by cybellum | Oct 5, 2016
IMPORTANT INFORMATION – PLEASE READ THIS Cybellum TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE OPENING YOUR ACCOUNT AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOLUTION (DEFINED BELOW). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN YOUR (“you” or “user“), ACCESS TO AND USE OF Cybellum’s (as defined below) SOLUTIONS AND CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND Cybellum. BY CREATING AN ACCOUNT WITH Cybellum AND/OR USING THE SOLUTIONS (IN WHOLE OR IN PART) IN ANY WAY OR MANNER, YOU AGREE THAT YOU ARE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT OPEN AN ACCOUNT WITH Cybellum AND IMMEDIATELY AVOID THE USE OF THE SOLUTIONS AND RETURN THEM TO Cybellum.
Cybellum reserves the right at any time to unilaterally modify the Agreement and to impose new or additional terms or conditions on your use of the Solution. In the event of material modifications or additions to the Agreement, Cybellum and/or a Cybellum distributor shall notify you via email or by means of a prominent notice on Cybellum’s website. BY CONTINUING TO USE THE SOLUTION OR ANY PART THEREOF FOLLOWING SUCH MODIFICATIONS, YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS.
Definitions
“Cybellum” shall mean (i) Cybellum Networks Inc. in the event that you are a US User; otherwise -(ii) Cybellum Networks Ltd..
“Hardware” shall mean all hardware equipment provided to you by Cybellum and/or its approved distributors pursuant to this Agreement, if any, listed in the Cybellum Account Plan.
“Intellectual Property Rights” shall mean any and all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains (“Trademarks“); (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
“Cybellum Account Plan” shall mean your account subscription plan as designated by Cybellum, and hereby incorporated and made an integral part of this Agreement.
“Services” shall mean (i) the Cybellum proprietary software as a service (Saas), based on Cybellum’s software, listed in Cybellum Account Plan, (ii) any Service that is delivered to you by Cybellum or its distributors or is provided with the Hardware; (iii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the foregoing, (iii) all related documentation included in the package and/or placed on Cybellum’s World Wide Web site.
“Solutions” shall mean the Service and Hardware.
“US User” shall mean a user that is an entity incorporated in the United States or a United States citizen/resident.
Title to Hardware. Risk of loss and damage to the Hardware shall transfer to you upon delivery DDP (Cybellum’s designated point of delivery) Incoterms 2010 (“Point of Delivery“). Hardware will not be sold but leased and title to the Hardware shall remain at all times with Cybellum. You shall bear all risk of loss and be solely responsible in respect of the leased Hardware until the leased Hardware is returned to Cybellum. Upon termination (by expiration or otherwise) of the Agreement, you shall at your sole cost and expense (including, without limitation, expenses of de-installation, storage, transportation and in transit insurance) and in accordance with any other instructions of Cybellum, promptly return the leased Hardware to Cybellum in the same operating order, repair, condition and appearance as when received, except for normal depreciation and wear and tear at the Point of Delivery or at such other address as directed by Cybellum. Until return of the leased Hardware to Cybellum, you shall be responsible for all storage and for proper and safe custody of the leased Hardware. Without derogating from your obligation to return the Hardware as described above, if you fail to return the leased Hardware within seven (7) days of the termination and/or expiration of the Agreement, you shall pay Cybellum the subscription fees for the applicable Solution at Cybellum’s rates until the leased Hardware is returned to Cybellum. Notwithstanding the foregoing, only to the extent explicitly stated in Cybellum Account Plan certain Hardware components shall be sold in which case title to the Hardware shall transfer to you only upon payment in full of all applicable fees to Cybellum..
Ownership. Notwithstanding any other provision to the contrary, all Confidential Information, Trademarks, Feedback (defined below) and the Solutions, including without limitation all Service and Hardware and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto (“Cybellum IPR“) are exclusively owned by Cybellum and/or its licensors. This Agreement does not convey to user any right, title or interest in the Cybellum IPR, other than the revocable and limited license to use the Service as set forth in Section 4 below (provided user paid all applicable fees in full).
