CIS Cyber Audit Platform License Agreement

This Cyber Audit Platform License Agreement (this “Agreement”), having an Effective Date as of the last date of signature of both Parties hereto, by and between Center for Internet Security, Inc. (“CIS”) and Customer (CIS and Customer, each a “Party”).

WHEREAS, CIS is a nonprofit organization that supports a wide range of entities to improve cybersecurity efficiency and effectiveness, including through its work as the Multi-State Information Sharing & Analysis Center (“MS-ISAC”) and the Elections Information Sharing & Analysis Center (“EI-ISAC”); and

WHEREAS, CyberWA, a cybersecurity firm that offers professional cyber protective services to clients (“CyberWA”); and

WHEREAS, CyberWA has developed a Cyber Audit Platform/Cyber Defense Tool (the “Tool”) which utilizes a proprietary methodology to assess an entity’s susceptibility to a cyber compromise and provides the user with one or more action items mapped to internationally accepted cybersecurity standards, as more fully described by CyberWA in its published online materials, found at; and

WHEREAS, CIS has contracted with CyberWA, Inc. to purchase a number of licenses to use the Tool, which licenses CIS has been authorized to sell to third parties; and

WHEREAS, Customer, being a member of the EI-ISAC and/or MS-ISAC, wishes to obtain, through CIS, a license to use the Tool;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:



     1.  Term. Within five (5) days of the Effective Date, CIS agrees to enable an account for Customer with CyberWA, providing Customer with access to the Tool for a one-year period running from the Effective Date of this Agreement (the “Term”). 

         a. At the end of the Term, this Agreement may be renewed for one or more additional terms (each a “Renewal Term”) by signing an order that CIS shall provide, detailing the price and any additional or revised terms and conditions that will apply to the Renewal Term.

     2.  License Fee. In consideration for access to the Tool, Participant agrees to pay CIS a fee (the “License Fee”) in the amount set forth in an order provided by CIS to Customer (the “Order”). The License Fee shall be paid within thirty (30) days of the Effective Date, in the manner specified in the Order.

     3.  Customer Information.

           a. The Tool will prompt Customer to provide various types of information, which may include confidential or other sensitive data concerning the Customer and its networking, security and IT policies and procedures (the “Self-assessment Data”). Based upon the Self-assessment Data, the Tool will generate one or more reports including suggested action items and other customized information (the “Report”). Customer acknowledges and agrees that personnel of both CIS and CyberWA will have access to Customer’s Self-assessment Data and to the Report.

           b. CIS will not share any of Customer’s Self-assessment Data outside of CIS except with CyberWA, and only to the extent necessary to provide services hereunder. Notwithstanding the foregoing, CIS shall be permitted to utilize anonymized and aggregated data obtained pursuant to this Agreement for its internal business purposes.

           c. CIS will purge all Self-assessment Data from the Tool approximately forty-five (45) days after the termination of this Agreement.

     4.  No warranty. CIS makes no warranty, express or implied, to Customer regarding CyberWA or the Tool. Any actions or decisions Customer makes, or declines to make, based on or informed by its use of the Tool are made solely at Customer’s discretion. CIS shall have no liability whatsoever to Customer arising out of or in connection with Customer’s dealings with CyberWA, the Report or the Tool.

     5.  Marketing. Participant agrees to receive marketing messages from CIS regarding recommended products and services, based on its Self-assessment Data and/or the Report. Participant may withdraw such consent at any time by contacting [email protected].

     6.  CyberWA End User License Agreement. As a condition to using the Tool, Customer acknowledges that it will be required to accept and adhere to CyberWA’s End User License Agreement (the “CyberWA Agreement”) which is a legal agreement solely between Customer and CyberWA.

     7. Termination.

           a. Customer may terminate this Agreement for any reason, or for no reason, by providing fifteen (15) days’ notice to CIS.

           b. Customer acknowledges that CIS’ ability to provide Customer with access to the Tool is wholly dependent upon CyberWA’s continued agreement to provide license for its Tool to CIS. In the event that the contract between CIS and CyberWA is terminated prior to the expiration of the Term, CIS shall promptly inform Customer. In such event, Customer shall have an additional thirty (30) days to complete its use of the Tool from the date on which CIS sends Customer the notice.

           c. In the case of an early termination of this Agreement as described in Section 7.a or b, Customer will not be entitled to a refund of the License Fee.

     8. Choice of Law. This Agreement and the rights and obligations of the Parties hereto shall be governed by and construed in accordance with and subject to the laws of the State of New York, without regard to conflict of law principles.

Contract version 4/25/24