CIS Albert Cloud Networking Monitoring Services Terms and Conditions

Upon acceptance by Customer, these Terms and Conditions shall constitute an Agreement and shall govern the purchase of Albert Cloud Monitoring Services, as defined herein below, between Center for Internet Security, Inc. (“CIS”) located at 31 Tech Valley Drive, East Greenbush, NY 12061-4134, and Customer (CIS and Customer each a “Party” and collectively referred to as the “Parties”).

I. Definitions

A. Albert Cloud Monitoring Services. Intrusion detection system monitoring with analysis of raw network data, of a specified Customer’s virtual private cloud environment via installation of an Albert cloud virtual appliance, with event notification and delivery. Also referred to as “Services.”

B. Security Operation Center (SOC) – 24 X 7 X 365 watch and warning center that provides network monitoring, dissemination of cyber threat events and threat identification and mitigation recommendations.

II. Selection of Albert Cloud Monitoring Services

CIS hereby agrees to supply Customer with the Albert Cloud Monitoring Services as set forth in an Order. Additional Albert Cloud Monitoring Services may be ordered by Customer during the Term of this Agreement by submitting a written request to CIS. The Service Start Date of subsequent Orders for Albert Cloud Monitoring Services will be dependent upon CIS receiving sufficient information to begin services, but shall terminate as of the end of the applicable Term, as specified in Section V below.  Additional Cyber Security Services may also be ordered by Customer by separate agreement with CIS.

III. Consideration, Payment Terms

A. ConsiderationAs consideration for the Albert Cloud Monitoring Services, Customer hereby agrees to pay to CIS the costs for the applicable term as set forth in an Order.

B. Pricing for Subsequent Terms. At least thirty (30) days prior to the end of any Term of this Agreement, CIS shall provide Customer with updated pricing for Albert Cloud Monitoring Services to apply for the subsequent Term.  Unless Customer terminates the Agreement in accordance with the provision of Section V(A) of this Agreement, the Parties agree that an Order will be provided to incorporate the updated pricing for the subsequent Term.

C. Payment Terms. CIS shall invoice Customer for the Albert Cloud Monitoring Services. Unless otherwise agreed to by the Parties in writing, Customer shall pay CIS within 30 days of receipt of Invoice.

IV. Responsibilities of the Parties

A. Customer Responsibilities

1. Customer acknowledges and agrees that CIS’s ability to perform the Albert Cloud Monitoring Services is subject to Customer fulfilling certain responsibilities listed below and that CIS shall not have any responsibility to perform or to continue to perform Albert Cloud Monitoring Services in the event Customer fails to meet its responsibilities described below.

2.  Prior to commencement of Albert Cloud Monitoring Services, Customer shall provide the following:

a.  A completed Pre-Installation Questionnaire (PIQ) in the form provided by CIS. The PIQ will need to be revised whenever there is a change that would affect CIS’s ability to provide the Albert Cloud Monitoring Services.

b. A completed Escalation Procedure Form including the name, e-mail address and 24/7 contact information for all designated Points of Contact (POC).

3.  During the Term of this Agreement, Customer shall provide the following:

a. Maintenance of Customer’s cloud service provider service, including compliance with any applicable terms and conditions. In the event that Customer changes cloud service providers or terminates its cloud service during the Term, Customer shall provide CIS with at least 30 days advance written notice of such change or termination.

b.  A revised Escalation Procedure Form must be submitted when there is a change in status for any POC.

c. Maintenance of the network infrastructure that connects to and sends traffic to CIS Albert Cloud Sensor infrastructure. In the event of a planned or unplanned network outage affecting this portion of Customer’s network infrastructure, Customer shall provide written notification to CIS SOC; and

d. Active involvement with CIS SOC to resolve any tickets requiring Customer input or action.