Confidential Information. The Solutions contain valuable trade secrets of Cybellum and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Cybellum. User expressly undertakes to retain in confidence and to require its employees to retain in confidence all information and know-how in respect of the Solutions and/or that are transferred to, or discovered by user (“Confidential Information”). User expressly undertakes to (i) limit dissemination of the Confidential Information solely to its employees who have a need to know and who are bound by obligations and restrictions as to confidentiality and Intellectual Property Rights no less restrictive on said employees and no less protective of Cybellum IPR and Confidential Information than the terms hereof; (ii) not disclose the Confidential Information to any third party; and (iii) not use the Confidential Information for any purpose other than as explicitly permitted herein.
Grant of Rights. Subject to the terms and conditions of this Agreement (including payment of all applicable license fees) and for so long as user complies in full with all such terms and conditions, Cybellum grants user, and user accepts a limited, non-exclusive, personal, fee-bearing, non-transferable, non-sublicensable right to use the Service during the term set forth in the Cybellum Account Plan, solely in object code form, for personal use only by user and as part of the Solution. The license shall be granted until terminated pursuant to this Agreement.
User Obligations and Limitations on Use.
User shall not (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solutions or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance or create any derivative works or otherwise merge or utilize all or any part of the Solutions with or into any third party materials or components or attempt to access or discover the Service’s source code; (iii) place the Service onto a server so that it is accessible via a public network or use the Service for timesharing or Service Bureau purposes; (iv) ship, transfer, or export the Solution or any component thereof or use the Solution in any manner, prohibited by law, including without limitation to, sell, distribute, export or download Solutions: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) contest Cybellum’s Intellectual Property Rights to the Cybellum IPR; (vi) use the Service that is installed on or embedded or included in any Hardware on any server or hardware other than the Hardware as delivered by Cybellum or its distributor; (vii) remove or add any labels, notices or logos to the Solutions, (viii) perform any act or be responsible to any omission that is illegal or in Cybellum’s discretion jeopardizes, destabilizes. interrupts or encumbers the Solutions or their servers and/or has a detrimental impact on Cybellum and/or Cybellum IPR; (ix) transmit or upload any spam, viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (x) access any Solution and/or its servers through or use with the Solutions any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solutions; or (xi) cause or permit any third party to do any of the foregoing.
User is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Solutions, including without limitation paying all fees and other costs related to internet access. User shall use the Solutions in a proper environment as set forth in the Solution documentation and in compliance with the applicable operating instructions and all applicable laws and regulations and for no purpose other than as specifically authorized in the Solution documentation.
Payments. You shall pay Cybellum all applicable fees for the Solution as set forth in the Cybellum Account Plan. All fees are due net thirty (30) days from the date of invoice. Any amount not paid when due shall bear a late payment charge, until paid, in an amount equal to 1.5% per month or, if lower, the maximum rate allowed by law. In addition, you shall reimburse Cybellum for all reasonable costs (including legal fees and expenses) in collecting unpaid amounts owed under this Agreement. You will be responsible for all applicable sales, use and excise taxes and like charges imposed with respect to the Cybellum Solution, your use thereof or any services provided by Cybellum, except for taxes based on the net income of Cybellum.
SLA. Subject to user’s compliance with the terms of this Agreement (including payment in full of all applicable fees), Cybellum shall make reasonable efforts to provide the Services at the levels set forth in the Schedule A attached hereto (“SLA“).
Feedback. User agrees that any feedback or ideas user provides to Cybellum or distributors regarding any Solutions, their use or any suggested improvements, enhancements or derivatives (“Feedback“) thereto will be the exclusive property of Cybellum and shall be deemed as Cybellum IPR and Confidential Information. User shall not disclose or publish such Feedback or otherwise make any such information publicly available. To the extent all right, title and interest in and to all Intellectual Property Rights in the Feedback are not owned in their entirety by Cybellum upon creation, user hereby irrevocably assigns all rights therein to Cybellum and waives any and all rights therein including without limitation moral rights and/or rights to receive compensation and/or royalties.
