Dated: July 15, 2022
“AUP” means the acceptable use policy of Autobahn Security as amended from time to time.
“Authorised Users” means employees or contractors of the Customer who are authorized to use the Service, solely for Customer’s internal business purposes in compliance with the terms of the Agreement.
“Autobahn Security”, “we”, “our”or “us” means the Autobahn Security entity who completes the Order Form.
“Confidential Information” means any and all information in whatsoever form relating to Autobahn Security or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of Autobahn Security or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Service, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information.
“Customer”, “you”, “your”or “Subscriber” means the individual or entity who completes the Order Form to purchase a subscription to use the Service.
“Customer Data” means all data imported into the Service for the purpose of using the Service or facilitating the Customer’s use of the Service.
“Customer Site” means the website and IP address inputted and identified by you for the purpose of the Service.
“Device” or “Devices” means computer hardware, network, storage, input/output or electronic control devices, or software installed on such devices.
“DPA” means the data processing agreement of Autobahn Security as amended from time to time.
“Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labor dispute, labor shortage, power shortage, including without limitation where Autobahn Security ceases to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
“Free Trial” means any free trial to use the Service agreed between the parties and set out in the Order Form or Proposal (as applicable).
“Indemnified Parties” means Autobahn Security, each subsidiary or affiliated company of Autobahn Security, and their respective officer, employees, consultants and other representatives.
“Intellectual Property Rights” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
“Order Form” means the order form signed and completed by the Customer and Autobahn Security.
“Proposal” means any service description and pricing document signed by both parties, which sets out the Service Fees to be paid for the Services described in that document.
“Service” means the online vulnerability cyber security scanning software application services, and reporting, prioritization, and remediation of Autobahn Security branded as “Autobahn” and made available to the Customer via the Internet for the purposes of conducting security audits on information technology assets.
“Service Fees” means the fees payable to Autobahn Security for access and use of the Service during the Term set out in the price list of Autobahn Security as amended from time to time, if not agreed in a Proposal.
“Service Infrastructure” means all the Autobahn Security systems (including code) that facilitate, provide or describe the Service.
“Statistical Data” means aggregated, anonymised data derived from the Customer and Authorised User’s use of the Services which does not include any personal data or Customer Confidential Information.
“Subscription Term” means 12 months unless agreed otherwise in the Order Form or Proposal.
“Support” means the technical support and maintenance services provided by Autobahn Security in respect of the Service.
“Term” means each Subscription Term, including any Free Trial.
“Vulnerability Report” means the report generated by the Service in respect of vulnerability and cybersecurity threats identified by performance of the Service.
“Website” means app.autobahn-security.com , operated and controlled by Autobahn Security, and any updates, upgrades or success or websites operated and controlled by Autobahn Security or its group of companies.
2. Customer Obligations
2.1 You may only register for any account and use the Service if you are at least 18 years old. Autobahn Security reserves the right to request written confirmation regarding your authority to enter into this Agreement.
2.2 You warrant and represent that neither you nor your Authorised Users:
(a) have been convicted for any computer or internet related crime;
(b) are competitors of Autobahn Security;
(c) are located in a region that is prohibited from using the Service by law; or
(d) have been refused access to the Service by Autobahn Security in the past.
2.3 Autobahn Security reserves the right to refuse access to any potential subscriber to the Service should Autobahn Security, in its absolute discretion, deem such refusal necessary.
2.4 Your registration for an account or use of our Service constitutes:
(b) your undertaking to us to comply with the terms of the Agreement.
2.5 Notwithstanding clause 2.1, you must expressly agree to the terms of the Agreement in order to:
(a) register an account via the Website; or
(b) use the Service.
2.6 You undertake to ensure that all Authorised Users agree to comply with our AUP when using your account to access the Service.
2.7 The terms of this Agreement apply to you and all Authorised Users when using the Service.
2.8 You warrant and represent to Autobahn Security that you have full right, power and authority to authorize use of the Service in respect of the Customer Site.
