG a non-exclusive, worldwide license to use, reproduce, modify, create derivative works of, display, perform and transmit Client Data solely in connection with CDG’s operation of the Licensed Technology Products.  CDG may disclose Client Data to its third party service providers as necessary to assist CDG in providing the Services. Client acknowledges and agrees that Client Data may be transmitted through CDG’s systems and reside on CDG’s systems for the Term of this Agreement.  CDG will not use or disclose Client Data except as permitted in this Agreement or as is otherwise requested or authorized by the Client.  Client is solely responsible for requesting a copy of Client Data prior to the effective date of termination of an applicable SOW.  Upon the effective date of termination, CDG may destroy Client Data, provided, however Client acknowledges that copies of Client Data could be retained on CDG’s systems as part of CDG’s regular backup procedures.  Unless otherwise acknowledged by CDG in writing, the Licensed Technology Products are not intended to process personally identifiable information other than username and business contact information.  As such, Client will not include any personally identifiable information, including but not limited to protected health information, in the Client Data.