U.S. Government Rights. As defined in 48 C.F.R. §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all Solutions provided in connection with this Agreement are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
Privacy. By using the Solutions you give your consent that all personally identifiable information (“PII“) that you submit or that is processed through the Solutions may be processed by Cybellum in the manner and for the purposes described in this Section. You shall ensure that the users in your organization consent to this Section and you shall obtain all applicable consents required by law.
Information We Collect and How We Use It. In order to provide our Solutions, we may collect the following types of information:
Personal information. We do not intentionally collect PII unless otherwise agreed. However, the data processed as part of the Solutions may include PII. We process your PII only for provision, operation, maintenance and enhancement of the Solutions and any services in respect thereof.
User information. When you use our Solutions, we may automatically access your information and data streams, which may include PII such as IP addresses. Our systems may automatically record and store technical information regarding the method and nature of your use of the Solutions.
Information you provide. Upon registration to the Solutions we may ask you for personal information of your contact person/user, including: name, email address, company/employer, job title and phone number.
User communications. When you send emails or other communication to Cybellum, we may retain those communications in order to process your inquiries, respond to your requests and improve our Solutions.
Information sharing. As part of providing the Solutions our affiliates, agents and representatives may have access to your data stream which may include PII. Cybellum may also share PII with third parties in the following circumstances: (a) If we become involved in a reorganization, merger, consolidation, acquisition, or any form of sale of some or all of our assets; and/or (b) to satisfy applicable law or prevention of fraud or harm.
Information Security. Our servers and our databases are protected by industry standard security technology, such as industry standard firewalls and password protection. We generally do not intentionally store PII. We limit access to PII about you to employees, contractors and agents who we believe reasonably need to come into contact with that PII. These individuals are bound by confidentiality obligations and may be subject to discipline if they fail to meet these obligations.
Processing. The server on which the Solutions are hosted and/or through which the Solutions are processed may be outside the country from which you access the Solutions and may be outside the data subjects’ country of residence. Some of the uses and disclosures mentioned in this Section 11 may involve the transfer of PII to various countries around the world that may have different levels of privacy protection than your country or data subjects’ country.
Disclaimer of Warranty.
THE SOLUTIONS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Cybellum DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOLUTION REMAINS WITH USER. Cybellum EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY HARDWARE PROVIDED TO YOU BY Cybellum, AND YOU ACCEPT ALL RISKS WHICH MAY ARISE FROM YOUR USE OF ANY SUCH THIRD-PARTY HARDWARE.
Cybellum DOES NOT WARRANT THAT THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTIONS IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS USER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT USER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SOLUTIONS AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOLUTIONS
THE SOLUTION IS NOT DESIGNED FOR USE WITH CRITICAL OR LIFE SAVING INFRASTRUCTURES, SYSTEMS THAT CONTAIN OR PROTECT AGAINST DANGEROUS OR HAZARDOUS MATERIALS OR FORCES, NATIONAL SECURITY PURPOSES OR NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS.
Limitation of Liability. IN NO EVENT SHALL Cybellum OR ITS AFFILIATES OR DISTRIBUTORS OR THEIR SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES RESPECTIVELY BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA INCLUDING ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOLUTION OR OTHER PECUNIARY LOSS) ARISING OUT OF SERVICES PROVIDED HEREUNDER AND/OR THE USE OF OR INABILITY TO USE THE SOLUTIONS OR ANY PART THEREOF EVEN IF Cybellum HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Cybellum SHALL HAVE NO LIABILITY FOR ANY WARRANTY, INSTALLATION SERVICES, OR USE OF THE SOLUTION. IN THE EVENT THAT DESPITE THE AFOREMENTIONED LIMITATION OF LIABILITY ANY COMPETENT AUTHORITY WILL FIND Cybellum LIABLE, Cybellum’S AGGREGATE LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE LICENSE FEES PAID BY YOU TO Cybellum FOR THE SOLUTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
Indemnification. You agree to defend, indemnify and hold harmless Cybellum and anyone on its behalf, including but not limited to, all of its shareholders, managers, directors, officers, affiliates and employees, against any losses, expenses, costs, claims, damages (including reasonable attorney fees, expert fees and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to your use of the Solutions and/or breach of this Agreement.