2.9 You undertake that you will only use the Service in respect of Customer Sites owned by you or registered in your name.
2.10 By using the Service, you grant Autobahn Security permission to provide the Service. Autobahn Security may provide the Service with the assistance of its employees and contractors, and the Service may include additional services other than the deployment of automated scanning. The Service may involve the exploitation of a vulnerability or minimal extraction of data from the Customer Site solely for purposes of providing the Service.
2.11 You are responsible for authorizing and initiating the Service. You are solely responsible for the outcome of the Service and for any inconvenience, interruption or other negative consequence arising from the provision of the Service.
2.12 You may choose to delete your Vulnerability Reports. If you do not delete your Vulnerability Reports, the Vulnerability Reports will remain available to you and shall be saved by us for 12 months, after which we will delete our record of the Vulnerability Reports.
2.13 Autobahn Security is not required to provide Support or any upgrade or improvement to the Website or Service to you.
3. Term, and Service Fees
3.1 This Agreement shall commence on the date set out at the start of the Order Form and continue for the Subscription Term. On expiry of the Subscription Term, this Agreement shall automatically renew for successive Subscription Terms and continue until either party terminates the Agreement in accordance with clause 14. Service Fees shall be payable for each Subscription Term until the Agreement is terminated or expires.
3.2 You shall not attempt to circumvent, dismantle or otherwise interfere with any functionality in the Service that could cause use of the Service to continue after expiry of the Term.
4.1 The Customer shall pay the Service Fees for the provision of the Service for each Subscription Term. No Service Fees are payable for any Free Trial.
4.2 Unless otherwise agreed in an Order Form or Proposal, Service Fees are payable in advance on the start day of each Subscription Term.
4.3 You authorise us to deduct Service Fees using the credit card details you provided on registering for the Service, or if you have signed a proposal you shall pay the Service Fees by telegraphic transfer to such bank account as we notify you, or by such other payment method agreed in the Proposal. You must ensure that all credit card details you provide are up to date and valid at all times.
4.4 Service Fees are payable in full and in cleared funds immediately where charged to your credit card and within 30 days of the date of each invoice where the parties have agreed any other payment method.
4.5 Autobahn Security reserves the right to change the Service Fees from time to time and will notify you of any changes in advance by email to the email address you have registered with us. Any change to Service Fees will not apply to any Subscription Term already paid for on the date that we notify you of the change, only to subsequent Subscription Terms.
4.6 Unless specified by Autobahn Security, prices and charges are exclusive of tax, levies, or similar governmental charges that may be assessed by any jurisdiction. You are responsible for any taxes, levies, or similar governmental charges that may be assessed by any jurisdiction and any bank fees imposed with regard to the Service Fees.
4.7 Where payment of any Service Fees are not received on the due payment date, Autobahn Security may, without liability to you, disable your password, account and access to all or part of the Service and shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remains unpaid.
4.8 We shall be entitled to charge interest on overdue Service Fess at the applicable statutory rate and we reserve the right to recover any costs and reasonable legal fees we incur in recovering overdue payments.
5.1 In consideration for and subject to payment of the Service Fee as applicable, Autobahn Security grants you a non-assignable, non-exclusive, non-transferrable, non-sub-licensable licence for the Term to permit Authorised Users to access and use:
(a) the Service; and
(b) Vulnerability Reports,in each case in accordance with the terms of the Agreement and for your internal management purposes, and for no other purpose (whether commercial or otherwise). Where open source software is used as part of the Service, such software use by you and Authorised Users will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause.
5.2 Notwithstanding your statutory rights, no right to modify, adapt, or translate the Service or create derivative works from the Service is granted. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Service. Where not otherwise prohibited by applicable law, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Service is prohibited.
5.3 You may not:
(a) lease, loan, resell, assign, licence, distribute or otherwise permit access to the Service; or
(b) permit access to the Service to provide ancillary services related to the Service;
(c) permit access to or use of the Service on behalf of any third party, except as permitted by this Agreement.