B. CIS Responsibilities

1.    Monitoring and Event Related Services.  CIS will provide the following monitoring and event related services:

a.  Specifications for the cloud services to be purchased by Customer for provision of the Albert Cloud Monitoring Services.

b. Analysis of events from monitored Albert cloud virtual appliances for attacks and malicious traffic.

c. Analysis of security events.

d. Correlation of security raw network data and threat events with information from other sources.

e. Notification of security events per the Escalation Procedures provided by Customer.

f.  24/7 telephone (1-866-787-4722) availability for assistance with resolution of security events detected by the Albert Cloud Monitoring Services.

2. Management. CIS will be responsible for the correct functioning of Albert Cloud Monitoring Services, including ensuring that all upgrades, patches, configuration changes and signature upgrades are applied.

V. Term of this Agreement; Termination

A.  Term.  This Agreement will commence on the date it is accepted by the Customer (the “Effective Date”), and Albert Cloud Monitoring Services will start as of the date that all pre-service requirements as set forth above are met and monitoring services are available (the “Service Start Date”). This Agreement shall continue in full force and effect for a minimum period of twelve (12) months from the Service Start Date (the “Term”), unless otherwise earlier terminated pursuant to the terms of this Section V.

B. Termination. Unless otherwise agreed to in writing by the Parties, either CIS or Customer may terminate this Agreement and any Albert Cloud Monitoring Service being provided under this Agreement by providing written notice to the other Party ninety (90) days prior to such termination. The Parties expressly agree that termination for convenience by Customer shall not absolve Customer of its obligation to pay for the Services for the full period of the Term and such cancellation for convenience shall result in Customer remitting payment in full to CIS for any obligations for the remainder of the then-current Term, within thirty (30) days of receipt of an Invoice from CIS.

VI. Title, Limitation of Warranties and Liability

A. The Customer shall own all right, title and interest in its data that is provided to CIS pursuant to this Agreement. Customer hereby grants CIS a non-exclusive, non-transferable license to access and use such data to the extent necessary to provide Albert Cloud Monitoring Services under this Agreement.

B. LIMITATION OF LIABILITY. CIS DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY ACT OR OMISSION OR OTHER PERFORMANCE RELATED TO THE PROVISION OF ALBERT CLOUD MONITORING SERVICES OR FOR THE ACCURACY OF THE INFORMATION PROVIDED AS PART OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

C. Right to Subcontract.  In order to facilitate its performance of the Agreement, CIS may utilize a third-party subcontractor ("Subcontractor") to provide any or all of the services required of it under this Agreement. Prior to any such subcontracting, CIS shall enter into a written agreement with Subcontractor in which Subcontractor accepts responsibility for all obligations that would otherwise be performed by CIS in accordance with the terms of this Agreement.  Any written agreement between CIS and Subcontractor shall ensure for the provision of confidential information to require that Subcontractor abides by the same Confidentiality Terms contained herein. Customer may be directed to interact and communicate with Subcontractor at CIS’s direction.

VII.  Confidentiality Obligation

CIS acknowledges that certain confidential or proprietary information may either be provided by Customer to CIS or generated in the performance of the Albert Cloud Monitoring Services, including without limitation:  information regarding the infrastructure and security of Customer’s information systems; assessments and plans that relate specifically and uniquely to the vulnerability of Customer’s information systems; the results of tests of the security of Customer’s information systems insofar as those results may reveal specific vulnerabilities; or information otherwise marked as confidential by Customer (“Confidential Information”).  Customer acknowledges that it may receive from CIS trade secrets and confidential and proprietary information (“Confidential Information”).  All Parties agree to hold each other’s Confidential Information in confidence to the same extent and the same manner as each Party protects its own confidential information, but in no event will less than reasonable care be provided and a Party’s information will not be released in any identifiable form without the express written permission of such Party or as required pursuant to lawfully authorized subpoena or similar compulsive directive or is required to be disclosed by law, provided that the Customer shall be required to make reasonable efforts, consistent with applicable law, to limit the scope and nature of such required disclosure.  CIS shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers, employees and CIS’s federal partners provided that they agree to protect the Confidential Information to the same extent as required under this Agreement.  The Parties agree to use all reasonable steps to ensure that Confidential Information received under this Agreement is not disclosed in violation of this Section VII.  The obligations of the Parties pursuant to this paragraph shall survive the termination of this Agreement. Nothing in this Agreement shall prohibit CIS from using aggregated data of its customers in any format for any purpose, provided that such data cannot be identified to or associated with Customer.