Termination. Cybellum may terminate this Agreement by notice to you: (i) upon your failure to comply with any of your obligations hereunder; (ii) immediately and without notice in the following events: (a) if user attempts to transfer or assign any of its rights, liabilities or obligations under this Agreement contrary to the provisions of this Agreement; (b) failure by user to pay any of the applicable fees; (c) violation of any of the limitations set forth in Section 6.1 above. Upon termination or expiration of this Agreement: (i) user shall immediately pay Cybellum all fees and payments, regardless of the due date of payment, (ii) the license granted to you in this Agreement shall expire and you shall cease use of the Solutions and immediately return to Cybellum all leased Hardware, Confidential Information and Cybellum IPR in any media and shall erase all copies of the Service. Notwithstanding the termination or expiration of this Agreement, Sections 1-4, 6, 7, 9, 10, 12-17 shall survive and remain in effect in perpetuity.
Governing Law & Jurisdiction. Section 16.1 shall apply in respect of US Users, otherwise Section 16.2 shall apply:
This Agreement is governed by the laws of the State of New York without regard to conflict of laws provisions thereof. The courts of the State of New York shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.
This Agreement is governed by the laws of the State of Israel without regard to conflict of laws provisions thereof. The courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.
General. (i) The Agreement and the Cybellum Account Plan are the entire agreement between you and Cybellum in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) Cybellum may assign this Agreement, in whole or in part, in its sole discretion. You may not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement to any third party without the prior written consent of Cybellum. Any unauthorized assignment will be void and of no force or effect; (iii) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than you and Cybellum, its affiliates and successors or assignees any rights, remedies or other benefits under or by reason of the Agreement; (iv) no failure or delay on the part of Cybellum or its distributor hereto in exercising any right, power or remedy shall operate as a waiver thereof, any waiver granted by Cybellum and/or a distributor hereunder must be explicit and in writing and shall be valid only in the specific instance in which given.
Schedule A –SLA
This Schedule A (“SLA”) is an integral part of the Agreement to which it is attached and subject to the terms, conditions, disclaimers and limitations (including limitation of liability) set forth therein. Defined terms shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein. The SLA shall apply to the Services for the user’s applicable office-headquarters/branch-office/on-premise-datacenter/off-premise-datacenter permitted and authorized by Cybellum (“USER“). The SLA provides certain remedies in the event that the USER experiences Downtime (as defined eblow) as a result of failure of Cybellum infrastructure. The overall Service Availability (as defined below) metric is 99.999%, measured by Cybellum on a monthly basis, as set forth herein (“SLA Metric“).
TERM DEFINITIONS
For the purpose of this SLA, the terms in bold are defined as follows:
Available or Availability
When the USER who’s account is active and enabled has reasonable access to the Service provided by Cybellum, subject to the exclusions defined in Downtime Minutes below.
Total Monthly Minutes
The number of days in the month multiplied by 1,440 minutes per day.
Maintenance Time
The time period during which the Service may not be Available each month so that Cybellum can perform routine maintenance to maximize performance, on an as needed basis.
Downtime
The total number of minutes that the USER cannot access the Service. The calculation of Downtime Minutes excludes time that the USER is unable to access the Services due to any of the following:
(a) Maintenance Time
(b) USER’s own Internet service provider
(c) Force majeure event
(d) Any systemic Internet failures
(e) Any failure in the USER’s own hardware, software or Network connection
(f) USER’s bandwidth restrictions
(g) USER’s acts or omissions
(h) Anything outside of the direct control of Cybellum
(i) USER’s failure to comply with USER Responsibilities set forth below.
Cybellum’s Network
The Cybellum network inside of Cybellum border routers.
Affected Seats
The Services are provided in a multi-tenant architecture where seats of a USER’s domain may be extended across numerous servers. USER may obtain remedy only for affected seats residing on the server experiencing Downtime exceeding the SLA Metrics.