5.4 Autobahn Security reserves the right to electronically monitor use of the Service.
5.5 We may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying. Furthermore, we reserve the right to restrict access to areas of the Service, or the entire Service, at our discretion. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures in the Service.
6.1 You must not show to third parties any edited or otherwise modified paper or digital copies of any materials you have printed off or downloaded from the Service in any way, for the purpose of commercial offerings or marketing purposes. The materials may only be used for internal purposes (to fix the vulnerabilities or for internal reporting), if used without any edits.
6.2 Except as expressly permitted by this Agreement, you must not edit or otherwise modify any material from the Service. You must not use any illustrations, photographs, video or audio sequences or any graphics from the Service separately from any accompanying text.
6.3 Our status as the authors of content on or downloaded from the Service must always be acknowledged in any use by you or on your behalf of materials on or downloaded from the Service.
6.4 If you print off, copy or download any part of the Service in breach of this Agreement, your right to use the Service will cease immediately, and we may disable, delete, suspend or cancel your account and use of the Service at any time without notice or liability. You must, immediately upon our request, return or destroy any copies of the materials you have made.
7.1 If you choose, or you are provided with, a username or user identification code, password or any other piece of information as part of our security procedures, you must treat that information as Confidential Information. You must not disclose it to any third party or allow a third party to use your account.
7.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Agreement.
7.3 If you know or suspect that anyone other than you knows your username or user identification code or password, or if you become aware of any unauthorized use of your account, you must immediately notify us by email at: email@example.com. We shall have no liability for any loss or damage arising from your failure to comply with these requirements.
7.4 You are responsible for any and all activities that occur under your account or via your passwords and shall be liable for any losses arising out of such failure.
7.6 You must not sell, trade, assign or otherwise transfer your account to any other person.
8.1 Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
8.2 Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
8.3 Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
8.4 The parties must protect and treat all Confidential Information with the highest degree of care.
8.5 Except as otherwise expressly provided in this Agreement, the Customer will not use or make any copies of Confidential Information, in whole or in part, without the prior written authorization of Autobahn Security.
8.6 Each party may disclose Confidential Information of the other party if required by applicable laws or an order of a court of competent jurisdiction, provided that the disclosing party provides the other party with prior notice, where lawfully permitted to do so, discloses only the minimum Confidential Information required to be disclosed, and cooperates with the other party in taking appropriate protective measures.
8.7 Confidential Information does not include information that is:
(a) already lawfully known to or independently developed by the recipient without access to the Confidential Information;
(b) disclosed in non-confidential published materials;
(c) generally known to the public other than through any act or omission of the recipient; or
(d) rightfully obtained from any third party without any obligation of confidentiality.
8.8 These obligations shall continue to survive indefinitely following the termination of the Agreement with respect to Confidential Information.
9. Intellectual Property Rights
9.1 Autobahn Security retains all Intellectual Property Rights and title to the Service (save to the extent these incorporate and Customer Data, Customer Intellectual Property or third party owned item) and in all material developed, designed or created by Autobahn Security for the purpose of the Service, including all Vulnerability Reports. Use of the Service and delivery of Vulnerability Reports does not grant the Subscriber an interest in or to the Service. No licence or other right in or to the Service is granted to the Subscriber except for the rights specifically set out in these Terms.
9.2 The Subscriber hereby agrees to inform Autobahn Security of any suspected breach of Intellectual Property Rights belonging to Autobahn Security.
9.3 The Autobahn Security logo is a trademark owned solely and exclusively by Autobahn Security. You are not permitted to use our trademarks without our prior written approval, unless they are part of material you are using (and reproducing exactly) as expressly permitted by the Agreement.
9.4 The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing Intellectual Property Rights and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants Autobahn Security a non-exclusive, licence to use Customer Data, Customer Intellectual Property Rights and any third party owned item for the Term to the extent required for the provision of the Service.
9.5 The Customer is not allowed to remove any proprietary marks or copyright notices from the Service or Vulnerability Reports.