VIII.   Force Majeure

No Party shall be liable for performance delays or for non-performance due to causes beyond its reasonable control.

IX.     No Third-Party Rights

Except as otherwise expressly stated herein, nothing in this Agreement shall create or give to third parties any claim or right of action of any nature against Customer or CIS.

X.      Assignment

No Party may assign its rights and obligations under this Agreement without the prior written approval of another Party, which approval shall not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon and inure to the benefits of each Party and its respective successors and assigns.

XI.  Notices

A. All notices permitted or required hereunder shall be in writing and shall be transmitted either: via certified or registered United States mail, return receipt requested; by facsimile transmission; by personal delivery; by expedited delivery service; or by e-mail with acknowledgement of receipt of the notice.

Such notices shall be addressed to CIS as follows:

 

CIS

Name:          CIS Services

Address:      Center for Internet Security, Inc.

31 Tech Valley Drive

East Greenbush, NY 12061-4134

Phone:        (518) 880-0766                

E-Mail:        CIS_Services@cisecurity.org

                   With a copy to legalnotices@cisecurity.org

 

Customer shall provide appropriate notice information to CIS.

B.  Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile transmission or email, upon receipt.

C.  The Parties may, from time to time, specify any new or different contact information as their address for purpose of receiving notice under this Agreement by giving fifteen (15) days written notice to the other Parties sent in accordance herewith. The Parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under this Agreement.  Additional individuals may be designated in writing by the Parties for purposes of implementation and administration, resolving issues and problems and/or for dispute resolution.

XII.    Governing Law and Jurisdiction

Unless otherwise specifically prohibited by the laws of Customer’s jurisdiction, any disputes arising in connection with this Agreement shall be governed and     interpreted by the laws of the State of New York without regard to its conflict of    law provisions. In the event that the laws of Customer’s jurisdiction require that the laws of that jurisdiction apply to all contracts entered into by       Customer, then the laws of that jurisdiction shall apply.

XIII.   Non-Waiver

None of the provisions of this Agreement shall be considered waived by any Party unless such waiver is given in writing by the other Parties.  No such waiver shall be a waiver or any past or future default, breach or modification of any of the terms, provision, conditions or covenants of the Agreement unless expressly set forth in such waiver.

XIV.   Entire Agreement; Amendments

This Agreement and the appendices attached hereto constitute the entire understanding and agreement between the Parties with respect to the subject matter hereof and replace and supersede all prior understandings, communications, agreements or arrangements between the Parties with respect to this subject matter, whether oral or written. This Agreement may only be amended as agreed to in writing by all Parties.

XV.    Partial Invalidity

If any provision of this Agreement be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

 

APPENDIX A

For Albert Cloud Monitoring Services in Microsoft Azure:

PRODUCT CODE PRODUCT NAME UNIT OF TERM MONTHLY COST
CIS-ALB-SM-BW-PR-CLD-AZU CIS Albert Azure Cloud Bandwidth Utilization – Tier 1 – 12 Month Commitment Month $329.00*
CIS-ALB-SM-MON-PR-CLD-AZU CIS Albert Azure Cloud Network Monitoring & Management – Tier 1 – 12 Month Commitment Month $610.00*
CIS-ALB-SM-EP-PR-CLD-AZU CIS Albert Azure Cloud Endpoints Year $12.90*
CIS-ALB-SM-DSQ-PR-CLD-AZU CIS Albert Azure Cloud Additional Data Storage & Query per 100MB Month $40.00**
CIS-ALB-SM-ABW-PR-CLD-AZU CIS Albert Azure Cloud Additional Bandwidth per 100MB Month $129.00**

 *Denotes minimum charges that Customer will be assessed on a monthly basis.

**Denotes additional charges that Customer may incur as a result of usage

Invoices will be provided to Customer on a monthly basis in arrears.  A Customer’s monthly invoice may vary due to fluctuating usage and addition of endpoints.