Maintenance Notices
Cybellum will make reasonable efforts to communicate the date and time that Cybellum intends to make the Services unavailable via the front page of the support web site at least forty-eight (48) hours in advance (or longer if practical). The USER understands and agrees that there may be instances where Cybellum needs to interrupt the Services without notice in order to protect the integrity of the Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions:
Emergency Maintenance
These change controls happen immediately with little notification ahead of time; however,
we will post the information to our website soon after or during the change.
Preventative Maintenance
These change controls are when we detect an item in the environment that we need to
take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our network metrics.
Planned Maintenance
These are change control’s being done to:
– Support on-going product and operational projects to ensure optimal performance
– Deploy non-critical service packs or patches.
– Periodic redundancy testing.
Where possible planned maintenance will be posted 5-days prior; however, certain
circumstances may preclude Cybellum from doing so, such as an external vendor issuing a change control to Cybellum, e.g. the power company alerting Cybellum to perform power testing 48 hours ahead of time.
USER RESPONSIBILITY
Minimum Requirements
The required configurations USER must have to access the Services include:
– Internet connection with adequate bandwidth
– Internet Browser
Web-based Administration Interface
The Service includes an interface that constitutes the Web-based Administration Interface provided to all USERs enabled with Services, therefore the USERs can manage their own account and Services. The USER should use discretion when granting internal administrative privileges to the Web-based Administration Interface. Cybellum is not responsible for Downtime related to negligence in the Web-based Administration Interface and is unable to provide credits due to negligence in the Web-based Administration Interface. An example of negligence is Service unavailability caused by reaching quota limits. Another negligence example is Services disabled/deleted in error. Please note that the SLA does not include any back up or recovery services.
SERVICE LEVELS
Term of SLA
This SLA shall only become applicable to the Services upon completion of the “stabilization period,” i.e. ninety (90) days from the provisioning of the Services.
Measurement
Cybellum uses a proprietary system to measure whether the Services are Available and the USER agrees that said Cybellum system will be the sole basis for resolution of any dispute that may arise between the USER and Cybellum regarding this SLA.
Availability is calculated based on the following formula:
A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total Monthly Minutes
M = Maintenance Time
D = Downtime
Availability
SLA Credit Amount of applicable Service Monthly Fee for Affected Seats
> 97.9% but < 99.999% 5% > 96.9% but < 97.9% 7% < 96.9% 9% REMEDY AND PROCEDURE The USER’s sole remedy and the procedure for obtaining the USER’s remedy in the event that Cybellum fails to meet the Service level metrics set forth above are as follows: To qualify for remedy: (a) There must be a support ticket documenting the event within 24 hours of the service interruption (b) USER account must be in good standing with all invoices paid and up to date The USER must notify Cybellum in writing within five (5) business days by opening a support ticket and providing the following details: (a) Subject of email must be: “Claim Notice – ” (USER’s account name as registered with Cybellum must be listed in place of ‘’)
(b) List the type of Service that was affected
(c) List the date the Downtime Minutes occurred
(d) List USERs (office-headquarters/branch-office/on-premise-datacenter/off-premise-datacenter) affected by Downtime Minutes
(e) List an estimate of the amount of actual Downtime Minutes
(f) Ticket number of the documented event
The information provided in the Claim Notice is subject to Cybellum’s confirmation, which Cybellum will endeavor to confirm within five (5) business days of receipt of the Claim Notice. If Cybellum cannot confirm the Downtime Minutes, then the USER and Cybellum agree to refer the matter to executives at each company for resolution.
If Cybellum confirms that Cybellum is not in compliance with the SLA Metrics, the USER will receive, as sole and exclusive remedy for any breach of the SLA/Services/Agreement, the SLA Credits Amount set forth in the table above, solely for the affected SLA Metric in respect of the Affected Seats for the affected month.
The SLA credit will be reflected in the Cybellum invoice to the USER in the Service’s annual renewal invoice following Cybellum’s confirmation of the Downtime Minutes. Please note that SLA credits can only be applied to accounts that are in good standing with all invoices paid and up to date.
The remedy set forth herein is subject to the disclaimers and limitation on liability set forth in the Agreement.