9.6 It is a condition of the Customer being granted any Free Trial, that the Customer grants Autobahn Security a non-exclusive, non-transferable, revocable licence to display the Customer’s name and logo on its websites in the promotion of the Service and to use the Customer in case studies published on its Website.
9.7 The Customer assigns all rights, title and interest in any feedback it or Authorised Users provide to Autobahn Security when using the Service. If for any reason such assignment is ineffective, the Customer shall grant Autobahn Security a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.
9.8 The Customer grants Autobahn Security the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting Autobahn Security from using Statistical Data for business and/or operating purposes, provided that Autobahn Security does not share with any third party Statistical Data which reveals the identity of the Customer, Authorised Users or Customer’s Confidential Information.
10. Data Protection
10.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
10.2 To the extent that personal data is processed when you or Authorised Users use the Service, the parties acknowledge that we are a data processor and you are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
10.3 If a third party alleges infringement of its data protection rights, we shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
10.5 In the course of providing the Autobahn Security services, we may collect information relating to activities on your network. In addition, Autobahn Security may collect metrics on End Users’ activities, such as web pages visited, length of visit, and which features of the Software an End User uses.
11. Representations and Warranties
11.1 Each party warrants and represents that:
(a) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder;
(b) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws;
(c) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
11.2 We warrant and represent that:
(a) we have the right to licence the Service to you; and
(b) the Service shall be performed with reasonable skill and care and in a professional manner.
11.3 No warranty or representation is made:
(a) regarding the results you can achieve from using the Service or any documents provided as part of the Service (including Vulnerability Reports). The Service and Vulnerability Reports are provided for general information only. No critical management decision should be taken on the basis of our Service and Vulnerability Reports alone. Appropriate professional and technical advice and guidance should be sought for customized and specific actions to be taken by you to resolve any issues indicated by the Service or any Vulnerability Report; or
(b) that the Service will operate uninterrupted, error free, complete, failure free, absolutely secure from unauthorized access, virus free or free from bugs or errors.
(c) that the functions contained in the Service will meet your requirements;
(d) that the Service will detect all forms of malware or every vulnerability threat to your information technology assets;
(e) that defects in the Service will be corrected; or
(f) that the Service or any Vulnerability Report are complete, correct in all respects, accurate in all respects, or fully reliable.
11.4 No oral or written information or advice given by us creates a warranty or in any way increase the scope of our liability.
11.5 Your use of the Service or any information, material or content obtained through the Service (including Vulnerability Reports) is at your own risk and discretion and is provided “as is”. We provide no warranties in relation to such information, material or content and shall have no liability whatsoever to you for its use or your reliance upon such information, material or content.
11.6 You warrant and represent that:
(a) you shall ensure that your network and systems comply with the relevant specification provided by Autobahn Security from time to time to access the Service and that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to other data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet;
(b) you and Authorised Users shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Service granted under this Agreement is limited as set out under this Agreement. In particular you and Authorised Users shall treat any identification, password or username orother security device for use of the Service with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to us in writing;
(c) you shall be liable for any breach of this Agreement by an Authorised User.
11.7 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.
12.1 Neither party excludes or limits its liability to the other for:
(b) death or personal injury caused by their negligent act or omission;
(c) wilful misconduct;
(d) any claim that cannot be excluded or limited under applicable law.
12.2 Subject to clause 12.1 and, to the maximum extent permitted by law, we shall have no liability for any loss resulting from:
(a) third party content or user content;
(b) our content, and in particular from the accuracy, completeness or current status of our content;
(c) reliance on information contained or functionality provided on, or through the Service;
(d) inability to gain access to the Service or any part of it, or access is interrupted or partial, or functions with errors, at any time; and
(e) any failure by us to perform, or delay in performing, any obligations, whether or not we give prior notice, if and to the extent that the failure or delay is caused by Force Majeure and the time for performance of any obligation, the performance of which is so affected, will be extended accordingly;
(f) any breach of the AUP.
12.3 We shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) misrepresentation or however arising out of or in connection with this Agreement or for the use of the Service for any loss of profits (whether categorised as direct or indirect), loss of business opportunity, loss of goodwill, loss of anticipated savings or benefits, or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or the relevant party was aware of the possibility of that loss or damage arising.
12.4 Subject to clauses 12.1 to 12.3 inclusive, our total liability in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising directly or indirectly under this Agreement or based upon any claim for indemnity or contribution shall be limited to the amount paid by you to us in the 12 month period immediately prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, such shorter period shall apply.
12.5 The Customer shall not raise any claim arising out of or in connection with this Agreement more than one year after the date of the act or omission alleged to have caused the loss claimed.
12.6 The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access or use the Service as if such acts, omissions or negligence had been committed by the Customer itself.
12.7 Only one claim may be brought against us (including our employees, officers or consultants) arising from one act or omission. One act or omission includes one series of related acts or omissions, the same act or omission in a series of related matters or similar acts or omissions in a series of related matters, and includes all claims arising from any one matter.
12.8 The limitations in this clause 12 apply to our aggregate liability to you, any group company to which you belong, and all individuals nominated by a corporate user together (including any other third parties to whom we are held liable, with or without our consent) in relation to any one claim, and you and any such other persons may together recover from us only once in relation to the same loss.
12.9 Where a limitation of liability applies in whatever amount, the limitation applies to the entire performance of services by us, and there will not be separate aggregate limits of liability applicable to you, any group company to which you belong, and all individuals nominated by a corporate user.
12.10 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
13.1 You will on demand fully indemnify, and keep fully indemnified, the Indemnified Parties from and again stall claims, costs and losses of any nature whatsoever that the Indemnified Parties may suffer or incur arising out of or in connection with:
(a) any breach of the AUP or the DPA by you or an Authorised User;
(b) any infringement or alleged infringement by you or an Authorised User of any third party’s Intellectual Property Rights;
(d) any breach of the terms of this Agreement or use of the Service by an Authorised User.
13.2 We shall be entitled to recover from you any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceedings or demand that may be brought, made or prosecuted against us under the indemnity contained in clause 13.1. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by us in defending any such action, proceeding claim or demands.
13.3 Subject to the caps on liability set out in clause 12, we shall at our own expense, defend or at our own option settle any claim brought to you by a third party on the basis of an infringement of any Intellectual Property Right by the Service (excluding any claim deriving from any Customer Data or Customer provided item or content) and pay any final judgment entered against you on such issue or any settlement thereof, provided that:
(a) you notify us promptly of each such claim;
(b) we are given sole control of the defence and/or settlement; and
(c) you fully co-operate and provide all reasonable assistance to us in the defence or settlement.
13.4 We shall have no obligation under clause 13.3 above to the extent that a claim is based on:
(a) a modification of the Service by anyone other than us;
(b) the combination, operation or use of the Service with other services or software not provided by us if such infringement would have been avoided in the absence of such combination, operation or use; or
(c) the use of the Service in any manner inconsistent with the terms of this Agreement; or
(d) the negligence or wilful misconduct of the Customer or an Authorised user. Clauses 13.2 and 13.3 state your sole and exclusive rights and remedies and our entire obligations and liability for any claims made against us under clause 13.2.
14. Termination and suspension
14.1 You can terminate this Agreement at any time by asking us to delete your account by sending an email to firstname.lastname@example.org. Upon deletion of an account, all account information will be deleted in accordance with our DPA. However, domain names and a log-register attributable to each deleted account will be kept for archival and administrative purposes. Autobahn Security may also use Statistical Data originating from deleted accounts in its general business operations.
14.2 Autobahn Security may suspend the provision of the Service or terminate your account and this Agreement at any time, with or without cause, and with or without notice.
14.3 Without prejudice to clause 14.2, Autobahn Security may suspend or terminate your account and this Agreement if you are in breach of the terms of the Agreement, or if your use of the Service would cause or risk causing legal liabilities of any kind, or otherwise disrupt others use of the Service.
14.4 If Autobahn Security suspends or terminates this Agreement or your account, Autobahn Security will try to notify you in advance. Nonetheless, Autobahn Security may, at its discretion, suspend or terminate your account, the provision of the Service or this Agreement, immediately without prior notice.
14.5 If we suspend, prohibitor block access to the Service or a part of the Service, you must not take any action to circumvent that suspension or prohibition or blocking (including creating or using a different account).
14.6 We may stop, suspend or withdraw or restrict the availability of all or any part of the Service for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. You shall not be entitled to any compensation or other payment upon the discontinuance, suspension, withdrawal or alteration of the Service.
15. Consequences of termination
15.1 Upon termination of this Agreement:
(a) the license to use the Service shall terminate on the effective date of termination;
(b) we shall cease providing the Service (and any Support) to you;
(c) all outstanding Service Fees shall become immediately due and payable;
(d) no Service Fees paid for the remainder of an unused part of any Subscription Term shall be refunded;
(e) each party shall immediately return or (at the disclosing party’s direction) destroy all Confidential Information in its possession.
15.2 At the option of the Customer and following receipt of a request from the Customer, we shall delete (in accordance with the terms of the DPA) or return all Customer Data stored in our database in a common machine readable format, free of charge, provided that such request is made within 30 days of termination. If the Customer requires any Customer Data to be returned in a different format we reserve the right to charge for this additional service on a time and materials basis.
15.3 Termination of this Agreement shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. Any clauses which by their nature should survive termination or expiry of the Agreement, including but not limited to: Clauses 3. (Term and Service Fees), 4.(Payment), 5. (License), 7. (Security), 8. (Confidential Information), 9 (Intellectual Property Rights), 10. (Data Protection) 11. (Representations andWarranties), 12. (Liability), 13. (Indemnities), 14. (Termination), 15. (Consequences of Termination), 16. (General Provisions) and 17. (Governing Law and Jurisdiction) shall survive the expiry or termination of this Agreement and shall remain in force and effect.
16. General provisions
16.1 No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however Autobahn Security shall be entitled to assign the Agreement to:
(a) any company in the Autobahn Security group of companies; or
(b) any entity that purchases the shares or assets of any company in the Autobahn Security group as the result of a merger, takeover or similar event.
16.2 The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
16.3 The parties are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
16.4 Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
16.5 The failure to exercise, or delay in exercising, a right, power or remedy under this Agreement, or at law or equity, does not constitute a waiver of that right, power or remedy nor shall it preclude or restrict any further exercise of that or any other right or remedy.
16.6 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
16.7 Except with respect to your obligation to pay the Service Fees, if a party is wholly or partially unable to comply with its obligations under this Agreement due to Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement.
16.8 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by email:
(a) to the Customer to the email address you have registered with us for using the Service; and
(b) to us if sent to: email@example.com
16.9 We may change or modify the terms of the Agreement upon giving you 30 days notice via email. All changes shall be deemed to have been accepted by you, unless you request termination of the Agreement prior to the expiry of the 30 day notice period. If you use the Service after expiry of the 30 days notice period, you shall be bound by the changes.
16.10 Nothing contained in this Agreement is intended to be forceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
16.12 We may use your name and trademarks (logo only) to list you as a customer on the Website and in other marketing materials and information and where you have used a Free Trial we shall be entitled to publish a case study on you.
17. Governing law and Jurisdiction
17.1 Where Autobahn Security GmbH is named in the Order Form: This Agreement shall be governed by the laws of Germany and the courts of Germany shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
17.2 Where Autobahn Security PTE. LTD. is named in the Order Form: This Agreement shall be governed by the laws of Singapore and the courts of Singapore shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
17.3 Where SecurityResearch Labs GmbH is named in the Order Form: This Agreement shall be governed by the laws of Germany and the courts of Germany shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
17.4 Where SecurityResearch Labs Limited is named in the Order Form: This Agreement shall be governed by the laws of HongKong and the courts of Hong Kong shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.